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劑泰科技 ( 北京 ) 股份有限公司
Metis TechBio Co., Ltd.
GLOBAL OFFERING
Joint Sponsors
Overall Coordinators and Joint Global Coordinators
Joint Bookrunners and Joint Lead Managers
Stock Code : 7666
(A joint stock company incorporated in the People’s Republic of China with limited liability)


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IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain professional independent advice.
Metis TechBio Co., Ltd.
Ҧ (̏ԯ )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
201,229,000 H Shares (subject to the Over-
allotment Option)
Number of Hong Kong Offer Shares 10,061,500 H Shares (subject to
reallocation)
Number of International Offer Shares 191,167,500 H Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price HK$10.50 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Hong Kong Stock Exchange trading fee
of 0.00565% and Accounting and
Financial Reporting Council transaction
levy of 0.00015% (payable in full on
application in Hong Kong dollars and
subject to refund)
Nominal value RMB0.10 per H share
Stock code 7666
Joint Sponsors
Overall Coordinators and Joint Global Coordinators
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or in
reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in the section headed “Appendix VI — Documents Delivered to the Registrar o f Companies in Hong
Kong and Available on Display” in this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Comp anies (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 C ompanies in Hong
Kong take no responsibility as to the contents of this Prospectus or any other documents referred to above.
The Offer Price will be HK$10.50 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on applicati on, the Offer Price of
HK$10.50 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy
of 0.00015%.
The Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with our consent, reduce the number of Hong Kong Offer Shares and/or
the Offer Price below that is stated in this Prospectus (which is HK$10.50) at any time prior to the morning of the last day for lodging applications unde r the Hong Kong
Public Offering. In such case, an announcement of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the we bsite of our
Company at www.metistechbio.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 pursuant to the requirements under Rule 11.13 of the Listing Rules (which include the issue of a su pplemental 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 day 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 Glo bal Offering” and
“How to Apply for Hong Kong Offer Shares” in this Prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (on b ehalf of the
Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to the section headed “Underwriting” in this Prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may be offered and sold only (a) in
the United States to “Qualified Institutional Buyer” in reliance on Rule 144A or another exemption from, or in a transaction not subject to, registrat ion under the U.S. Securities
Act and (b) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high
investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the
investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions. In addition, th e Company is a
Pre-Commercial Company (as defined in Chapter 18C of the Listing Rules). Pre-Commercial Companies are Specialist Technology Companies that cannot meet the revenue
requirement as set out in Rule 18C.03(4), and so are subject to a higher risk of corporate failure if they are unable to secure sufficient external fundi ng and/or cannot
generate sufficient revenue to sustain their operations after Listing.
IMPORTANT
May 5, 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 Stock Exchange at www.hkexnews.hk under
“HKEXnews > New Listings > New Listing Information” and our website at
www.metistechbio.com . If you require a printed copy of this Prospectus, you may download and
print from the website addresses above.
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application
Channel Platform Target Investors Application Time
White Form
eIPO service /H1118
www.eipo.com.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
Tuesday, May 5,
2026 to 11:30 a.m.
on Friday, May 8,
2026 (Hong Kong
time).
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Friday, May 8,
2026 (Hong Kong
time).
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118
Y our broker or
custodian who is a
HKSCC Participant
will submit
electronic
application
instruction(s) on
your behalf through
HKSCC’s FINI
system in accordance
with your
instructions.
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.
IMPORTANT
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We will not provide any physical channels to accept any application for the Hong Kong Offer
Shares by the public. The contents of this Prospectus are identical to the prospectus as registered
with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
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 “How to Apply for Hong Kong Offer Shares” for further details on the
procedures through which you can apply for the Hong Kong Offer Shares electronically.
Y our application through the White Form eIPO service or the HKSCC EIPO channel must
be for a minimum of 500 Hong Kong Offer Shares and in one of the numbers set out in the table
below. If you are applying through the White Form eIPO service, you may refer to the table below
for the amount payable for the number of H Shares you have selected. Y ou must pay the respective
maximum amount payable on application in full upon application for Hong Kong Offer Shares. If
you are applying through the HKSCC EIPO channel, your broker or custodian may require you
to pre-fund your application in such amount as determined by the broker or custodian , based on
the applicable laws and regulations in Hong Kong. Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer
Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
500 5,302.95 6,000 63,635.35 40,000 424,235.70 400,000 4,242,357.00
1,000 10,605.89 7,000 74,241.24 45,000 477,265.17 500,000 5,302,946.26
1,500 15,908.84 8,000 84,847.15 50,000 530,294.63 1,000,000 10,605,892.50
2,000 21,211.79 9,000 95,453.03 60,000 636,353.56 1,500,000 15,908,838.76
2,500 26,514.73 10,000 106,058.93 70,000 742,412.48 2,000,000 21,211,785.00
3,000 31,817.68 15,000 159,088.39 80,000 848,471.40 2,500,000 26,514,731.26
3,500 37,120.63 20,000 212,117.86 90,000 954,530.33 3,000,000 31,817,677.50
4,000 42,423.56 25,000 265,147.31 100,000 1,060,589.26 3,500,000 37,120,623.76
4,500 47,726.52 30,000 318,176.78 200,000 2,121,178.50 4,000,000 42,423,570.00
5,000 53,029.47 35,000 371,206.23 300,000 3,181,767.76 5,030,500
(1) 53,352,942.22
Notes:
(1) The maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee. If your application is successful, the brokerage will be paid to the Exchange Participants and the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee will be paid to the Stock Exchange
(in the case of the SFC transaction levy and the AFRC transaction levy, collected by the Stock Exchange on behalf
of the SFC 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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Should there be any changes to the dates mentioned in the following expected timetable
of the Hong Kong Public Offering, an announcement will be made and published on the
website of the Stock Exchange at www.hkexnews.hk and our website at
www.metistechbio.com of the revised timetable.
Hong Kong Public Offering commences ............................... .9:00 a.m. on
Tuesday, May 5, 2026
Latest time for completing electronic applications under the
White Form eIPO service through the designated
website at www.eipo.com.hk (2) .................................... 1 1:30 a.m. on
Friday, May 8, 2026
Application lists open (3) ........................................... 1 1:45 a.m. on
Friday, May 8, 2026
Latest time for (a) completing payment for White Form eIPO
applications by effecting internet banking transfer(s) or
PPS payment transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ...................................... .12:00 noon on
Friday, May 8, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to apply for
Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for
the latest time for giving such instructions, which may be different from the latest time as stated
above.
Application lists close
(3) ......................................... .12:00 noon on
Friday, May 8, 2026
Announcement of the level of indications
of interest in the International Offering, the level of
applications in the Hong Kong Public Offering and the basis
of allocation of the Hong Kong Offer Shares to be published
on the website of the Stock Exchange at www.hkexnews.hk
and our website at www.metistechbio.com (5) ..................n o later than 11:00 p.m.
on Tuesday, May 12, 2026
Results of allocation in the Hong Kong Public Offering to be available through a variety of
channels as described in “How to Apply for Hong Kong Offer Shares — B. Publication of Results,”
including through:
(1) the designated results of allocation website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function from ............................... 1 1:00 p.m. on
Tuesday, May 12, 2026 to
12:00 midnight on
Monday, May 18, 2026
(2) the allocation results telephone enquiry line by
calling +852 2862 8555 between 9:00 a.m.
and 6:00 p.m. ..............................o nW ednesday, May 13, 2026,
Thursday, May 14, 2026,
Friday, May 15, 2026 and
Monday, May 18, 2026
EXPECTED TIMETABLE (1)
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H Share certificates in respect of wholly or partially successful
applications to be dispatched or deposited into CCASS
on or before
(6)(7) .......................................T uesday, May 12, 2026
White Form e-Refund payment instructions or refund checks
in respect of wholly or partially unsuccessful applications
to be dispatched on or before
(8) ..........................W ednesday, May 13, 2026
Dealings in H Shares on the Stock Exchange
to commence at ........................... .9:00 a.m. on Wednesday, May 13, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and times.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the designated
website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already
submitted your application and obtained an application reference number from the designated website prior to 11:30
a.m., you will be permitted to continue the application process (by completing payment of application monies) until
12:00 noon on the last day for submitting applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, May 8, 2026,
the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — E. Severe
Weather Arrangements.”
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC via
HKSCC’s FINI system should refer to “How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong
Offer Shares — 2. Application Channels” for details.
(5) None of the websites or any of the information contained on the websites forms part of this Prospectus.
(6) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect
on their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized
representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both
individuals and authorized representatives must produce evidence of identity acceptable to our H Share Registrar at
the time of collection. Uncollected H Share certificate(s) will be sent to the addresses specified in the relevant
application instructions by ordinary post at the applicants’ own risk. See “How to Apply for Hong Kong Offer Shares
— D. Dispatch/Collection of H Share Certificates and Refund of Application Monies.”
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected
to be Wednesday, May 13, 2026, provided that the Global Offering has become unconditional in all respects and the
right of termination described in “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public
Offering — Grounds for Termination” has not been exercised. Investors who trade H Shares 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) White Form e-Refund payment instructions or refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s Hong Kong identity card
number, national identification document number or passport number, or, if the application is made by joint
applicants, part of the Hong Kong identity card number, national identification document number or passport number
of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would
also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s Hong Kong
identity card number, national identification document number or passport number before encashment of the refund
check. Inaccurate completion of an applicant’s Hong Kong identity card number, national identification document
number or passport number may invalidate or delay encashment of the refund check.
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,
see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares,”
respectively.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such a case, our Company will make an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by us solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered
by this Prospectus pursuant to the Hong Kong Public Offering. This Prospectus may not be
used for the purpose of making, and does not constitute, an offer or invitation in any other
jurisdiction or in any other circumstances. No action has been taken to permit a public
offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and no
action has been taken to permit the distribution of this Prospectus in any jurisdiction other
than Hong Kong. The distribution of this Prospectus for purposes of a public offering and
the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws
of such jurisdictions pursuant to registration with or authorization by the relevant
securities regulatory authorities or an exemption therefrom.
Y ou 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
SUMMARY ........................................................ 1
DEFINITIONS ...................................................... 2 2
GLOSSARY OF TECHNICAL TERMS ................................... 3 4
FORW ARD LOOKING STATEMENTS ................................... 4 3
RISK FACTORS .................................................... 4 4
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING .. 7 5
W AIVERS ......................................................... 7 9
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ........ 8 3
CORPORATE INFORMATION ......................................... 8 6
INDUSTRY OVERVIEW .............................................. 8 7
REGULATORY OVERVIEW ........................................... 1 0 1
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............... 1 1 8
BUSINESS ......................................................... 1 4 2
DIRECTORS AND SENIOR MANAGEMENT .............................. 2 1 7
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS . 227
SUBSTANTIAL SHAREHOLDERS ...................................... 2 3 0
CORNERSTONE INVESTORS ........................................ 2 3 2
SHARE CAPITAL ................................................... 2 4 3
CONTENTS
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FINANCIAL INFORMATION .......................................... 2 4 5
FUTURE PLANS AND USE OF PROCEEDS .............................. 2 7 3
UNDERWRITING ................................................... 2 7 7
STRUCTURE OF THE GLOBAL OFFERING ............................. 2 8 7
HOW TO APPLY FOR HONG KONG OFFER SHARES ..................... 2 9 4
APPENDIX I ACCOUNTANT’S REPORT ......................... I - 1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION . II-1
APPENDIX III PROPERTY V ALUATION REPORT .................. III-1
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION .......... I V - 1
APPENDIX V STATUTORY AND GENERAL INFORMATION .......... V - 1
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ...................................... VI-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
Prospectus. As this is a summary, it does not contain all the information that may be
important to you. Y ou should read the entire document before you decide to invest in the
Offer Shares. In particular, we are a Pre-Commercial Company seeking to list on the Main
Board of the Hong Kong Stock Exchange under Chapter 18C of the Listing Rules. There
are unique challenges, risks and uncertainties associated with investing in companies such
as ours. In addition, we have incurred net losses since our inception, and we may incur net
losses for the foreseeable future. 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 may not pay any dividends in the foreseeable future. Y our investment
decision should be made in light of these considerations.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in the section headed “Risk Factors” in this
Prospectus. Y ou should read that section carefully before you decide to invest in the Offer
Shares.
OVERVIEW
Who We Are
We are a pioneer in AI-empowered nanomaterial innovation, dedicated to the delivery and
application of functional payloads across life forms with the commitment to unlocking a healthier
world through AI-driven nanotechnology. The foundation of our AI-driven nanotechnology is
NanoForge, a suite of proprietary and synergistic technologies that include our extensive de novo
lipid library, AI foundational models, METiS AI Agent, quantum chemistry and molecular dynamics
simulations, and AI-driven high-throughput screening platforms. Building upon this foundation, we
have developed three specialized solution platforms (i.e., AiTEM, AiLNP and AiRNA platforms)
that simulate, predict, and interpret nanoscale interactions, enabling the rational design,
optimization, and validation of advanced nanomaterials and their associated payloads.
Our platforms address longstanding challenges in the pharmaceutical industry, particularly the
need for precise and effective therapeutic delivery, and accelerate the development of innovative
medicines. In addition to advancing human therapeutics, we are actively extending the application
of our technologies to a broader range of life forms, unlocking new opportunities including
longevity and animal health.
We have built the industry’s first, largest and most diverse lipid library, comprising over 10
million structurally diverse lipids that serve as the foundational building blocks for targeted
delivery. This extensive library has enabled the development of nanomaterials capable of delivering
payloads to multiple distinct organs with precision.
Our most advanced drug candidate — designed using AI-driven formulation technology —
reduced preclinical formulation timelines from approximately one to two years to less than three
months. According to Frost & Sullivan, MTS-004, which does not contain nanomaterials-based
delivery systems such as LNPs, represents the most advanced asset designed by AI-driven
formulation technologies.
SUMMARY
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The following chart illustrates our leadership in nanotechnology innovation:
One of the Most Technologically Advanced AI-driven Pharmaceutical Nanomaterial Solution Providers In The World
World’s first and only de novo lipid
language model and generation algorithm
Proven commercialization engines
Proven business model
Unrivaled technology leadership
Unrivaled technology leadership
Deeply entrenched expertise
Extensive technology foundation
10 million+
Structurally diverse lipids in our ionized
lipid library
 1
Pre-NDA product
8
Organs with identified nanomaterials to achieve
targeted delivery
 30+
Established partnerships
2-3 months
in average to develop a targeted LNP or
formulation
4
Pre-clinical
candidates
World’s largest lipid library and first
end-to-end lipid/LNP screening platform
World’s first AI + multi-dimensional
simulation small molecule formulation platform
3
Clinical
products
We have a relatively short development history, which can be traced back to 2020, when our
Company was first established. Notwithstanding the foregoing, we have been able to develop our
de novo lipid library and AI-driven nanomaterial platforms, as well as advance MTS-004, which
does not contain nanomaterials-based delivery systems such as LNPs, through completion of its
Phase III clinical trial, within a relatively short period of time.
The efficient development of our de novo lipid library and AI-driven nanomaterial platforms
has been supported by the prior experience of our senior management and core R&D team at leading
companies and research institutions. In particular, our co-founders and key scientists have
previously led and participated in the development of AI-enabled drug discovery and delivery
systems. For example, Dr. Lai has led multiple AI-driven initiatives applying machine learning and
data analytics to optimize drug development workflows, enhance R&D success rates and
operational efficiency, and promote automation and data-driven decision-making in drug
commercialization. Dr. Chen has also made significant contributions to nanomaterial-based drug
delivery, including the development of mucus-penetrating particle and nanocrystal technologies,
which have revolutionized drug delivery systems, enabling more effective treatments for ocular and
pulmonary diseases. See “Business — Research and Development — Our R&D Team.” Leveraging
this experience, we developed the AiTEM platform, through which we established AI-enabled
high-throughput screening capabilities that form the technological foundation for our subsequent
platforms. These capabilities have been adapted to our AiLNP platform to enable iterative
integration of wet-lab experimentation and computational optimization, facilitating efficient
identification of promising lipid and LNP candidates and rapid data accumulation. Building on
insights from AiTEM, we have incorporated computational approaches, including quantum
chemistry and molecular simulations, to better understand the underlying mechanisms of lipid and
LNP design. We have also identified key challenges in the LNP field, including the lack of
high-quality datasets and proprietary algorithms, and have accordingly focused on systematic wet
and dry lab data generation and in-house algorithm development from an early stage. In addition,
we have adapted and enhanced a range of AI algorithms and methodologies from broader AI and
small-molecule discovery areas, such as fragment-based drug discovery methods, library
construction techniques, reinforcement learning and model pre-training, for application in the LNP
domain. Furthermore, we have integrated agent-based frameworks into our platform to enhance
automation and intelligence, contributing to the development of our NanoForge.
Our ability to advance MTS-004 through completion of its Phase III clinical trial within a
relatively short period of time is also attributable to the nature of the product. MTS-004 is a
small-molecule drug formulated as an orally disintegrating tablet, with dextromethorphan and
quinidine as its active pharmaceutical ingredients, both of which are clinically validated. For the
avoidance of doubt, MTS-004 does not contain nanomaterials-based delivery systems such as LNPs
but its formulation still involves interactions at a nanoscale level between the active pharmaceutical
SUMMARY
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ingredients and other drug components. We leveraged our AiTEM platform to predict and optimize
molecular-level interactions, screen excipients and determine formulation parameters at the
nanometer scale. From tens of thousands of theoretical formulations, AiTEM screened and tested
over 200 candidates across various dosage forms and identified the optimal formulation within
approximately three months, compared to the one to two years typically required under
conventional development approaches. Furthermore, we were exempted from conducting a Phase II
clinical trial for MTS-004. This exemption was granted based on our communication with the CDE,
taking into account that MTS-004 represents a formulation improvement of clinically validated
active pharmaceutical ingredients with well-characterized safety and efficacy profiles, and that the
key clinical uncertainties typically addressed in Phase II, such as dosage tolerance, dosing regimen
and preliminary efficacy, could be sufficiently supported by existing data and our proposed clinical
design. The CDE reviewed and had no objection with our clinical trial protocol on this basis, and
we were therefore permitted to proceed directly to Phase III clinical development.
Our Market Opportunity
Nanomaterials enable targeted delivery to specific organs and tissues and allow direct cellular
interaction, offering significant potential to address diseases at the molecular level. However,
traditional nanomaterial development relies heavily on trial-and-error approaches, is constrained to
limited molecular structures and suffers from an incomplete understanding of biological
interactions, resulting in slow, costly and inefficient discovery with low success rates. Advances in
artificial intelligence, particularly domain-specific models, are transforming nanomaterial
discovery by enabling faster design, prediction and optimization through integrated data, algorithms
and iterative validation, significantly improving efficiency, precision and safety. According to Frost
& Sullivan, the global nanotechnology-based drug market grew from US$187.5 billion in 2020 to
US$222.0 billion in 2024, representing a CAGR of 4.3%, and is projected to reach US$585.4 billion
by 2035, at a CAGR of 9.2% from 2024 to 2035. Similar technological advances are also creating
opportunities beyond human therapeutics, including in animal health. According to Frost &
Sullivan, the animal health product market reached US$52.2 billion in 2024 and is expected to grow
to US$131.5 billion by 2035, representing a CAGR of 8.8% from 2024 to 2035. The industry is
highly competitive and rapidly evolving.
NanoForge — Foundation of Our AI-driven Nanomaterial Platform Technologies
At the forefront of innovation in targeted drug delivery, NanoForge represents a cutting-edge
suite of nano-delivery-focused AI technologies. This integrated platform enables molecular
generation and property prediction, AI-driven dry-wet lab iteration, and formulation design and
optimization. Designed for scalability and adaptability, NanoForge forms the foundation of our
efforts to revolutionize nanomaterial discovery and application across human therapeutics and
beyond. The following diagram illustrates the structure of our NanoForge platform:
Application
Domains
AiTEM
 AiLNP
 AiRNA
Data
Flywheel
Continuous
Learning
NanoForge
mRNA siRNA
 Peptides
Small
molecules
METiS Agent
Longevity
 Animal Health
Muscle
Tumors
Liver
Immune organs
CNS
Lung
Heart
GI tract
Human Therapeutics
METiS Lipid Library
Data universe
Dry lab
In silico design & simulation
Wet lab
In vivo testing & validation
METiS Datalots
HTS screening
Iterative
AI
Foundational
Models FormulationPredictionGeneration
SUMMARY
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NanoForge operates as an integrated, closed-loop platform in which data generation, model
development and practical application continuously reinforce each other, enabling faster discovery
and regular upgrades to our nanomaterial libraries. The platform is built on four core layers: (i) a
foundational dry-wet data layer, comprising an AI-driven, integrated dry-wet lab infrastructure that
links in silico design with high-throughput experimental validation through real-time feedback; (ii)
a library layer, represented by the METiS Ionizable Lipid Library, which contains over 10 million
proprietary lipid structures supported by both positive and negative experimental data, forming a
comprehensive data universe for model training; (iii) a model layer, consisting of verticalized
METiS AI foundational models trained on the 10 million proprietary lipid structures from the dry
lab and more than 100,000 lipid and LNP property data points from the wet lab to generate
molecules, predict key physicochemical and functional properties and guide experiment design with
high predictive accuracy; and (iv) an application layer, delivered through the METiS Agent, which
serves as the intelligent interface that translates research queries into coordinated model execution
and experimental workflows. Together, these four layers form a self-reinforcing cycle in which
experimental results continuously improve data assets, model performance and downstream
discovery efficiency.
Suite of METiS Solutions
AiTEM, AiLNP , and AiRNA are three individual platforms built on top of our NanoForge
system, each serving distinct but complementary functions. AiTEM focuses on nanoscale chemical
— biological interactions in small-molecule formulation, using quantum chemistry and molecular
dynamics simulations to optimize drug — excipient interactions and improve solubility,
bioavailability and pharmacokinetic profiles. AiLNP addresses biomolecular and supramolecular
interactions by leveraging our proprietary lipid library and generative and predictive algorithms to
design and optimize lipid nanoparticles, including their components and ratios, enabling efficient,
scalable and high-performance delivery systems. AiRNA, often used in combination with AiLNP ,
applying generative AI to full-length mRNA sequence design and optimization, including both
coding and non-coding regions, to optimize expression, stability and organ specific translation
thereby maximizing in vivo therapeutic efficacy. While each platform operates independently,
AiRNA and AiLNP are often used together to co-design and optimize complete mRNA-LNP
delivery systems. AiTEM is primarily served as a distinct platform for small molecules but can also
be integrated with the other two platforms in specific use cases — for example, combining with
AiRNA for siRNA-permeation enhancer conjugate/co-formulation or with AiLNP for small-
molecule LNP delivery optimization.
During the Track Record Period and as of the Latest Practicable Date, these platforms are
primarily used internally by our R&D teams to support both in-house pipeline development and
externally for collaboration projects. In the future, we may consider making selected functions of
these platforms available to external partners under the defined collaboration arrangements, either
by granting limited access or by deploying customized versions on partners’ infrastructure.
Our Business Model
We operate a dual-pathway business model that synergistically integrates our proprietary
AiTEM, AiLNP , and AiRNA platforms — and the services rendered thereunder — with our
internally developed therapeutic assets. Our AI platforms are primarily focused on (i) the design and
optimization of nanomaterials-based drug delivery systems, primarily including LNPs, and (ii)
other nanoscale formulation technologies, to enhance the druggability, effectiveness, and safety of
well-studied and validated therapeutic targets.
Through platform partnerships, we support pharmaceutical and biotechnology companies in
drug formulation optimization, delivery-system development and mRNA sequence optimization
using our proprietary AI-driven platforms (AiLNP , AiTEM and AiRNA), thereby generating
project-based revenues, including option fees (if applicable), research fees and ultimately licensing
fees of the nanomaterial-based products we develop for them. In parallel, through product
partnerships, we apply these same AI-driven nanomaterial and formulation technologies to develop
our own functional assets, which may subsequently be out-licensed to partners, such as
pharmaceutical or biotechnology companies, to realize longer-term value in the form of upfront
payments, milestones and royalties.
SUMMARY
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The following graphic illustrates our dual-pathway business model:
Established over 30 global platform-based partnerships and built over 10 ongoing pipeline products within 6 years
Product
Licenses
Real-World Data
Improved Technology
Improved Technology
Real-World Data
Platform
Partnerships
Innovative
biotechnology
companies
Top
pharmaceutical
companies
Research/academic
institutions
Top
pharmaceutical
companies
Animal health
supply chain
participants
ʏCollaborate with partners to
develop LNPs/formulations for
their products
ʏProducts developed in-house
from the platform
ʐLicense-out to partners
Innovative
biotechnology
companies
Creating a recirculate and synergistic ecosystem that enables a robust feedback mechanism of
“technologies — business applications — real-world data feedback”
ʐLicense-out to the
collaborating partners
Commercialization Strategy under the Dual-Pathway Business Model
Our commercialization strategy follows our dual-pathway business model that integrates
platform partnerships and product licensing. Under our platform partnership model, we conduct
project-based R&D collaborations with pharmaceutical and biotechnology partners, commencing
with a defined research program in which we apply our proprietary AI platforms and delivery
technologies to optimize LNPs or formulations for partner-provided payloads and target
applications. Partners typically contribute complementary materials and study designs, and we
receive fees primarily to cover research activities and, in certain cases, option fees. Upon
completion of the research phase, partners may elect to enter into a license agreement with us to
license our LNPs or specific formulations, pursuant to which we may receive upfront, milestone and
royalty payments linked to downstream development, commercialization and product sales, with
revenues recognized in accordance with transaction milestones.
In parallel, we develop and out-license our own pipeline products, such as MTS-004 (which
does not contain nanomaterials-based delivery systems such as LNPs), which was licensed in
September 2025 to Zhejiang Yin’an Pharmatech for RMB100 million in upfront payment, additional
milestones and tiered royalties. Together, these complementary pathways generate near-term project
income and long-term licensing value, supporting a sustainable commercialization model based on
recurring partnership revenues and expanding out-licensing opportunities. For detailed discussion,
see “Business — Commercialization and Business Sustainability — Scaling and Deepening Our
Existing Collaborations — Ability to Retain and Expand Our Customer and Collaborator Base.”
Our Specialist Technology Products
Our Specialist Technology Products reflect this positioning and include:
 AI-Driven Nanomaterial Solutions for Drug Delivery and Formulation — Leveraging
the NanoForge platform, our AI-driven solutions accelerate both LNP-based delivery
system and small-molecule formulation optimization. We apply AI-enabled nanomaterial
design to integrate partner payloads with advanced LNPs, enabling the targeted delivery
of therapeutics. In parallel, we optimize nanoscale formulations, including cosolvent
solvation, micelles, solid dispersions, cyclodextrin encapsulations, and microspheres, to
enhance solubility, bioavailability, and pharmacokinetics of partner-provided small
molecules.
SUMMARY
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 Proprietary Nanomaterial-based Functional Assets Developed from METiS Platforms —
Integrating the METiS delivery technology with our own payloads, we develop
internally functional assets with out-licensing potential, including assets that can be used
as pharmaceuticals and for animal health.
Our revenue generated during the early part of the Track Record Period, however, was mainly
derived from ancillary services as our Specialist Technology Products were still at an early stage
of development.
Specialist
Technology
Product
Specialist
Technology Acceptable Sectors Applications Timeframe of Delivery
(1) AI-Driven
Nanomaterial
Solutions for
Drug Delivery
and
Formulation /H1118
AI Next-generation information
technology
A I
 AI solutions : the design and
provision of AI solutions used
in different industry verticals
AiTEM solution enables optimization of
nanoscale formulations such as cosolvent
solvation, micelles, solid dispersions,
cyclodextrin encapsulations, and microspheres
to improve solubility and bioavailability and
to achieve desirable pharmacokinetics profile.
Small molecule drug formulation: The whole
development cycle typically lasts 3–6 months,
and the collaboration model is also based on
stage-by-stage deliverables, typically
including the following steps: formulation
screening → dissolution testing → stability
study → data analysis → reporting
AI Next-generation information
technology
A I
 AI solutions : the design and
provision of AI solutions used
in different industry verticals
We provide AI-driven lipid identification
services through our NanoForge platform.
NanoForge is a cutting-edge suite of nano-
delivery focused AI technologies, which
enables molecule generation and property
prediction, AI-driven dry-wet lab iterative
discovery, and formulation design and
optimization.
METiS ionizable lipid library is the world’s
largest and most diverse ionizable lipid
library, which enhances our ability to
differentiate from existing intellectual
properties, expands organ-specific targeting
capabilities, and enables fine-tuning of our
molecule generation and prediction models.
METiS AI foundational models are verticalized,
function-specific AI foundational models
purpose built for each key stage of the
nanomaterial development cycle, including
molecule generation, property prediction,
experiment design, formulation optimization,
and expert validation.
Nanomaterial delivery system development
(Metis delivery technology + payloads
provided by partners): Our collaboration with
partners follows a staged R&D-to-Option-to-
License model. The initial research and
development phase (“Research Term”)
typically lasts around one year, during which
both parties jointly conduct preclinical
studies, including mRNA production, LNP
formulation, in vivo biodistribution, PK/PD,
toxicity assessments, and in vitro functional
characterization. Following the R&D stage,
Partner is granted a time-limited option
period (typically 60 days post-Research Term)
to decide whether to enter into a royalty-
bearing license to METiS technology. If the
option is exercised, the collaboration
transitions into a license agreement, under
which Partner obtains commercialization
rights to products derived from the research,
while METiS retains ownership of its core
platform technology and improvements.
Deliverables are thus structured in clear
phases: experimental data and reports during
R&D → the option to license upon project
completion → a potential license framework
for downstream product development and
commercialization.
SUMMARY
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--- page 15 ---
Specialist
Technology
Product
Specialist
Technology Acceptable Sectors Applications Timeframe of Delivery
Nanomaterials Advanced materials
 Nanomaterials
 The manipulation of
materials conducted at a
nanoscale , including
manufacturing of end
products using
nanotechnology
METiS Agent is the intelligent interface of our
platform, which interprets and executes user
queries, dynamically coordinating and
selecting the most suitable AI foundational
models and retrieving relevant information.
Integrated dry-wet lab infrastructure: a fully
integrated, AI-driven dry-wet lab system that
enables closed loop, end-to-end optimization
from in silico design to in vivo validation.
See “Business — Overview — Backbone of
Our AI driven Nanomaterial Platform
Technologies,” and “Business — Backbone of
Our AI-driven Nanomaterial Platform
Technologies.”
(2) Specific
nanomaterials
developed
from METiS
platforms
(Metis delivery
technology +
Metis
payload) /H1118/H1118/H1118
AI Next-generation information
technology
A I
 AI solutions : the design and
provision of AI solutions
used in different industry
verticals
We develop nanomaterial products through
AiTEM, AiLNP and AiRNA solutions.
We have also developed an organ-specific
delivery platform, which supports a growing
and diversified pipeline across oncology,
immunology, CNS, respiratory,
cardiovascular, muscular, and metabolic
diseases.
Our pipeline out-licensing model typically
follows a staged collaboration cycle. We
leverage our proprietary technology platforms
to develop internal pipeline assets and
advance them through clinical validation.
Once proof of concept is established, we
engage with partners to out-license the
products under structured agreements. The
collaboration model is designed to combine
our R&D expertise with the partner’s clinical
and commercial capabilities, ensuring
efficient progression into late-stage
development and market entry. In terms of
deliverables, our pipeline products are
generally transferred to the partner upon
agreement execution, with the partner
assuming responsibility for subsequent
clinical development, regulatory approval,
and commercialization, while we remain
engaged to support the program’s continued
success.
Nanomaterials Advanced materials
 Nanomaterials
 The manipulation of
materials conducted at a
nanoscale , including
manufacturing of end
products using
nanotechnology
Drug and other nanomaterial products emerged
from these solution platforms, including:
 MTS- 201, MTS-105, PTS-101 and PTS-
201.
 MTS-004 (which does not contain
nanomaterials-based delivery systems such
as LNPs but its formulation still involves
interactions at a nanoscale level between
the active pharmaceutical ingredients and
other drug components
See “Business — Overview — Suit of METiS
Solutions” and “Business — Our Advanced
AI-Empowered Solution Platforms.”
SUMMARY
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Development Progress and R&D Stages by each of our Specialist Technology Products
The table below summarizes the R&D progress, key development milestones, and
commercialization plans for each of our Specialist Technology Products. Our Specialist Technology
Products are at different development stages, ranging from fully commercialized AI platforms to
pre-commercial and pre-clinical nanomaterial products, reflecting the progressive maturation of our
proprietary technologies under the METiS platforms.
Specialist Technology Products Timeframe of Operations Current Stage of Development Key R&D/Validation Activities Remaining
Commercialization Pathway and Expected
Timeline
(1) AI-Driven Nanomaterial
Solutions for Drug
Delivery and
Formulation /H1118/H1118/H1118/H1118/H1118/H1118
Commencement of R&D:
second quarter of 2020
Pilot commercialization:
second quarter of 2021
Commercial-ready: third
quarter of 2025
Commercialized and
revenue-generating
Ongoing algorithm refinement,
model expansion and
application to additional
formulation types and
therapeutic areas.
In vitro and in vivo
performance assessments;
Biodistribution and
pharmacokinetic/
pharmacodynamic (PK/PD)
profiling;
Safety and toxicity evaluations;
and
Our platform entered the pilot
commercialization stage in
2021 through collaborations
focusing on formulation
development.
Under these collaboration
frameworks, we primarily
contribute our proprietary
materials, data analytics, and
formulation optimization
capabilities, while partners
provide complementary
resources such as reference
compounds, preclinical study
designs, and bioanalytical
assays.
Functional characterization of
novel nanomaterials generated
through our proprietary
AI platforms.
Upon completion of these
research and validation
activities, the collaboration
typically advances into an
option and license stage, where
partners may exercise options
to negotiate specific
commercial terms, which we
believe represent the
commercialization stage.
Successful transition to this stage
would allow us to realize
defined commercial benefits,
including milestone-based
payments and potential royalty
income tied to downstream
commercialization outcomes.
Our AI-Driven Nanomaterial Solutions for Drug Delivery and Formulation commenced R&D
activities in the second quarter of 2020, and entered pilot commercialization in the second quarter
of 2021 through collaborations focusing on formulation development. During this pilot stage, we
generated only an immaterial amount of revenue as we were refining our commercial model. We
become commercial ready starting third quarter of 2025 after establishing a collaboration with a
leading global pharmaceutical company, followed by several additional agreements of similar
SUMMARY
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structure. We expect this business line to deliver meaningful revenue within 24 months after the
Listing, supported by ongoing collaborations and the potential exercise of licensing options as well
as additional discussions we are conducting with potential partners.
Specialist Technology Products Timeframe of Operations Current Stage of Development Key R&D/Validation Activities Remaining
Commercialization Pathway and Expected
Timeline
(2) Proprietary Nanomaterial
Pipeline Products
(METiS formulation/
METiS delivery
technology + METiS
payloads) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Commencement of R&D:
second quarter of 2021
PoC: firstly achieved for
MTS-004, MTS-105,
MTS-109 and MTS-201
from fourth quarter of
2021 to second quarter of
2023; PoC validation for
remaining pipeline
products ongoing
Commercial-ready stage:
MTS-004 reached
commercial readiness and
was successfully
out-licensed in September
2025; remaining assets
expected to reach
commercial-ready status
by first quarter of 2027 to
fourth quarter of 2028
Revenue generation:
MTS-004 out-licensing
upfront payment received
in 2025; additional out-
licensing revenue of MTS-
004 subject to licensee’s
commercialization
progress; remaining assets
subject to further business
development efforts
Mixed stage:
MTS-004 commercial-
ready and out-
licensed;
other pipeline assets
preclinical/early
clinical
For remaining assets:
Completion of preclinical
toxicology packages;
Generation of comprehensive
PK/PD datasets; and
Progression through early-phase
clinical trials to establish
safety and preliminary efficacy.
One proprietary formulation-
optimized asset (MTS-004)
successfully out-licensed in
September 2025 – marking our
first commercial milestone.
For the avoidance of doubt,
MTS-004 does not contain
nanomaterials-based delivery
systems such as LNPs but its
formulation still involves
interactions at a nanoscale
level between the active
pharmaceutical ingredients and
other drug components.
Other pipeline assets expected to
enter license-out negotiations
upon completion of preclinical
and/or early clinical validation.
Our proprietary nanomaterial-based pipeline products, which integrate METiS delivery
technologies/formulations with METiS payloads, commenced R&D in the second quarter of 2021.
Proof-of-concept validation for selected assets was firstly achieved between the fourth quarter of
2021 and the second quarter of 2023.
Among them, MTS-004, a formulation-optimized asset that does not contain nanomaterials-
based delivery systems such as LNPs, reached commercial readiness and was successfully
out-licensed in September 2025, generating upfront licensing income and providing the potential for
future milestone and royalty revenues. Our remaining pipeline assets are at pre-clinical or early
clinical stages and are expected to reach commercial-ready status and enter into license-out
discussions upon the generation of promising safety and efficacy data. We anticipate further revenue
contribution from MTS-004 licensing agreement and new license-out transactions within the 24
months following the Listing, supported by the expected completion of key pre-clinical and clinical
milestones that will enable commercial discussions with potential partners.
SUMMARY
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--- page 18 ---
OUR STRENGTHS
We believe that we have several competitive strengths, including our position as a pioneer in
the rapidly growing AI nanomaterial market, our proprietary AI-driven nanomaterial platforms that
deliver precision, efficiency and cost-effectiveness across a broad range of applications, and a
diversified, low-risk pipeline spanning multiple therapeutic areas, organ targets and modalities. We
are supported by a dual-pathway business model designed to maximize both platform and product
value, as well as visionary founders and a proven leadership team with a track record of driving
scalable innovation. For details, see “Business — Our Strengths.”
OUR GROWTH STRATEGIES
We focus on building foundational models and technology platforms that integrate
interdisciplinary approaches, including data-driven AI algorithms, mechanism-based quantum
chemistry, molecular dynamics and high-throughput experimental screening systems as well as
large scale animal studies, to enable the design and development of organ-targeted nanomaterials.
Leveraging these platforms, our growth strategy is to continue advancing our core technologies,
enhancing the precision of nano-delivery across a broad range of organs and cell types, expanding
the application of our AI-driven nanomaterial platforms to advance human health, building a
comprehensive ecosystem centered on our nanomaterial technologies, and extending into emerging
non-human life science sectors. For details, see “Business — Our Growth Strategies.”
RESEARCH AND DEVELOPMENT
As a technology-centric R&D platform, we continuously enhance our capabilities through
in-house research and strategic collaborations with industry leaders. As of the Latest Practicable
Date, our R&D team, led by our three cofounders, comprised over 100 scientists and technologists,
the majority of whom hold master’s degrees or higher (including approximately 40 Ph.D. holders).
The R&D team brings together multidisciplinary expertise across nanomaterials, chemistry,
biology, physics, computational science and medicine to support an integrated and innovation-
driven research platform. For details, see “Business — Research and Development.”
OUR CUSTOMERS AND SUPPLIERS
Our customers primarily comprise top global pharmaceutical companies, innovative
biotechnology companies, and medical research institutions. In each of 2023, 2024 and 2025,
revenue generated from our five largest customers was RMB9.1 million, RMB1.2 million and
RMB103.8 million, respectively, accounting for 98.0%, 83.7% and 98.9% of our total revenue for
the same periods, respectively. In each of 2023, 2024 and 2025, revenue generated from our largest
customer was RMB4.7 million, RMB0.5 million and RMB100.0 million, respectively, accounting
for 50.5%, 35.5% and 95.2% of our total revenue for the same periods, respectively.
Our suppliers mainly include raw material suppliers for laboratory reagents and consumables,
CRO vendors, clinical trial service providers, software and database service providers, cloud
computing service providers, and laboratory operation service suppliers. In each of 2023, 2024 and
2025, the amount of purchases from our five largest suppliers was RMB77.2 million, RMB68.2
million and RMB58.9 million, respectively, accounting for 34.5%, 36.1% and 28.2% of our total
purchases for the same periods, respectively. In each of 2023, 2024 and 2025, the amount of
purchases from our largest supplier was RMB32.6 million, RMB16.0 million and RMB17.6 million,
respectively, accounting for 14.6%, 8.5% and 8.5% of our total purchases for the same periods,
respectively. For details, see “Business — Our Customers and Suppliers.”
SUMMARY
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--- page 19 ---
COMPETITIVE LANDSCAPE
Our industry is marked by intense competition and rapid advancements in technology and
science. In the emerging field of nanotechnology based drug delivery, we compete with a limited
number of specialized companies focused on similar technologies. In the broader field of
conventional drug development, we face competition from both approved treatments and
investigational therapies currently in development. We believe our competitive advantages —
including our proprietary generative AI-driven nanomaterial platforms, robust research and
development capabilities, differentiated drug candidate profiles, dual-pathway commercialization
strategy, and experienced leadership team — position us strongly in this dynamic landscape.
Nonetheless, we continue to face competition from a diverse range of players, including established
nanomaterial drug delivery companies, large pharmaceutical companies, specialized biotech
companies, and academic research centers. Any drug candidates we successfully bring to market
will face competition from existing products as well as future therapies. For a detailed discussion
of the competitive landscape for each of our pipeline programs, please refer to the section titled
“Industry Overview” in this Prospectus.
RISK FACTORS
We are a Pre-Commercial Company seeking to list on the Main Board of the Stock Exchange
under Chapter 18C of the Listing Rules. There are certain risks and uncertainties involved in our
operations and the investing in our Offer Shares, some of which are beyond our control. We have
categorized these risks and uncertainties into: (i) risks related to our research and development, (ii)
risks related to the commercialization of our technologies and services, (iii) risks related to our
operations, (iv) risks related to our intellectual property, (v) risks related to our financial prospects
and need for additional capital, (vi) risks related to doing business in the jurisdictions we operate,
and (vii) risks related to the Global Offering.
Some of the major risks we face include our reliance on the continued success of NanoForge,
a suite of proprietary and synergistic AI nanotechnologies, as any failure to maintain technological
advantages or the ability to generate novel nanomaterials acceptable by our partners could
materially and adversely affect our commercial success. Our business also depends significantly on
our ability to operate without infringing, misappropriating or otherwise violating the intellectual
property rights of third parties. In addition, if the commercialization of our AI-driven nanomaterial
platform technologies or AI-empowered solutions fails to meet expectations, our business, growth
and prospects could be significantly affected. Our service delivery further relies on close
collaboration with customers, and delays or setbacks in our customers’ own product development
may adversely impact our performance and reputation. Moreover, we have historically incurred
significant operating expenses, net losses and cash outflows from operations, and we may continue
to do so in the near future, which could materially and adversely affect our business, results of
operations, financial position and profitability.
OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
Immediately following the completion of the Global Offering and the Share Subdivision
(assuming the Presumptions), the AIC Parties, namely Dr. Lai, Dr. Wang, Dr. Chen and Scientia HK,
together with Nanjing Chengtai Y uxin, Delos Holding, Hangzhou Shengtai and Dechi Holding, will
directly or indirectly hold in aggregate approximately 25.32% of the total share capital of our
Company, and are considered as our Single Largest Group of Shareholders. For details, please refer
to the section headed “Relationship with our Single Largest Group of Shareholders.”
PRE-IPO INVESTMENTS
We have undertaken several rounds of Pre-IPO Investments. For details of the background of
our Pre-IPO Investors and the principal terms of the Pre-IPO Investments, see “History,
Development and Corporate Structure — Pre-IPO Investments.”
SUMMARY
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--- page 20 ---
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, extracted from the Accountant’s Report set out in
Appendix I to this Prospectus. The summary consolidated financial data set forth below should be
read together with, and is qualified in its entirety by reference to, our consolidated financial
statements in this Prospectus, including the related notes. Our consolidated financial information
was prepared in accordance with IFRSs.
Summary of Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss for
the years indicated.
For the year ended December 31,
2023 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/H11189,338 1,482 105,000
Cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,753) (659) (1,913)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,585 823 103,087
Research and development expenses /H1118/H1118/H1118/H1118(290,463) (274,001) (269,809)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(85,473) (90,565) (196,045)
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,781) (14,750) (22,857)
Other income/(expense) — net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(53,881) 14,941 19,934
Other (losses)/gains — net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(393) 6,262 4,083
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(449,406) (357,290) (361,607)
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,405 14,734 13,207
Finance expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,374) (156,634) (43,313)
Finance income/(costs) — net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,969) (141,900) (30,106)
Fair value changes of convertible loan /H1118/H1118 (60,551) – –
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,926) (499,190) (391,713)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) (8) (123)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,928) (499,198) (391,836)
Non-IFRS Measure
To supplement our consolidated financial statements, we also use adjusted net loss (a
non-IFRS measure) as additional financial measure, which is not required by, or presented in
accordance with IFRS Accounting Standards. We believe this non-IFRS Accounting Standards
measure facilitates comparisons of operating performance from period to period and provides useful
information to investors and others in understanding and evaluating our consolidated results of
operations in the same manner as they help our management. However, our presentation of adjusted
net loss (a non-IFRS measure) may not be comparable to similarly titled measures presented by
other companies. The use of this non-IFRS measure as an analytical tool has limitations, and you
should not consider it in isolation from, or as a substitute for an analysis of, our results of operations
or financial condition as reported under IFRS Accounting Standards.
SUMMARY
–1 2–


--- page 21 ---
We define adjusted net loss (a non-IFRS measure) as loss for the year adjusted by adding back
(i) interest expense on redemption liabilities, (ii) fair value changes of convertible loan, (iii) finance
charges paid for issuance of convertible loan, and (iv) share-based compensation. The following
table reconciles our adjusted net loss (a non-IFRS measure) for the periods presented in accordance
with IFRS Accounting Standards, which is loss for the year.
For the year ended December 31,
2023 2024 2025
RMB RMB RMB
(in thousands, except percentages)
Reconciliation of net loss to adjusted
net loss (non-IFRS measure)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,928) (499,198) (391,836)
Add:
Interest expense on redemption
liabilities (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,739 165,710 27,925
Fair value changes of convertible
loan (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,551 – –
Finance charges paid for issuance of
convertible loan (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,716 – –
Share-based compensation (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,905 93,889 183,739
Adjusted net loss (non-IFRS measure) /H1118 (347,017) (239,599) (180,172)
Notes:
(1) Interest expenses on redemption liabilities are non-cash expenses arising from the redeemable preferred shares
issued in connection with our historical equity investments. Interest expenses on redemption liabilities are not
expected to result in future cash payments.
(2) Fair value changes of and finance charges paid for issuance of convertible loan have ceased from charging
since 2023, as all convertible loans have been converted into the relevant equity interest of the Company in
2023.
(3) Share-based payment is a non-cash expense arising from granting share-based awards to selected employees.
Share-based payment is not expected to result in future cash payments.
During the Track Record Period, we derived revenue from (i) providing our research and
development services (i.e. revenue from collaboration agreements) as pilot commercialization
activities and (ii) providing customers access to our in vivo testing and animal experiment
capabilities (i.e. others). During the Track Record Period, our primary focus remained on advancing
and validating our NanoForge platform and core technologies, rather than pursuing broad
commercialization. As such, the revenue we recorded from R&D services during this period mainly
reflect our pilot commercialization activities aimed at demonstrating the capabilities and potential
applications of our nanotechnologies. Revenue from others is not our core business focus and does
not reflect our primary commercialization strategy.
For detailed discussion of our revenue composition, see “Financial Information — Description
of Major Components of Our Results of Operations — Revenue.” For detailed discussion of revenue
recognition policy, please refer to Note 6(d) to the Accountant’s Report included in Appendix I to
this Prospectus.
Our net loss was RMB581.9 million, RMB499.2 million and RMB391.8 million for the years
ended December 31, 2023, 2024 and 2025, respectively. Changes in net loss during the Track
Record Period were mainly driven by fluctuations in R&D expenses, other income and gains and
finance costs. The decrease from 2023 to 2024 reflected lower R&D expenses of RMB274.0 million
and improved other income, partly offset by higher finance costs of RMB141.9 million. From 2024
to 2025, net loss narrowed by 21.5% from RMB499.2 million to RMB391.8 million, mainly due to
a RMB103.5 million increase in revenue, an 1.5% reduction in R&D expenses to RMB269.8 million
and lower interest on redemption liabilities, partially offset by higher administrative expenses of
RMB196.0 million.
SUMMARY
–1 3–


--- page 22 ---
Summary of Consolidated Statements of Financial Positions
The table below sets forth the selected information from our consolidated statements of
financial position as of the dates indicated, which have been extracted from our audited
consolidated financial statements included in Appendix I to this Prospectus.
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118287,007 229,078 141,324
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,026,387 819,457 1,148,944
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,313,394 1,048,535 1,290,268
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,192,743 2,321,498 77,202
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,214 109,426 172,208
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,290,957 2,430,924 249,410
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(977,563) (1,382,389) 1,040,858
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,680 87,851 94,105
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/H1118117,775 211,976 2,696,316
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,183,018) (1,682,216) (1,749,563)
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(977,563) (1,382,389) 1,040,858
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118928,173 710,031 976,736
We recorded net current assets of RMB928.2 million, RMB710.0 million and RMB976.7
million as of December 31, 2023, 2024 and 2025, respectively. For a detailed discussion of our
current assets and current liabilities during the Track Record Period, see “Financial Information —
Discussion of Certain Key Items from Our Consolidated Statements of Financial Position.”
Our net liabilities of RMB1,382.4 million as of December 31, 2024 turned into net assets of
RMB1,040.9 million as of December 31, 2025, representing an improvement of RMB2,423.2
million. This improvement was primarily attributable to the derecognition of redemption liabilities
of RMB2,278.2 million in connection with the conversion of preferred shares into equity prior to
the proposed listing, as well as capital contribution from shareholders of RMB350.0 million. These
positive impacts were partially offset by our loss for the period of RMB391.8 million and currency
translation losses of RMB0.2 million.
Our net liabilities increased from RMB977.6 million as of December 31, 2023 to RMB1,382.4
million as of December 31, 2024, representing an increase of RMB404.8 million. The increase was
mainly attributable to our loss for the year of RMB499.2 million and the recognition of additional
redemption liabilities of RMB11.4 million, partially offset by share-based payment expenses of
RMB93.9 million, capital contributions of RMB11.4 million, and currency translation gains of
RMB0.5 million.
SUMMARY
–1 4–


--- page 23 ---
Summary of Consolidated Statements of Cash Flows
The following table sets forth our cash flows for the years indicated.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash used in operating activities /H1118/H1118 (192,428) (239,210) (121,593)
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(404,892) 78,925 35,092
Net cash generated from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118799,937 143,311 369,479
Net (decrease)/increase in cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,617 (16,974) 282,978
Cash and cash equivalents at the
beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364,472 561,470 557,641
Effects of exchange rate changes on cash
and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,619) 13,145 (12,356)
Cash and cash equivalents at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118561,470 557,641 828,263
We recorded net cash used in operating activities of RMB192.4 million, RMB239.2 million
and RMB121.6 million in 2023, 2024 and 2025, respectively. Our net operating cash outflow during
the Track Record Period was primarily due to our net loss position and the increased operating
expenses, reflecting the continuous upgrade and innovation of our technological capabilities and
our rapid business expansion. See “Financial Information — Liquidity and Capital Resources —
Cash Flow Analysis” for details regarding our cash flows. See also “Financial Information — Key
Financial Ratios” for details regarding the key financial ratios.
Cash Operating Costs
The following table sets forth key information relating to our cash operating costs for the
periods indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Workforce employment (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,584 30,432 39,485
R&D costs (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,847 199,399 177,680
Cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,753 659 1,913
Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,104 928 197
Marketing and advertisement expenses /H1118/H1118/H1118 3,063 1,100 1,051
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118234,351 232,518 220,326
Notes:
(1) Cash operating costs relating to workforce employment represent the sum of employee benefit expenses under
general and administrative expenses, cost of revenue and selling and marketing expenses (excluding
share-based compensation which is non-cash in nature).
(2) R&D costs under cash operating costs represent the R&D expenses, including professional service fees,
material consumption, short-term rental and utilities and others but excluding share-based compensation and
depreciation and amortization, which are non-cash in nature under R&D expenses.
SUMMARY
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--- page 24 ---
COMMERCIALIZATION AND BUSINESS SUSTAINABILITY
We are a Pre-Commercial Company dedicated to the delivery and application of functional
payloads across life forms. Since our inception, we have been primarily engaged in the research and
development of our AI-driven nanomaterial platform technologies and the continuous refinement of
our specialized solution platforms, namely AiTEM, AiLNP and AiRNA, alongside the advancement
of our proprietary pipeline assets.
We have incurred substantial upfront costs primarily associated with the establishment and
expansion of our research and development infrastructure. Such costs include expenditures for the
purchase and installation of laboratory equipment to build both our dry lab and wet lab facilities,
which form the foundation of our computational and experimental research activities. In addition,
we invested in office equipment and related fixtures necessary to support our day-to-day operations
and corporate functions. We also incurred capital expenditures for equipment used in our
technology development and testing processes, as well as for the acquisition of intangible assets
such as proprietary and commercial software to support data processing, simulation, and workflow
management. These upfront investments represent essential components of our long-term capacity
building and are expected to enhance our research efficiency and operational scalability.
As a result of our continued investment in research and development and organizational
build-out, we recorded adjusted net losses (non-IFRS measure) of RMB347.0 million, RMB239.6
million, and RMB180.2 million for the years ended December 31, 2023, 2024 and 2025,
respectively. The adjusted net losses (non-IFRS measure) during the Track Record Period were
primarily attributable to the following factors:
Significant R&D Investment. A substantial portion of our operating expenses related to
research and development, mainly comprising employee benefit expenses for scientists and
engineers, procurement of laboratory materials and instruments, and professional service fees,
including payments to CROs. Our R&D expenses amounted to RMB290.5 million, RMB274.0
million and RMB269.8 million in 2023, 2024 and 2025, respectively.
Administrative Expenses. We also incurred administrative expenses of RMB85.5 million,
RMB90.6 million, and RMB196.0 million in 2023, 2024 and 2025, respectively, primarily due to
changes in staffing structure, share-based compensation and continued investment in management
and compliance capabilities to support business expansion and listing preparation.
Limited Revenue Base During the Pre-Commercial Stage. As we remained in a pre-
commercial stage, our revenues were limited and mainly derived from early-stage research
collaborations, amounting to RMB9.3 million, RMB1.5 million and RMB105.0 million in 2023,
2024 and 2025, respectively, which were insufficient to offset our R&D and administrative
expenditures.
We believe commercialization is central to our long-term sustainability. Our strategy is
anchored in a dual-pathway business model integrating platform business development and product
licensing, supported by our proprietary AI-driven nanomaterial platform. Going forward, we aim to
scale and deepen existing collaborations, expand into new delivery modalities and high-value
adjacent applications, and strengthen our international footprint through strategic global
partnerships.
Scaling and Deepening Our Existing Collaborations
A core pillar of our commercialization strategy is to scale and deepen collaborations through
a dual-pathway approach that integrates platform and product business development. Through
platform partnerships, we license delivery nanomaterials to our partners to deliver their therapeutic
agents to generate recurring revenue and long-term engagement, while in parallel advancing
strategic transactions for our proprietary therapeutic assets to accelerate development and capture
downstream value through product licensing, co-development and royalty arrangements.
SUMMARY
–1 6–


--- page 25 ---
Our platform business development is built on enabling precise delivery of our partners’
therapeutic agents using our proprietary nanomaterial-based solutions. Under our platform
partnership model, we conduct project-based R&D collaborations with pharmaceutical and
biotechnology partners, commencing with a defined research program in which we apply our
proprietary AI platforms and delivery technologies to optimize LNPs or formulations for
partner-provided payloads and target applications. Partners typically contribute complementary
materials and study designs, and we receive fees primarily to cover research activities and, in
certain cases, option fees. Upon completion of the research phase, partners may elect to enter into
a license agreement with us to license our LNPs or specific formulations, pursuant to which we may
receive upfront, milestone and royalty payments linked to downstream development,
commercialization and product sales, with revenues recognized in accordance with transaction
milestones. For an illustrative example of the typical payment structure, see “Business — Business
Development and Collaborative Partnership — Platform Business Development.” In parallel, we are
advancing product business development for our internal pipeline products, including MTS-105,
MTS-201, MTS-109 and MTS-128, with the objective of entering licensing agreements that include
upfront payments, development and regulatory milestones and tiered royalties. In addition, the
breadth and depth of our collaborator base underpin our growth, with over 30 global pharmaceutical
and biotechnology partners and a collaboration model designed to drive repeat use, high switching
costs and longterm partner retention.
Expanding into Novel Delivery Modalities and High-Value Adjacent Applications
We believe our proprietary AI-driven nanomaterial platforms position us to capture
opportunities across both established and adjacent markets. Originally developed for human
therapeutics, our platform has evolved into a versatile engine for advanced delivery system design
with broader applications. We have demonstrated early potential in areas such as animal health, pet
longevity and material innovation, and on August 1, 2025, we entered into a cooperation intent
agreement with a leading pet healthcare supply chain provider in China to jointly develop and
commercialize AI-driven animal health products. Through continued R&D in these adjacent sectors,
we aim to diversify revenue streams, expand our commercial footprint and enhance the long-term
resilience of our business, despite potential short-term fluctuations in financial performance.
Strengthening Our International Footprint Through Strategic Global Partnerships
We are pursuing a global growth strategy to expand our international footprint, accelerate
cross-border innovation and drive long-term adoption of our AI-empowered nanomaterial
technologies. This strategy includes business development, strategic collaborations, joint ventures,
mergers and acquisitions and targeted overseas investments to unlock new commercial
opportunities and strengthen our competitive position. Through these efforts, we aim to integrate
our platform into international R&D and commercialization pipelines, expand our global customer
and partner base, and position ourselves as a trusted global partner in AI-driven nanomaterial
innovation, supporting diversified revenue and sustainable long-term growth.
For detailed discussion, please see “Business — Commercialization and Business
Sustainability.”
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, (i) the H
Shares to be issued pursuant to the Global Offering (including any H Shares which may be issued
pursuant to the exercise of the Over-allotment Option), (ii) the H Shares to be converted from the
Unlisted Shares (as adjusted by the Share Subdivision) and (iii) the additional Shares may be issued
under the Employee Incentive Schemes. We satisfy the requirements under Rule 18C.03 of the
Listing Rules (as modified by the Joint Announcement for Specialist Technology Companies and
De-SPAC Transactions) as a Pre-Commercial Company (as defined in the Listing Rules) with
reference to our expected market capitalization at the time of Listing, which exceeds HK$8 billion
based on the low-end of the Offer Price.
SUMMARY
–1 7–


--- page 26 ---
OFFERING STATISTICS (1)
Based on an Offer
Price
of HK$10.50
per Share
Market capitalization of our Shares (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$12,101.4
million
Unaudited pro forma adjusted net tangible assets of the Group per
Share (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$2.90
Notes:
(1) All offering statistics in the table are on the assumptions that the Over-allotment Option is not exercised.
(2) The calculation of market capitalization of our Shares is based on 1,152,513,850 Shares expected to be in issue
immediately after completion of the Global Offering.
(3) The unaudited pro forma adjusted consolidated net tangible assets per share are determined after the
adjustments as described in note (2) of “Appendix II — Unaudited Pro Forma Financial Information” and on
the basis that 1,099,622,830 shares are in issue (excluding 52,891,020 shares held by the Employee Incentive
Platforms relating to the restricted shares and share options granted but not yet exercised under certain
employee stock ownership plans), assuming the Global Offering and the Share Subdivision had been
completed on December 31, 2025, but without taking into account any shares which may fall to be issued upon
the exercise of the Over-Allotment Option.
LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as underwriting
fees and commissions, and (ii) non-underwriting-related expenses, comprising professional fees
paid to our legal advisors and Reporting Accountant for their services rendered in relation to the
Listing and the Global Offering, and other fees and expenses. Assuming full payment of the
discretionary incentive fee, the estimated total listing expenses (based on an Offer Price of
HK$10.50 per Share) for the Global Offering are approximately HK$136.0 million, accounting for
approximately of 6.4% of our gross proceeds. Among such estimated total listing expenses, we
expect to pay underwriting-related expenses of HK$84.5 million, professional fees for our legal
advisors and Reporting Accountant of HK$32.7 million and other fees and expenses of HK$18.8
million. An estimated amount of HK$51.4 million for our listing expenses, accounting for
approximately 2.4% of our gross proceeds, is expected to be expensed through the statement of
profit or loss and an estimated amount of HK$84.6 million is expected to be recognized directly as
a deduction from equity upon the Listing. During the Track Record Period, we incurred listing
expenses of HK$33.3 million expensed through the statement of profit or loss. We expect to charge
listing expenses of HK$18.1 million through the statement of profit or loss.
DIVIDENDS
No dividend was paid or declared by our Company or other entities comprising our Group
during the Track Record Period. As of the Latest Practicable Date, we did not have a formal
dividend policy or a fixed dividend distribution ratio. According to the Company Law of the PRC
(‘), which was promulgated by the Standing Committee of the National
People’s Congress on December 29, 2023 and became effective on July 1, 2024, when a company
distributes its after-tax profit for the current year, 10% of the profit shall be accrued and included
in the company’s statutory reserve. Where the accumulative amount of the company’s statutory
reserve is not enough to make up for the losses of the previous year, the current year’s profits shall
first be used to make up for the losses before the statutory reserve is accrued according to the
aforementioned provision. The residual after-tax profits after a company has made up its losses and
accrued reserve shall be distributed by the company. Thus, as advised by the PRC Legal Advisor,
we may not pay dividends in view of accumulated losses. See “Financial Information — Dividends”
for detail discussion.
SUMMARY
–1 8–


--- page 27 ---
WORKING CAPITAL SUFFICIENCY
Our Directors are of the view that, taking into account the estimated net proceeds from the
Global Offering and other financial resources available to us, including cash and cash equivalents,
term deposits, restricted cash, the current portion of financial assets at FVTPL, and bank
borrowings, we have sufficient working capital to cover 125% of our costs, including R&D
expenses, selling and marketing expenses, general and administrative expenses and other operating
costs, for the next 12 months from the date of this Prospectus.
Our cash burn rate is calculated as the sum of (i) net cash used in operating activities, (ii)
capital expenditures, and (iii) lease payment, divided by the number of months in the relevant
year/period. Our historical monthly average cash burn rate was RMB22.3 million, RMB21.9 million
and RMB13.7 million in 2023, 2024 and 2025, respectively. We had cash and cash equivalents,
current portion of term deposits, current portion of financial assets at FVTPL and restricted cash of
RMB1,125.5 million in aggregate as of December 31, 2025. We estimate that we will receive net
proceeds of approximately HK$1,976.9 million after deducting the listing expenses payable by us
in the Global Offering, assuming no Over-allotment Option is exercised and based on an Offer Price
of HK$10.50 per Offer Share. We estimate that our cash and cash equivalents, current portion of
term deposits, current portion of financial assets at FVTPL and restricted cash as of December 31,
2025, will be able to maintain our financial viability for approximately 50 months or, if we take into
account 10% of the estimated net proceeds (based on an Offer Price of HK$10.50 per Share) from
the Global Offering (namely, the portion allocated for our working capital and other general
purposes), approximately 59 months or, if we take into account 100% of the estimated net proceeds
(based on an Offer Price of HK$10.50 per Share) from the Global Offering, for approximately 133
months. Our Directors and our management will continue to monitor our working capital, cash
flows, and our business development status. For detailed discussion on our burn rate, please see
“Financial Information — Working Capital Sufficiency.”
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$1,976.9 million, based on an Offer Price of HK$10.50 per Offer Share, after deducting the
underwriting commissions and estimated expenses paid or payable by us in connection with the
Global Offering and assuming that the Over-allotment Option is not exercised.
We intend to use the net proceeds from the Global Offering for the following purposes:
 Approximately HK$988.5 million (or approximately 50.0% of the net proceeds) to fund
research, development, and advancement of the core technologies supporting our AI
infrastructure and AI-driven nanomaterial platforms, including:
 Approximately HK$494.2 million (or approximately 25.0% of the net proceeds)
will be used for the continued development of NanoForge, our suite of self-
developed AI models and agents.
 Approximately HK$296.5 million (or approximately 15.0% of the net proceeds)
for research and development of our AI-empowered solutions, which serve as the
foundation for our next-generation delivery and therapeutic design capabilities.
 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds)
will be used for the in vivo validation of our non-liver targeting LNPs in
association with their payloads.
 Approximately HK$395.4 million (or approximately 20.0% of the net proceeds) will be
used for ongoing and planned clinical trials of our AI-developed pipeline products,
advancing candidates across a range of therapeutic areas and modalities. These
investments will support regulatory filings, indication expansion, and early-stage
clinical validation, accelerating the translation of our platform innovations into
therapeutic solutions.
SUMMARY
–1 9–


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 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds) will be
used for the development of our animal health and longevity solutions, extending the
application of our AI-empowered solutions into these high-growth fields. These
investments will enable us to adapt and deploy our nanomaterial technologies beyond
human therapeutics, capturing value in fields with strong unmet needs and rising global
demand, facilitating our strategies to broaden the applications of our AI-driven
nanomaterial platforms and further expand into emerging sectors.
 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds) will be
allocated to support the construction of our AI-driven nanomaterials ecosystem globally,
as we believe overseas market presents greater potential for our AI-driven nanomaterial
platforms.
 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds) will be
used for working capital and other general corporate purposes.
See “Future Plans and Use of Proceeds” for further details regarding use of proceeds.
RECENT DEVELOPMENTS
Progress on Business Development
Our platform partnership model has made meaningful progress after the Track Record Period
as our technology gains validation and business development activities expand. We have received
several term sheets and are in advanced discussion on forming potential platform collaborations
with contract values ranging from approximately US$345 million to US$512 million per therapeutic
agent, under which partners may license our LNPs upon completion of the research projects. For
instance, in early March 2026 we entered into a new research collaboration agreement effective
November 2025 with a leading global pharmaceutical company that is an existing collaborator,
pursuant to which the parties agreed to screen and identify a promising lipid(s) for delivery into a
specific cell type. After the effective date of this new research collaboration agreement, we received
a term sheet from the leading global pharmaceutical company with potential contract value
amounted to US$345 million per therapeutic agent in addition to single digit royalties of annual net
sales. These collaborations demonstrate the scalability and growing market recognition of our
platform and our ability to expand and deepen relationships with collaborators.
Expected Net Loss in 2026
We expect that we will continue to be loss-making in 2026 primarily due to the anticipated
costs and expenses associated with (i) further advancement of our nanomaterials developed from
METiS platforms, (ii) increased share-based payment expenses and (iii) increased marketing
expenses to commercialize our METiS solutions and our Specialist Technology Products.
IMPACT OF COVID-19
During the Track Record Period and up to the Latest Practicable Date, we had not experienced
material disruptions in our operations as a result of COVID-19. During the COVID-19 pandemic,
we maintained operational continuity through remote work arrangements across our offices.
Through effective coordination with our lab researchers and CROs across various locations, we
sustained the smooth progress of our research activities and achieved key regulatory milestones. As
COVID-19’s global impact continued to lessen as of the Latest Practicable Date, our Directors do
not expect COVID-19 to have a material adverse impact on our business going forward. See also
“Risk Factors — Risks Related to Our Operations — Our business, results of operations and
financial condition may be adversely affected by natural disasters, health epidemics and pandemics,
civil and social disruption and other outbreaks.”
SUMMARY
–2 0–


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NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that, up to the date of this Prospectus, there had been no
material adverse change in our financial, operational or trading position, indebtedness, contingent
liabilities or prospects since December 31, 2025, which is the end date of the periods reported on
in the Accountant’s Report included in Appendix I to this Prospectus, and there had been no event
since December 31, 2025 that would materially affect the information shown in the Accountant’s
Report set out in Appendix I to this Prospectus.
SUMMARY
–2 1–


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In this Prospectus, unless the context otherwise requires, the following terms and
expressions have the meanings set forth below. Certain other terms are explained in the
section headed “Glossary of Technical Terms” in this Prospectus.
“2023 Equity Incentive
Plan”
the 2023 Equity Incentive Plan of the Company adopted on June 26, 2023
“2025 Equity Incentive
Plan”
2025 Equity Incentive Plan of the Company adopted on June 27, 2025
“2025 Restricted Share
Plan”
2025 Restricted Share Plan of the Company adopted on June 27, 2025
“5Y Capital” collectively, Evolution Holding IV Limited and Vibrant Evolution II
Limited, our Pre-IPO Investor
“Accountant’s Report” The accountant’s report from PricewaterhouseCoopers, the text of which
are set out in Appendix I to this Prospectus
“Administrator” the entity or person that conducts the general administration of the 2023
Equity Incentive Plan or the 2025 Equity Incentive Plan, as the case may
be
“affiliate” 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” or
“Accounting and
Financial Reporting
Council”
The Accounting and Financial Reporting Council of Hong Kong
“AIC Agreement” the agreement pursuant to which the AIC Parties agreed to act in concert,
the details of which are set forth in “History, Development and Corporate
Structure — Concert Party Agreement”
“AIC Parties” the parties acting in concert pursuant to the AIC Agreement, refers to Dr.
Lai, Dr. Chen, Dr. Wang and Scientia HK
“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 IV in this Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Beijing Jitai” Beijing Jitai Life Sciences Ltd* (ʮ̡), a limited
liability company established under the laws of the PRC on September
18, 2021, and a wholly-owned subsidiary of our Company
DEFINITIONS
–2 2–


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“Beijing Susida” Beijing Susida Pharmaceutical Technology Co., Ltd.* (༺ᔼᖹ
ʮ̡), a limited liability company established under the laws of
the PRC on December 19, 2024, and a wholly-owned subsidiary of our
Company
“Beijing Y uhetai” Beijing Y uhetai Management Consulting Partnership (Limited
Partnership) ( ̏ԯ༃ͫइ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on August 5, 2025, being and
Employee Incentive Platform
“Board” or “Board of
Directors”
the board of Directors of our Company
“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
“CAGR” compound annual growth rate, which is calculated by dividing the
amount at the end of the period by the amount of the beginning of that
period, raising the result to an exponent of one divided by the number of
years in the period, and subtracting one from the subsequent result
“Capital Market
Intermediaries”
the capital market intermediaries listed in “Directors and Parties
Involved in the Global Offering”
“CCASS” the Central Clearing and Settlement System established and operated by
HKSCC
“China”, “Chinese
Mainland” or “PRC”
the People’s Republic of China, which, for the purposes of this
Prospectus and for geographical reference only, references to “China”,
“Chinese Mainland” and the “PRC” do not apply to Taiwan, Hong Kong
and Macau, except where the context indicates or requires otherwise
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Co-founder(s)” Dr. Lai, Dr. Chen and Dr. Wang, the co-founders of our Group
“Committee” a committee of the Board
“Companies
Ordinance”
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to time
“Companies (Winding
Up and
Miscellaneous
Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Chapter 32 of the Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
DEFINITIONS
–2 3–


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“Company”, “our
Company” or “the
Company”
Metis TechBio Co., Ltd. (Ҧ(̏ԯ)ʮ̡) (formerly
known as Hangzhou Jitai Pharmaceutical Technology Co., Ltd.* (ψኒ
ʮ̡)), a joint stock limited liability company
established in the PRC on January 10, 2020 and converted into a joint
stock limited liability company on June 30, 2025
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected
transaction(s)”
has the meaning ascribed thereto under the Listing Rules
“Corporate Governance
Code”
the Corporate Governance Code set out in Appendix C1 to the Listing
Rules
“CSDCC” China Securities Depositary and Clearing Corporation Limited* ( ʕ਷ᗇ
ப΂ʮ̡)
“CSRC” the China Securities Regulatory Commission (ึ)
“Dechi Holding” Dechi Holding Limited, a company incorporated under the laws of the
British Virgin Islands with limited liability on September 30, 2019
(which is controlled by Dr. Lai), being an Employee Incentive Platform
and a member of the Single Largest Group of Shareholders
“Delos Holding” Delos Holding Limited, a company incorporated under the laws of the
British Virgin Islands with limited liability on September 27, 2019
(which is controlled by Dr. Lai), being an Employee Incentive Platform
and a member of the Single Largest Group of Shareholders
“Director(s)” or “our
Director(s)”
the director(s) of our Company
“Dr. Alan Fu” Dr. Chong Fu ( ˹ᶲ), our chief financial officer and Board secretary
“Dr. Lai” Dr. Tsai-Ta Lai ( ፠ʑ༺), our chairman of the Board, executive Director
and chief executive officer
“Dr. Chen” Dr. Hongming Chen, our executive Director and chief research and
development officer
“Dr. Wang” Dr. Wenshou Wang (࠯our executive Director and chief operating
officer
“Drug payload” or
“payload”
refers to the active therapeutic agent carried or delivered by a drug
delivery system or therapeutic platform, which is responsible for
exerting the intended pharmacological or biological effect after being
released or activated in the body. The drug payload may include, among
others, small-molecule compounds, peptides, nucleic acids, or other
therapeutic substances.
DEFINITIONS
–2 4–


--- page 33 ---
“Drug target” refers to the specific biological molecules or structures, such as proteins,
receptors, enzymes, or genetic materials, that are intended to be
interacted with or modulated by a drug to produce a therapeutic effect.
Drug targets are typically disease-associated components within cells,
tissues, or organs.
“EIT” enterprise income tax
“EIT Law” Enterprise Income Tax Law of the PRC (ج)
adopted by the Tenth National People’s Congress on March 16, 2007, and
effective on January 1, 2008, as amended, supplemented or otherwise
modified from time to time
“Employee Incentive
Platforms”
Nanjing Chengtai Y uxin, Delos Holding, Hangzhou Shengtai, Dechi
Holding and Beijing Y uhetai
“Employee Incentive
Schemes”
2023 Equity Incentive Plan, 2025 Equity Incentive Plan, 2025 Restricted
Share Plan and Pre-IPO Share Option Scheme, summary of the principal
terms of which is set forth in “Appendix V — Statutory and General
Information — Further Information about our Directors, Senior
Management and Substantial Shareholders — 5. Employee Incentive
Schemes”
“Equity Incentive(s)” the share option(s) or restricted share(s) granted under the 2023 Equity
Incentive Plan, the 2025 Equity Incentive Plan or the 2025 Restricted
Share Plan, as the case may be
“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 or any extreme conditions or events, the
occurrence of which will cause interruption to the ordinary course of
business operations in Hong Kong or that may affect the Listing Date
“Frost & Sullivan” Frost & Sullivan Limited, an independent professional market research
and consulting company
“General Rules of
HKSCC”
the General Rules of HKSCC as may be amended or modified from time
to time and where the context so permits, shall include the HKSCC
Operational Procedures
“Global Offering” the Hong Kong Public Offering and the International Offering
“Grantee(s)” the grantee(s) under the 2023 Equity Incentive Plan, 2025 Equity
Incentive Plan, the 2025 Restricted Share Plan or the Pre-IPO Share
Option Scheme
DEFINITIONS
–2 5–


--- page 34 ---
“Group,” “our Group,”
“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 (as amended, supplemented or otherwise modified from time
to time)
“H Share(s)” share(s) in the share capital of our Company with a nominal value of
RMB0.1 each, which is/are to be subscribed for and traded in HK dollars
and to be listed on the Hong Kong Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“Hangzhou Jitai” Hangzhou Jitai Life Sciences Ltd (ʮ̡), a
limited liability company established under the laws of the PRC on July
4, 2025, and a wholly-owned subsidiary of our Company
“Hangzhou Shengtai” Hangzhou Shengtai Management Consultancy Partnership Enterprise
(Limited Partnership) (ψସइ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on March 16, 2023 (of which Dr.
Wang is the sole general partner), being an Employee Incentive Platform
and a member of the Single Largest Group of Shareholders
“HK dollars” or
“HK$”
Hong Kong dollars and cents, respectively, the lawful currency of Hong
Kong
“HKSCC Hong Kong Securities Clearing Company Limited, a wholly-owned
subsidiary of Hong Kong Exchanges and Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued in the name
of HKSCC Nominees and deposited directly into CCASS to be credited
to your designated HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by instructing your
broker or custodian who is a HKSCC Participant to give electronic
application instructions via HKSCC’s FINI system to apply for the Hong
Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS, FINI or
any other platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
DEFINITIONS
–2 6–


--- page 35 ---
“Hong Kong Offer
Shares”
the 10,061,500 H Shares offered by us for subscription at the Offer Price
pursuant to the Hong Kong Public Offering (subject to adjustment as
described in the section headed “Structure of the Global Offering” in this
Prospectus)
“Hong Kong Public
Offering”
the offering of the Hong Kong Offer Shares for subscription by the public
in Hong Kong (subject to adjustment as described in the section headed
“Structure of the Global Offering” in this Prospectus) 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” in this Prospectus
“Hong Kong Stock
Exchange” or “Stock
Exchange”
subsidiary of Hong Kong Exchanges and Clearing Limited
“Hong Kong
Underwriters”
the underwriters listed in the paragraph headed “Hong Kong
Underwriters” in the section headed “Underwriting” in this Prospectus,
being the underwriters of the Hong Kong Public Offering
“Hong Kong
Underwriting
Agreement”
the underwriting agreement dated April 30, 2026 relating to the Hong
Kong Public Offering entered into by our Company, the Single Largest
Group of Shareholders, the Joint Sponsors, the Sponsor-Overall
Coordinators and the Hong Kong Underwriters, as further described in
“Underwriting — Underwriting Arrangements and Expenses — Hong
Kong Public Offering — Hong Kong Underwriting Agreement”
“HSG” collectively, HSG Seed I Holdco T, Ltd. and HSG V enture VIII Holdco
AC, Ltd., our Pre-IPO Investor
“IFRS(s)” IFRS Accounting Standards, which collective term includes all
applicable individual International Financial Reporting Standards,
International Accounting Standards and Interpretations issued by the
International Accounting Standards Board (“ IASB ”)
“Independent Third
Party(ies)”
any entity(ies) or person(s) who is not a connected person of our
Company within the meaning of the Hong Kong Listing Rules
“International Offer
Shares”
the 191,167,500 H Shares offered by our Company pursuant to the
International Offering (subject to adjustment as described in the section
headed “Structure of the Global Offering” in this Prospectus) together
with any additional H Shares which may be allotted and issued by our
Company pursuant to the exercise of the Over-allotment Option
“International
Offering”
the offer of the International Offer Shares (a) in the United States solely
to QIBs pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act or (b) outside the
United States in offshore transactions in reliance on Regulation S, at the
Offer Price, in each case on and subject to the terms and conditions of the
International Underwriting Agreement, as further described in the section
headed “Structure of the Global Offering” in this Prospectus
DEFINITIONS
–2 7–


--- page 36 ---
“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 May 11, 2026 by, among others,
our Company and the International Underwriters, as further described in
“Underwriting — International Offering”
“IPO” initial public offering
“Joint Announcement
for Specialist
Technology
Companies and De-
SPAC Transactions”
the Joint Announcement of the SFC and the Stock Exchange in relation
to Temporary Modifications to Requirements for Specialist Technology
Companies and De-SPAC Transactions published on August 23, 2024
“Joint Bookrunners” the joint bookrunners as named in the section headed “Directors and
Parties Involved in the Global Offering” of this Prospectus
“Joint Global
Coordinators”
the joint global coordinators as named in the section headed “Directors
and Parties Involved in the Global Offering” of this Prospectus
“Joint Lead Managers” the joint lead managers as named in the section headed “Directors and
Parties Involved in the Global Offering” of this Prospectus
“Joint Sponsors” the joint sponsors as named in the section headed “Directors and Parties
Involved in the Global Offering” of this Prospectus
“Latest Practicable
Date”
April 27, 2026 being the latest practicable date for the purpose of
ascertaining certain information contained in this Prospectus prior to its
publication
“Listing” listing of the H Shares on the Main Board of the Hong Kong Stock
Exchange
“Listing Committee” the Listing Committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Wednesday, May 13, 2026, on which
our H Shares are listed and from which dealings therein are permitted to
take place on the Hong Kong Stock Exchange
“Listing Rules” or
“Hong Kong Listing
Rules”
the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange, as amended, supplemented or otherwise modified from time
to time
“Main Board” the stock exchange (excluding the option market) operated by the Hong
Kong Stock Exchange which is independent from and operated in
parallel with GEM of the Hong Kong Stock Exchange
DEFINITIONS
–2 8–


--- page 37 ---
“Metis Australia” Metis Pharmaceuticals Australia Pty Ltd, a limited liability company
established under the laws of Australia on May 6, 2024 and an indirectly
wholly owned subsidiary of our Company
“Metis HK” Hong Kong Metis TechBio Limited (formerly known as Metis
Therapeutics HK Limited), a limited liability company established under
the laws of Hong Kong on April 5, 2024 and an indirectly wholly owned
subsidiary of our Company
“Metis Therapeutics” Metis Therapeutics Inc., an incorporated company established under the
laws of the United States on October 23, 2019 and a directly wholly
owned subsidiary of our Company
“Ministry of Finance”
or “MOF”
the Ministry of Finance of the PRC (௅)
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅)
“Nanjing Chengtai
Y uxin”
Nanjing Chengtai Y uxin Management Consultancy Partnership
Enterprise (Limited Partnership)* (इ༃㒥၍ଣፔ༔ΥྫΆุ(Ϟ
Υྫ)), a limited partnership established in the PRC on June 14, 2023
(of which Dr. Wang is the sole general partner), being an Employee
Incentive Platform and a member of the Single Largest Group of
Shareholders
“NDRC” the National Development and Reform Commission of the PRC* ( ʕശɛ
ึ)
“Nomination
Committee”
the nomination committee of the Board
“Offer Price” HK$10.50, being the offer price per Offer Share (exclusive of brokerage
fee of 1%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange
trading fee of 0.00565% and Accounting and Financial Reporting
Council 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” in this
Prospectus
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer Shares, with any
additional H Shares which may be allotted and issued pursuant to the
exercise of the Over-allotment Option
“Option Period” the period during which an option may be exercised from time to time
under the 2025 Equity Incentive Plan, 2025 Restricted Share Plan or the
Pre-IPO Share Option Scheme, as the case may be
DEFINITIONS
–2 9–


--- page 38 ---
“Over-allotment
Option”
the option granted by us to the International Underwriters, exercisable by
the Overall Coordinators (on behalf of the International Underwriters)
pursuant to the International Underwriting Agreement, to require our
Company to allot and issue up to an aggregate of 30,184,000 additional
H Shares at the Offer Price, representing 15% of the Offer Shares
initially available under the Global Offering, to cover, among other
things, over-allocations in the International Offering, if any, exercisable
at any time from the date of the International Underwriting Agreement up
to (and including) the date which is the 30th day from the last day for
lodging of applications under the Hong Kong Public Offering
“Overall Coordinators” the overall coordinators as named in the section headed “Directors and
Parties Involved in the Global Offering” of this Prospectus
“Pathfinder SII(s)” has the meaning ascribed to it in Chapter 2.5 of the Guide for New
Listing Applicants, and unless the context otherwise requires, refers to
the Pre-IPO Investor(s) set out in “History, Development and Corporate
Structure — Pre-IPO Investments — 5. Information about our Pre-IPO
Investors — Our Pathfinder SIIs and Sophisticated Independent
Investors”
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central bank of the PRC
“PRC Company Law” the Company Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ʮ
ج)
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 Advisor” Han Kun Law Offices, our legal advisor as to PRC laws
“Pre-IPO
Investment(s)”
the investment(s) in our Company undertaken by the Pre-IPO Investors
pursuant to the respective equity transfer agreement(s) and capital
increase agreement(s), details of which are set out in the section headed
“History, Development and Corporate Structure” in this Prospectus
“Pre-IPO Investor(s)” the investor(s) from whom our Company obtained several rounds of
investments, details of which are set out in the section headed “History,
Development and Corporate Structure” in this Prospectus
“Pre-IPO Share Option
Scheme”
the share option plan of the Company adopted on June 27, 2025
“Presumptions” assuming no new Shares are issued under the Over-allotment Option and
the Employee Incentive Schemes
DEFINITIONS
–3 0–


--- page 39 ---
“Prospectus” this Prospectus being issued in connection with the Hong Kong Public
Offering
“Province” each being a province or, where the context requires, a provincial-level
autonomous region or municipality under the direct supervision of the
central government of the PRC
“Qualified Institutional
Buyer” or “QIB”
a qualified institutional buyer within the meaning of Rule 144A under the
U.S. Securities Act
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and
Appraisal
Committee”
the remuneration and appraisal committee of the Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” the State Administration of Foreign Exchange of the PRC (̮ි
၍ଣ҅)
“Scientia HK” Scientia HK Limited, a private company limited by shares incorporated
on February 17, 2023, which is wholly owned by Dr. Lai, being a
member of our Single Largest Group of Shareholders
“Securities and Futures
Ordinance” or
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified from time to
time
“SFC” the Securities and Futures Commission of Hong Kong
“Shanghai-Hong Kong
Stock Connect”
a securities trading and clearing links program developed by the Hong
Kong Stock Exchange, Shanghai Stock Exchange, HKSCC and CSDCC
for the establishment of mutual market access between Hong Kong and
Shanghai, including Southbound Trading and Northbound Trading
“Shanghai Jitai” Shanghai Jitai Pharmaceutical Technology Co., Ltd.* (߅
ʮ̡), a limited liability company established under the laws of
the PRC on November 21, 2022, and a wholly-owned subsidiary of our
Company
“Shanghai Metis” Shanghai Metis Pharmaceutical Technology Co., Ltd.* ( ɪऎૠ໛౶ᔼᖹ
ʮ̡), a limited liability company established under the laws of
the PRC on October 17, 2022, and a wholly-owned subsidiary of our
Company
“Share(s)” ordinary share(s) in the capital of our Company with a nominal value of
RMB0.10 each
DEFINITIONS
–3 1–


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“Share Limit” maximum number of Shares to be issued under the 2023 Equity Incentive
Plan, 2025 Equity Incentive Plan, 2025 Restricted Share Plan or the
Pre-IPO Share Option Scheme, as the case may be
“Share Subdivision” the Share Subdivision immediately prior to the Listing, pursuant to
which each of our Share with par value of RMB1.00 will be subdivided
into ten Shares with par value of RMB0.10 each
“Shareholder(s)” holder(s) of the Share(s)
“Shenzhen-Hong Kong
Stock Connect”
a securities trading and clearing links program to be developed by the
Hong Kong Stock Exchange, Shenzhen Stock Exchange, HKSCC and
CSDCC for the establishment of mutual market access between Hong
Kong and Shenzhen
“Single Largest Group
of Shareholders”
refers to Dr. Lai, Dr. Chen, Dr. Wang, Scientia HK, Delos Holding,
Nanjing Chengtai Y uxin, Hangzhou Shengtai and Dechi Holding. See
“Relationship with our Single Largest Group of Shareholders”
“Sophisticated
Independent
Investor(s)” or
“SII(s)”
has the meaning ascribed to it under Chapter 18C.05 of the Listing Rules
and in Chapter 2.5 of the Guide for New Listing Applicants, and unless
the context otherwise requires, refers to the Pre-IPO Investor(s) set out
in “History, Development and Corporate Structure — Pre IPO
Investments — 5. Information about our Pre-IPO Investors — Our
Pathfinder SIIs and Sophisticated Independent Investors”
“Specialist Technology
Company”
has the meaning ascribed to it under the Listing Rules
“Specialist Technology
Industry”
has the meaning ascribed to it under Chapter 18C of the Listing Rules
“Specialist Technology
Product(s)”
has the meaning ascribed to it under Chapter 18C of the Listing Rules
“Sponsor-Overall
Coordinators”
the sponsor-overall coordinators as named in “Directors and Parties
Involved in the Global Offering”
“Stabilizing Manager” CLSA Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial
shareholder(s)”
has the meaning ascribed thereto under the Listing Rules
“Suzhou Jitai” Suzhou Jitai Pharmaceutical Technology Co., Ltd.* (Ҧ
ʮ̡), a limited liability company established under the laws of the
PRC on March 22, 2023, and a directly wholly owned subsidiary of our
Company
DEFINITIONS
–3 2–


--- page 41 ---
“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
“Track Record Period” the periods comprising the financial years ended December 31, 2023,
2024 and 2025
“Underwriters” the Hong Kong Underwriters and the International Underwriters
“Underwriting
Agreements”
the Hong Kong Underwriting Agreement and/or the International
Underwriting Agreement, as the context may require
“Unlisted Share(s)” ordinary share(s) (other than H Shares) in the share capital of our
Company with a nominal value of RMB0.10 each
“U.S.” or “United
States”
the United States of America, its territories, its possessions and all areas
subject to its jurisdiction
“U.S. dollar”, “US$”
or “USD”
United States dollar, the lawful currency of the United States
“U.S. Securities Act” the United States Securities Act of 1933, as amended and supplemented
or otherwise modified from time to time, and the rules and regulations
promulgated thereunder
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted online through the designated website
of the White Form eIPO Service Provider, www.eipo.com.hk
“White Form eIPO
Service Provider”
Computershare Hong Kong Investor Services Limited
Certain amounts and percentage figures included in this Prospectus were subjected to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be 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 subsidiaries) have been included in this
Prospectus in both the Chinese and English languages and in the event of any inconsistency, the
Chinese versions shall prevail.
* For identification purpose only
DEFINITIONS
–3 3–


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In this Prospectus, unless the context otherwise requires, explanations and definitions
of certain terms used in this Prospectus in connection with our Group and our business
shall have the meanings set out below. The terms and their meanings may not correspond
to standard industry meaning or usage of these terms.
“AA V” Adeno-Associated Virus, a small, non-pathogenic virus commonly used as
a delivery vector in gene therapy
“AD” Alzheimer’s Disease, a progressive neurodegenerative disorder and the
most common cause of dementia, marked by memory loss, cognitive
decline, and behavioral changes
“ADC” Antibody-Drug Conjugates, a class of biopharmaceutical drugs composed
of an antibody linked to a biologically active drug or cytotoxic compound
“AE” adverse event, any untoward medical occurrences in a patient or clinical
investigation subject who has been administered with a drug or other
pharmaceutical product during clinical trials and which do not necessarily
have a causal relationship with the treatment
“AI” artificial intelligence, technology that enables computers and machines to
simulate human learning, comprehension, problem solving, decision
making, creativity and autonomy
“algorithm” a step-by-step set of rules or instructions designed to perform a specific task
or solve a problem, typically used in computing and data processing
“ALS” amyotrophic lateral sclerosis, a progressive neurodegenerative disease that
affects motor neurons in the brain and spinal cord, leading to muscle
weakness, paralysis, and ultimately respiratory failure
“antibody” also known as an immunoglobulin, a protein used by the immune system to
recognize and bind an antigen
“A TI” Type I alveolar epithelial cell, a thin, flat cell type in the alveoli responsible
for gas exchange between the air and blood
“A TII” Type II alveolar epithelial cell, a specialized cell in the alveoli that secretes
surfactant to reduce surface tension and serves as a progenitor for A TIs
“BCMA” B cell maturation antigen, a protein expressed on plasma cells and some
late-stage B cells, serving as a target for therapies aimed at depleting
pathogenic antibody-producing cells
“biparatopic” referring to a molecule engineered to bind two distinct epitopes on the same
target antigen, or two different antigens, to enhance binding specificity and
functional activity
“BiTE” bispecific T-cell engager, a subtype of TCEs composed of two single-chain
variable fragments that redirect T cells to tumor cells by binding CD3 on T
cells and a tumor-specific antigen
GLOSSARY OF TECHNICAL TERMS
–3 4–


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“bsAb” bispecific antibody, an engineered antibody that can simultaneously bind
two different antigens or epitopes, enabling targeted immune responses
against cancer or other diseases
“CAGR” compound annual growth rate
“CAR-T” chimeric antigen receptor T-cell, a cell-based immunotherapy in which a
patient’s T cells are genetically modified to express receptors that
specifically target tumor antigens
“CD3” cluster of differentiation 3, a surface protein associated with the T-cell
receptor to form a complex involved in antigen recognition and signal
transduction
“CD16a” a receptor expressed on the surface of natural killer (NK) cells that mediates
antibody-dependent cellular cytotoxicity; used to recruit NK cells in
immunotherapies
“CD19” cluster of differentiation 19, a surface protein expressed from the earliest
stages of B-cell development until plasma cell terminal differentiation,
when its expression is lost
“clastogenic” causing breaks or structural changes in chromosomes
“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 the
therapeutic value and safety of such drugs
“cloud computing” a model for delivering computing resources — such as servers, storage,
databases, networking, software, and analytics — over the internet,
allowing users to access scalable and on-demand services without managing
physical infrastructure.
“CMC” chemistry, manufacturing and controls processes in the development,
licensure, manufacturing and ongoing marketing of pharmaceutical
products
“CNS” central nervous system, the body’s processing center, consisting of the brain
and spinal cord
“CNS-BFS” Center for Neurologic Study-Bulbar Function Scale, a clinical tool used to
evaluate bulbar function, including speech, swallowing, and drooling,
particularly in patients with neurological diseases
“CNS-LS” Center for Neurologic Study-Lability Scale, a patient-reported outcome
measure used to assess the severity and frequency of PBA symptoms, with
higher scores indicating greater symptom burden
“combination
(therapy)”
treatment in which a patient is given two or more drugs (or other therapeutic
agents) for a single disease
GLOSSARY OF TECHNICAL TERMS
–3 5–


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“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
“CRS” cytokine release syndrome, a condition that occurs when the immune
system is highly activated, leading to the rapid and excessive release of
cytokines into the bloodstream
“DLL3” delta-like ligand 3, a transmembrane protein aberrantly expressed on the
surface of certain tumor cells, including small cell lung cancer and
neuroendocrine tumors, and used as a tumor-associated target for
immunotherapies
“DLT” dose-limiting toxicity, a specified quantity of a therapeutic agent, such as a
drug or medicine, prescribed to be taken at one time or at stated intervals
“DM” dextromethorphan hydrobromide, a centrally acting cough suppressant that
modulates glutamatergic signaling in the brain and is used therapeutically in
certain neurological and psychiatric conditions, including PBA
“DPP4” dipeptidyl peptidase-4, an enzyme responsible for degrading incretin
hormones such as GLP-1 and GLP-2
“dry lab” a research environment that uses computational tools and simulations rather
than physical experiments, often applied in fields like bioinformatics, data
analysis, and theoretical modeling
“ECG” electrocardiogram, a recording of the heart’s electrical activity through
repeated cardiac cycles
“FDA” the Food and Drug Administration of the United States
“FGF” Fibroblast Growth Factor, a group of growth factors involved in
angiogenesis, wound healing, and embryonic development. FGF signaling
dysregulation is linked to tumorigenesis
“foundational
model”
a large-scale machine learning model trained on broad data at scale, capable
of generalizing across a wide range of tasks. It serves as the base for
fine-tuning and specialization in various applications (e.g., natural language
processing, computer vision, multimodal reasoning)
“GCP” good clinical practice, a set of ethical and scientific quality standards for
designing, conducting, recording, and reporting clinical trials involving
human participants
“generative AI” a type of artificial intelligence that creates new content (such as text,
images, music, or molecular structures) by learning patterns from existing
data and generating outputs that resemble the training data.
“GLP-1” glucagon-like peptide-1, an incretin hormone that stimulates insulin
secretion, inhibits glucagon release, and slows gastric emptying, playing a
key role in glucose metabolism
GLOSSARY OF TECHNICAL TERMS
–3 6–


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“GLP-2” glucagon-like peptide-2, a hormone involved in intestinal growth and
function, promoting nutrient absorption and gut barrier integrity
“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” term used to refer to the severity of adverse events according to Common
Terminology Criteria for Adverse Events, using Grade 1, Grade 2, Grade 3,
etc.
“granzymes” a family of serine proteases released by cytotoxic T cells and natural killer
cells that enter target cells through perforin-formed pores and induce
apoptosis
“GPC3” glypican-3, a cell surface proteoglycan overexpressed in hepatocellular
carcinoma (HCC), considered a tumor-associated antigen and a promising
therapeutic
“HCC” hepatocellular carcinoma, a primary malignancy of the liver that occurs
predominantly in patients with underlying chronic liver disease and
cirrhosis
“HGF” hepatocyte growth factor, a growth factor that stimulates cell proliferation,
motility, and morphogenesis, particularly in liver and epithelial cells. It
plays a role in tumor growth and metastasis
“Hh” Hedgehog, a signaling pathway critical for embryonic development and
tissue regeneration, with aberrant activation associated with various cancers
“high-throughput” a method or system that enables the rapid execution of a large number of
experiments or data processing tasks simultaneously, commonly used in
genomics, drug screening, and materials science
“humoral immunity” the branch of the immune system mediated by B cells and the antibodies
they produce, playing a central role in immunology diseases when
dysregulated
“IHC” immunohistochemistry, a laboratory method that uses antibodies to detect
specific proteins in tissue sections, commonly used to study protein
expression patterns and localization
“IIT” investigator-initiated trial, a clinical study proposed upon the initiatives of
and conducted by medical institute investigators
“in silico ” (referring to experiments or analyses) conducted using computer
simulations or computational models, often as a complement or alternative
to in vitro or in vivo studies
“in situ ” (referring to processes or observations) made directly in the original place
or context, such as within living tissues, natural environments, or functional
systems
GLOSSARY OF TECHNICAL TERMS
–3 7–


--- page 46 ---
“in vitro ” a category of study conditions which are performed with microorganisms,
cells, or biological molecules outside their normal biological context
“in vivo ” a category of study conditions 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
“indication” a specific condition, disease, or medical purpose for which a drug,
treatment, or medical device is intended or approved for use
“interferon gamma”
or “IFN- /H9253”
a cytokine that plays an important role in inducing and modulating an array
of immune responses
“ionizable Lipid” a class of lipids that acquire a charge under specific pH conditions, enabling
efficient encapsulation and intracellular delivery of nucleic acids such as
mRNA
“ITT” intent-to-treat population, a population that includes all randomized
subjects in a clinical trial, analyzed according to their assigned treatment,
regardless of whether they completed the treatment as per protocol
“LN” lupus nephritis, a severe kidney complication of systemic lupus
erythematosus, caused by immune complex deposition and inflammation in
renal tissues
“LNP” lipid nanoparticles, a nanoscale delivery system composed of lipids,
commonly used to encapsulate and protect nucleic acid-based therapeutics
such as mRNA
“machine learning” a subset of artificial intelligence that involves training algorithms to learn
patterns from data and make predictions or decisions without being
explicitly programmed for specific tasks
“mITT” modified intent-to-treat population, a subset of the ITT population,
typically including only participants who meet specific criteria, such as
having received at least one dose of study medication
“monotherapy” therapy that uses a single drug to treat a disease or condition
“mRNA” messenger RNA, a type of RNA molecule that carries genetic information
from DNA in the cell’s nucleus to the cytoplasm, where proteins are
synthesized
“MS” multiple sclerosis, a chronic immunology disease in which the immune
system attacks the protective myelin sheath covering nerve fibers, leading
to communication problems between the brain and the rest of the body
GLOSSARY OF TECHNICAL TERMS
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“MTD” maximum tolerated dose, the highest dose of a drug or therapeutic agent
that does not cause unacceptable side effects in preclinical or clinical
studies, used to guide dosing in human trials
“mutagenic” causing changes or mutations in the DNA sequence
“NK cell” natural killer cell, a white blood cell that destroys infected and diseased
cells, like cancer cells
“NKCE” natural killer cell engager, a multi-specific therapeutic protein that redirects
NK cells to recognize and eliminate target cells by binding both NK cell
receptors (e.g., CD16a) and target cell antigens (e.g., CD19 or BCMA)
“NHP” non-human primate, a category of primates used in biomedical research,
such as rhesus macaques or cynomolgus monkeys, whose physiological
similarities to humans support translational studies
“NMPA” the National Medical Products Administration of China, founded on the
basis of the former State Food and Drug Administration
“NOAEL” no-observed-adverse-effect level, the highest dose in a toxicity study at
which no adverse effects are observed, used to guide safe dosing levels in
humans
“N/P ratio” nitrogen-to-phosphate ratio, a key formulation parameter representing the
ratio of positively charged nitrogen atoms (from cationic or ionizable lipids)
to negatively charged phosphate groups (from nucleic acids) in LNP
systems. It determines encapsulation efficiency, particle stability, and
transfection performance
“ODT” orally disintegrating tablet, a dosage form designed to rapidly dissolve or
disintegrate in the mouth without the need for water, enhancing ease of
administration
“PBA” pseudobulbar affect, a neurologic condition characterized by involuntary,
sudden, and frequent episodes of laughing or crying that are
disproportionate or unrelated to the patient’s actual emotional state
“PBMC” peripheral blood mononuclear cell, a cell isolated from peripheral blood and
identified as any blood cell with a round nucleus
“PD” Parkinson’s disease, a progressive neurological disorder that affects
movement, causing symptoms such as tremors, muscle rigidity,
bradykinesia (slowness of movement), and postural instability
“perforin” a cytolytic protein released by cytotoxic T cells that forms pores in the
target cell membrane, facilitating cell death
“pharmacodynamic”
or “PD”
the study of how a drug affects the body, including the mechanisms of
action, relationship between drug concentration and effect, and therapeutic
or toxic responses
GLOSSARY OF TECHNICAL TERMS
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“pharmacokinetics”
or “PK”
the study of the bodily absorption, distribution, metabolism, and excretion
of drugs, which, together with pharmacodynamics, influences dosing,
benefit, and adverse effects of the drug
“Phase I clinical
trial”
a study in which a drug is administered to healthy volunteers or patients
with the target disease or condition to evaluate its safety, dosage range,
tolerability, absorption, metabolism, distribution, and excretion, and, when
possible, to obtain preliminary data on efficacy
“Phase II clinical
trial”
a study in which a drug is administered to a limited number of patients to
assess its safety and potential side effects, establish dosage tolerance and
optimal dosing regimen, and obtain preliminary evidence of efficacy for a
specific indication
“Phase III clinical
trial”
a study in which a drug is administered to a larger and more diverse patient
population across multiple clinical sites to confirm its efficacy, monitor
adverse reactions, and collect sufficient safety and efficacy data for
regulatory approval and product labeling
“Phase IV clinical
trial”
post-marketing studies conducted after regulatory approval to monitor
long-term effectiveness and safety in the general population, identify any
rare or long-term adverse effects, and evaluate the drug’s performance in
real-world use
“placebo” a medical treatment or preparation with no specific pharmacological
activity
“preclinical study” a study 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 outcome at the end of a study to assess the effect
of the drug being investigated
“PYY” peptide YY , a gut hormone that reduces appetite and inhibits gastric
motility, contributing to satiety
“Q” quinidine sulfate, a class I antiarrhythmic agent used at low doses to inhibit
the metabolism of dextromethorphan, thereby increasing its bioavailability
and prolonging its therapeutic effect
“quantum
chemistry”
a branch of theoretical chemistry that uses quantum mechanics to study the
electronic structure, properties, and reactions of molecules and atoms
“RNA” ribonucleic acid, a molecule that is present in the majority of living
organisms and viruses made up of nucleotides
“RNAscope” a highly sensitive RNA in situ hybridization (ISH) technique used to detect
and localize specific RNA molecules within tissue samples at the single-cell
level
GLOSSARY OF TECHNICAL TERMS
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“SAE” serious adverse event, an adverse event that results in death, or is
life-threatening, or requires in-patient hospitalization or causes
prolongation of existing hospitalization, or results in persistent or
significant disability or incapacity, or is a congenital anomaly or birth
defect
“scFv” single-chain variable fragment, a genetically engineered fusion of the
variable regions of the heavy and light chains of an antibody, connected by
a short linker
“SCLC” small cell lung cancer, a highly aggressive form of lung cancer
characterized by rapid growth and early metastasis, frequently associated
with neuroendocrine features and DLL3 expression
“siRNA” small interfering RNA, a class of short double-stranded RNA molecules that
silence gene expression by degrading complementary mRNA, commonly
used for therapeutic gene knockdown
“SLE” systemic lupus erythematosus, an immunology disease in which the immune
system attacks its own tissues, causing widespread inflammation and tissue
damage in the affected organs
“SORT” selective organ targeting, a lipid nanoparticle technology developed to
direct nucleic acid delivery to specific organs by modifying the composition
of the LNP
“TAA” tumor-associated antigen, a type of antigen expressed on the surface of
tumor cells, but not or only minimally on normal cells, making it a useful
target for cancer diagnosis and therapy
“TBI” traumatic brain injury, a form of acquired brain injury that occurs when an
external mechanical force causes brain dysfunction, often resulting in
cognitive, physical, emotional, or behavioral impairments
“TCE” T-cell engager, a type of bispecific antibody designed to recruit and activate
T cells to recognize and kill tumor cells by binding both CD3 on T cells and
a tumor-associated antigen on cancer cells
“TCR” T-cell receptor, a molecule found on the surface of T cells that recognizes
antigens presented by other cells, initiating immune responses
“tdTomato” a red fluorescent protein commonly used as a reporter in molecular and
cellular biology to track gene expression and protein localization
“TEAE” treatment emergent adverse event, adverse events not present prior to
medical treatment, or an already present event that worsens either in
intensity or frequency following the treatment
“TGR5” Takeda G protein-coupled receptor 5, a receptor activated by bile acids that
regulates energy metabolism, glucose homeostasis, and secretion of gut
hormones
GLOSSARY OF TECHNICAL TERMS
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“TME” tumor microenvironment, the complex environment surrounding a tumor,
including immune organs, blood vessels, stromal cells, and signaling
molecules, which can influence tumor progression and response to therapy
“transfection” the process of introducing nucleic acids (such as mRNA or DNA) into cells
to produce a desired protein or to modify gene expression. In the context of
LNPs, transfection refers to successful delivery and expression of the
genetic payload in target cells
“UTR” untranslated regions, the sequences on either side of a gene’s coding
sequence that are transcribed to pre-mRNA despite not encoding amino
acids
“wet lab” a laboratory where experiments involve biological or chemical materials in
liquid or solid form, requiring physical handling, reagents, and specialized
equipment
“Wnt” a family of signaling pathways that regulate cell proliferation, migration,
and differentiation, often implicated in cancer development when
dysregulated
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 that could affect the accuracy of our forward-looking statements
include, but are not limited to, factors relating to our operations and business prospects; our ability
to maintain relationships 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 in the regulatory environment applicable to our industries and markets;
our ability to maintain our market-leading positions; the actions and developments of our
competitors; our ability to effectively control 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 to recruit qualified staff; our business strategies and our ability
to implement such strategies, including our service and geographic expansion plans; our ability to
protect our intellectual property rights and maintain confidentiality; the effectiveness of our quality
control systems; fluctuations or volatility in interest rates, foreign exchange rates, equity prices,
trading volumes, commodity prices and overall market trends, including those relating to the PRC
and the industries and markets in which we operate; and developments in the capital markets.
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 Shares involves significant risks. You should carefully consider all
of the information set out in this Prospectus, including the risks and uncertainties described
below, before making an investment in our Shares. Particularly, we are a Pre-Commercial
Company seeking to list on the Main Board of the Stock Exchange under Chapter 18C of the
Listing Rules. Our operations and the specialist technology industry in which we operate
involve certain risks and uncertainties, some of which are beyond our control and may cause
you to lose all your investments in our Shares.
The following is a description of what we consider to be our material risks. Our
business, financial condition and results of operations could be materially and adversely
affected by any of these risks and uncertainties. The trading price of our Shares could decline
due to any of these risks, and you may lose all or part of your investment. These factors are
contingencies that may or may not occur , and we are not in a position to express a view on
the likelihood of any such contingency occurring. The information given is as of the Latest
Practicable Date unless otherwise stated, will not be updated after the date hereof, and is
subject to the cautionary statements in “Forward Looking Statements.”
RISKS RELATED TO OUR RESEARCH AND DEVELOPMENT
Our commercial success depends on the success of NanoForge. Failure to maintain our
technological advantages or gain market acceptance of our AI foundational models may have a
material and adverse impact on our commercial success.
NanoForge is the cornerstone of our AI nanotechnology strategy. It is an integrated suite of
technologies that combines our extensive de novo ionizable lipid library, AI foundational models,
the METiS AI Agent, quantum simulation capabilities, AI-driven high-throughput experimentation
platforms, and deep expertise in nanomaterial manufacturing capabilities. This platform enables us
to model, simulate, and optimize nano-scale interactions with a high degree of precision and
efficiency.
The success of NanoForge in advancing our AI nanotechnology strategy depends on several
key factors, including the reliability and robustness of the NanoForge platform, its ability to
generate and optimize novel lipids and lipid nanoparticles (LNPs with superior characteristics,
including organ tropism), the ability of our lipid library and related solutions to demonstrate clear
advantages over legacy and alternative technologies in a cost-effective manner, and the capability
of our AI nanotechnology to accurately predict drug-excipient interactions and identify optimal
excipient candidates. Our performance also depends on the effectiveness of the NanoForge platform
and its core components, our ability to continuously upgrade and innovate our technologies, develop
new solutions for customers and partners, keep pace with industry and technology trends, and
compete effectively with alternative AI nanotechnology solutions. In addition, our success is
influenced by brand awareness, partners’ willingness to adopt new technologies, market adoption
across pharmaceutical, biotechnology and research institutions, and market sentiment regarding the
accuracy and security of our technologies and data. As a result, the continued advancement of
NanoForge is critical to our innovation pipeline, competitive positioning and long-term growth, as
its predictive capabilities and ability to accelerate material discovery directly impact the efficiency
of our R&D efforts and our ability to deliver differentiated nanomedicine solutions.
There can be no assurance that we will successfully address any of these or other factors that
may affect the market acceptance of our NanoForge technology platform and METiS solutions. If
we are unsuccessful in achieving and maintaining market acceptance of our platform and solutions,
our business, financial condition, results of operations and prospects could be adversely affected.
RISK FACTORS
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The industries that we operate in are characterized by constant changes. If we are not able to
continuously upgrade, enhance or innovate our technologies and solutions, our business could
be adversely affected.
Our businesses operate in industries that are subject to rapid technological advancements,
regulatory changes, and evolving partner needs and preferences. In order to remain competitive and
responsive to partner demands, we continually upgrade, enhance, and innovate our existing
technologies and solutions. If we fail to respond timely and successfully to technological challenges
and partner needs and preferences, the demand for our solutions may diminish. We will also need
to enhance and create new features and functionalities of our technologies and solutions to enhance
their utility to our partners and adapt to evolving partner preferences, in order to retain existing
partners and attract new partners. If we are unable to provide new features or applications for our
technologies and solutions, our solutions may lose market acceptance or fail to keep pace with rapid
technological developments, which could have material adverse effect on our business, financial
condition, results of operations, and reputation. In addition, the success of our solutions depends on
several factors, such as continuous investment, timely introduction and completion of such
enhancements or innovations. Failure to do so may significantly impair our business and future
growth.
We intend to continue investing significantly in R&D, which may adversely impact our
profitability and operating cash flow in the short-term and may not generate the results we expect
to achieve.
To compete successfully, we must maintain successful R&D efforts, upgrade and innovate our
technologies, and improve or develop new technologies and services, all ahead of any competitors.
We are focusing our R&D efforts across several technologies, such as AI nanomaterial technologies,
nanoscale interactions and the real-world applications of our solutions. We have been investing
heavily in our R&D efforts. Our R&D expenses amounted to RMB290.5 million, RMB274.0 million
and RMB269.8 million in 2023, 2024 and 2025, respectively. The industries in which we operate
are subject to rapid technological changes and are evolving quickly in terms of technological
innovation. We need to invest heavily, in R&D to keep competitive in the markets in which we
operate.
Our R&D efforts are inherently uncertain, and we cannot guarantee that they will deliver the
anticipated benefits, or result in commercially viable outcomes. In addition, returns from R&D
activities, if any, may be delayed for several years and may not be competitive in the marketplace
to generate anticipated returns, which could materially and adversely affect our business, results of
operations, financial condition and competitive position.
The data and information that we gather in our R&D process could be inaccurate or incomplete,
which could harm our business, reputation, financial condition and results of operations.
We collect, aggregate, process, and analyze data and information from our R&D activities.
Because data in the R&D of AI-enabled nanotechnology is fragmented in origin, inconsistent in
format, and often incomplete, the overall quality of data collected or accessed is often subject to
challenge, the degree or amount of data which is knowingly or unknowingly absent or omitted can
be material, and we may discover data issues and errors when monitoring and auditing the quality
of our data. If we make mistakes in the capture, input, or analysis of these data, our ability to
provide AI-enabled nanomaterial solutions may be materially harmed and our business, prospects
and reputation may suffer.
In addition, we may collaborate with other third parties (i.e. CROs) to monitor and manage
data for some of our ongoing pre-clinical studies and clinical trials and other future programs and
control only certain aspects of their activities. In 2023, 2024 and 2025, our expenses incurred for
the collaboration with third-parties amounted to RMB82.2 million, RMB99.2 million and RMB84.3
million, respectively. If any of these third parties does not perform to our standards in terms of data
accuracy or completeness, data from those pre-clinical studies, clinical trials and other future
programs may be compromised as a result, and our reliance on these parties may expose us to
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regulatory or other liabilities. 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 in a way that compromises 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 NMPA or other comparable regulatory authorities,
which may materially and adversely affect our business, reputation, financial condition and results
of operations.
AI technologies involve inherent safety risks, and any actual or perceived flaws or misuse of such
technologies, whether intended or inadvertent and whether by us or third parties, could
materially and adversely affect our reputation, business, financial condition, results of
operations and prospects.
AI technologies involve inherent safety risks and uncertainties that could adversely affect our
business and reputation. Any actual or perceived inappropriate, premature or abusive use of AI
technologies, whether by us or by third parties, could undermine public and partner confidence in
AI-enabled platforms, impair acceptance of AI applications in drug development and healthcare,
attract negative publicity and reduce adoption of our solutions. Given our reliance on proprietary
AI-driven platforms such as AiLNP , AiRNA and AiTEM, concerns regarding AI safety, accuracy,
bias, transparency or ethical use could materially and adversely affect stakeholder confidence and
our ability to attract and retain partners.
In addition, as AI technologies are still evolving and increasingly complex, they may produce
unintended behaviors, erroneous predictions or biased outcomes, which could delay development
programs, compromise results or lead to inefficient use of R&D resources. Flaws, deficiencies or
misuse of AI technologies may also expose us to regulatory scrutiny, legal claims or other
proceedings, and there can be no assurance that such issues can be detected or remedied in a timely
manner, or at all. Any failure to effectively manage these risks, or any real or perceived
shortcomings in the performance, reliability or compliance of our AI-driven systems, could
materially and adversely affect our business, financial condition, results of operations and
prospects.
If our R&D facilities fail to comply with applicable regulatory requirements, or become damaged
or inoperable, our R&D ability may be jeopardized.
Our R&D facilities are subject to extensive regulations in China. See “Business — Licenses,
Permits and Approvals” and “Regulatory Overview” for details. If we build new facilities to further
grow our experimental activities, we may be required to obtain additional licenses or approvals. We
cannot guarantee that we will be able obtain such licenses or approvals in a timely manner, or at
all, as such licenses or approvals process may be costly and lengthy. If we fail to maintain or renew
any major license, permit, certificate or approval for all or any of our R&D facilities, or if R&D
facilities are found to be non-compliant with any applicable laws or regulations, we may face
penalties, suspension of operations or even revocation of operating licenses, depending on the
nature of the findings, any of which could materially and adversely affect our business, financial
condition and results of operations.
In addition, if an R&D facility or equipment becomes damaged or inoperable, including due
to technical issues, accidents and injuries, we may not be able to replace our R&D capacity quickly
or at all. In the event of a temporary or protracted loss of a facility or equipment, we may face
delays that could impact the delivery of our technologies and services and we might not be able to
rebuild any of them in a timely manner. Even if we could rebuild them, it would likely be
time-consuming, particularly since any facilities or equipment would need to comply with the
necessary regulatory requirements and we would need to receive certain regulatory approvals. Any
damage or interruption of our R&D facilities or equipment could result in our inability to satisfy
the demand of our solutions and could materially harm our business, financial condition and results
of operations.
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Our business and financial prospects depend substantially on the success of our pipeline
products. If we are not able to successfully advance clinical development, out-license our pipeline
products, or experience delays in doing so, our business prospects could be adversely affected.
Our drug candidates had not been approved for commercialization. We believe our future
revenue and profitability will partially depend on our ability to advance the development of our
drug candidates and the out-license of 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 of our drug candidates
in the future. However, development of new drugs can be time-consuming and costly, and the
outcome may be uncertain. The success of our drug candidates depends on a number of factors,
including our ability to successfully enroll and complete preclinical studies and clinical trials and
generate favorable safety and efficacy data, as well as to obtain the necessary regulatory approvals.
Our progress also relies on our ability to effectively design, manage and oversee multiple clinical
trials across different jurisdictions, reach acceptable commercial terms with third-party service
providers such as CROs and trial sites, and ensure that such third parties perform their obligations
in compliance with our protocols, applicable laws and data integrity requirements. In addition, the
success of our drug candidates is influenced by our ability to obtain and maintain intellectual
property protection and regulatory exclusivity, avoid infringement or misappropriation of third-
party intellectual property rights, secure adequate supplies of drug products required for clinical
trials, successfully out-license our drug candidates, and compete effectively with other products and
drug candidates. If we fail to achieve one or more of these factors in a timely manner, or at all, we
may experience significant delays or be unable to advance the development or out-licensing of our
drug candidates, which could materially harm our business and adversely affect our ability to
generate sufficient revenues and cash flows to continue our operations.
If clinical trials of our drug candidates fail to demonstrate safety and efficacy profiles 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 of our drug candidates.
Before our drug candidates can be licensed to commercial partners or further advanced in
development, we may conduct extensive clinical trials to demonstrate the safety and efficacy
profiles of our drug candidates in humans. We may experience certain unexpected events during, or
as a result of, clinical trials that could delay or prevent our ability to progress our drug candidates
or enter into out-licensing arrangements. In addition, undesirable adverse events could potentially
affect patient recruitment or the ability of enrolled subjects to complete the trial, and could result
in potential product liability claims.
If we are required to conduct additional clinical trials or other testing beyond what we
currently contemplate, if we are unable to successfully complete such trials or testing, or if the
results are negative, only modestly positive or raise safety concerns, our development and
commercialization efforts could be adversely affected. In such circumstances, we may experience
delays in achieving development milestones relevant to licensing discussions, be unable to secure
licensing partners or out-licensing arrangements, be required to narrow the scope of indications
pursued, incur increased development costs, or suffer reputational harm that negatively affects our
ability to negotiate future partnerships. Significant clinical trial delays may also increase our overall
development costs and reduce the remaining patent life available to potential licensees, thereby
diminishing the attractiveness and value of our drug candidates and adversely affecting our business
and results of operations.
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Difficulties in advancing our preclinical programs to clinical trials or in enrolling sufficient
participants in our clinical trials could delay or prevent the development of our drug candidates
and adversely affect our ability to attract licensing partners or enter into out-licensing
arrangements, which could have a material adverse effect on our business and prospects.
Our preclinical and clinical development programs are subject to significant risks that could
delay or prevent the advancement of our drug candidates. Many of our product candidates remain
in the preclinical stage, where the risk of failure is high. Before initiating clinical trials, we must
complete extensive preclinical studies and obtain regulatory clearance, and there is no assurance
that such studies will be completed on a timely basis, yield favorable results, or be accepted by the
NMPA or other regulatory authorities. As a result, we may be unable to submit IND applications or
commence clinical trials within expected timelines, or at all, which could delay or prevent our
ability to advance product candidates to stages suitable for licensing or out-licensing.
In addition, the timely completion of our clinical trials depends on our ability to enroll and
retain a sufficient number of eligible participants in accordance with trial protocols. Participant
enrollment may be delayed or hindered by factors such as patient population size and eligibility
criteria, the availability and proximity of clinical trial sites, competition from other clinical trials
in the same therapeutic areas, the effectiveness of CROs and trial personnel in recruiting subjects,
the ability to obtain and maintain informed consent, and external events such as epidemics. Delays
in enrollment or high dropout rates may increase development costs, delay trial timelines, or
adversely affect trial outcomes, which could further impair our ability to advance our drug
candidates, attract licensing partners, or enter into favorable out-licensing arrangements, and could
materially and adversely affect our business and prospects.
RISKS RELATED TO THE COMMERCIALIZATION OF OUR TECHNOLOGIES AND
SERVICES
If the commercialization of our AI-driven nanomaterial platform technologies or AI-empowered
solutions does not meet our expectation, our business, growth and prospects may be significantly
affected.
Commercialization of AI-driven nanomaterial platform technologies or AI-empowered
solutions depends on a number of factors, including the technological upgrade and innovation of our
technologies, the accuracy and reliability of our technologies and related solutions and services, the
increasing application of AI in R&D, the performance and perceived value of our technologies and
the related solutions and services, and laws and regulations governing our technologies and the
related solutions and services. If AI-driven nanomaterial platform technologies or AI-empowered
solutions do not achieve widespread acceptance, or if there is a reduction in demand for AI-driven
nanomaterial platform technologies or AI-empowered solutions caused by weakening economic
conditions, decreases in R&D spending, technical challenges, data security or privacy concerns,
governmental regulation, and competing technologies, among others, our business, growth
prospects and results of operations will be materially and adversely affected. In addition, we cannot
assure you that the trend of adopting and utilizing AI-driven nanomaterial platform technologies or
AI-empowered solutions will continue in the future, which could materially and adversely affect the
AI technology and in turn, our business, growth and sustainability.
We have limited experience in the commercialization of our AI-driven technologies and services.
We have relatively limited experience in launching, commercializing, sales and marketing of
our AI-driven technologies and services. The success of our sales and marketing efforts depends on
our ability to attract, motivate and retain qualified and professional employees in our
commercialization team who have, among other things, adequate industry knowledge to
communicate effectively with industry professionals, sufficient experience in sales and marketing
of our cutting-edge AI-driven technologies and services, and extensive industry connections with
biotechnology and pharmaceutical companies as well as academic and research institutions. Our
business, results of operations, and prospects may also be adversely affected if our investment and
efforts to expand our sales force do not generate a corresponding increase in revenue.
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We provide solutions that require close cooperation with our customers, whose successful
product development, such as the clinical advancement of their drug candidates, is critical to the
effective application and eventual impact of our services. The downstream translational processes
led by our customers are typically long in duration and subject to substantial uncertainty. Their
progress depends heavily on the customers’ internal capabilities, including clinical development
efficiency and regulatory execution, as well as on multiple external factors beyond our control. If
our customers fail to advance their product development as expected, or if their progress is delayed
due to internal or external challenges, our solutions may not achieve their intended outcomes, which
could adversely affect our business performance, financial condition, and reputation.
We may not be successful in expanding into new business sectors, which could adversely affect
our financial performance and divert management resources.
As part of our growth strategy, we have explored and may continue to pursue opportunities in
new business sectors that differ from our core areas of expertise. In addition to advancing human
therapeutics, we are actively extending the application of our technologies to a broader range of life
forms, unlocking new opportunities including longevity and animal health. Expansion into such
sectors may require significant capital investment, operational adjustments, and management
attention, which could strain our resources and distract from our core business. There is no
assurance that these new initiatives will achieve expected results or become profitable. If we fail
to execute these strategies effectively, or if market conditions or competitive dynamics in these
sectors do not evolve as anticipated, our business, financial condition, and results of operations
could be materially and adversely affected.
We have a limited operating history, which may make it difficult to evaluate our current business
and predict our future performance.
We have a limited operating history and have primarily focused since our inception in 2020
on building our AI-driven nanomaterial platform, developing AI-enabled solutions and advancing
related R&D activities. Our operations to date provide a limited basis for assessing our ability to
successfully commercialize our technologies and services or predict our future performance. As an
early-stage company operating in rapidly evolving and competitive industries, we may encounter
unforeseen expenses, delays and operational challenges, and our historical results may not be
indicative of future outcomes. If we are unable to effectively address these risks and challenges, our
business, results of operations, financial condition and prospects could be materially and adversely
affected.
The size of our addressable markets and the demand for our technologies and services may not
increase as rapidly as we anticipate due to a variety of factors, which could materially and
adversely affect our business, results of operations, financial condition and prospects.
We are pursuing opportunities in markets that are undergoing rapid changes, including
technological and regulatory changes, and it is difficult to predict the timing and size of the
opportunities for our key specialist technology services. See “— Risks Related to Our Research and
Development — The industries that we operate in are characterized by constant changes. If we are
not able to continuously upgrade, enhance or innovate our technologies and solutions, our business
could be adversely affected.”
This Prospectus includes industry estimates and forecasts, including addressable market sizes,
derived from third-party sources and internal assumptions, which are inherently uncertain and may
prove inaccurate. If these assumptions or data are incorrect, our addressable markets, growth
opportunities and sales potential may be smaller than expected, materially and adversely affecting
our business and results of operations. Our future performance also depends on our ability to
respond effectively to changing market conditions and partner demand. Given the evolving nature
of our markets, demand for and acceptance of our technologies and services may not develop as
anticipated, and growth in addressable markets may not translate into increased demand for our
offerings or commercial success.
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The markets in which we participate are competitive, and if we do not compete effectively, our
business and results of operations could be adversely affected.
The global market for nanotechnology-based drug delivery is relatively new, rapidly evolving
and highly competitive, with frequent technological innovation and changing partner needs. We face
competition in China and globally from a wide range of participants, including major
pharmaceutical and biotechnology companies, technology companies, academic and research
institutions, and emerging players applying AI and computational technologies to drug design,
discovery and delivery. Many competitors have well-established capabilities, long-standing partner
relationships and greater financial and operational resources than we do, enabling them to develop,
market and commercialize solutions more quickly or effectively.
Increased competition may require us to reduce prices or adjust our pricing strategies to attract
or retain partners, which could pressure margins and revenues. If our competitors’ technologies or
services gain greater market acceptance, reach the market earlier, respond more effectively to
partner needs or are perceived as more advanced than ours, our competitive position, business and
results of operations could be materially and adversely affected.
If we fail to collaborate with new partners or maintain relationships with existing ones, our
business, financial condition and results of operation will suffer.
We had served over 30 partners globally since our inception, including, among others,
pharmaceutical companies, biotech companies, and CDMO companies since our inception. Some of
these partnership have not generated revenue for us. We plan to continue to maintain business
relationship with these existing partners by not only providing the current solutions but also
exploring their evolving needs to cross sell our other technologies and services. In addition, we plan
to convert certain non-revenue-generating partners into revenue-generating partners. Although none
of our collaborator or customer has terminated agreement with us, some of them have not extended
their collaboration with us after the completion of the one-off projects. The loss of any existing
partner, or our failure to renew or expand current collaborations, could nevertheless reduce our
revenue base and limit our access to valuable experimental data and future collaboration
opportunities. We also intend to further grow our business by collaborating with new partners and
expand our global footprint. As a result, both retaining our existing partners and engaging new
partners are critical to our future operating results.
We deliver our solutions on a project-by-project basis, and our partners have no obligation to
enter into additional collaborations after a project is completed. Partnerships may be terminated or
reduced in scope, and partners may negotiate less favorable terms, which could reduce our revenue
and profitability. The loss, delay or downsizing of significant contracts could materially and
adversely affect our business.
Our future growth also depends on our ability to secure new partnerships and scale our
nano-delivery, drug discovery and lipid library solutions to meet evolving partner needs. In
addition, the loss of partnerships or ineffective service delivery may reduce our access to valuable
experimental data used to train our AI models, limiting our technological differentiation. While we
engage in ongoing discussions with global pharmaceutical and biotechnology companies, there is
no assurance that such discussions will result in successful or revenue-generating collaborations.
RISKS RELATED TO OUR OPERATIONS
Our business depends in part on the performance of our collaboration partners and suppliers,
and any failure by them to fulfill their respective obligations could adversely affect our
operations and financial results.
We have entered into collaboration agreements with pharmaceutical, biotechnology and
CDMO partners covering research, development and potential commercialization activities, and
these arrangements involve risks that such partners may fail to perform their contractual obligations
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to our standards or within required timeframes, fail to comply with applicable legal or contractual
requirements, fail to safeguard our proprietary information, or become involved in disputes that
result in delays, termination of projects or litigation or arbitration. In addition, certain partners
manage multiple programs concurrently, and we rely on their ability to accurately track
development progress and make milestone payments when due; any failure to do so, or inability to
collect amounts owed, could require us to write off accounts receivable or recognize bad debt
expenses, materially adversely affecting our results of operations.
Separately, we collaborate with third-party suppliers to secure a stable and adequate supply of
materials, equipment and research services for our R&D and manufacturing activities. During the
Track Record Period, purchases from our five largest suppliers accounted for 34.5%, 36.1% and
28.2% of total purchases in 2023, 2024 and 2025, respectively, while purchases from our largest
supplier accounted for 14.6%, 8.5% and 8.5% in the same years. Any inability of suppliers to
deliver products or services in sufficient quantity or quality, increases in procurement costs, or the
loss of key suppliers — whose operations and strategies are beyond our control — could disrupt our
R&D or manufacturing activities and adversely affect our profitability if suitable alternatives
cannot be secured on a timely and cost-effective basis.
We may not be able to attract and retain senior management members and other key personnel,
in particular, our key R&D employees.
Our future success depends on the continued service of our senior management and other key
personnel. The loss of any such individuals, including due to departures to competitors or the
inability to replace them in a timely manner, could materially and adversely affect our business,
financial condition and results of operations. We may also face challenges in attracting and retaining
senior management and key personnel on acceptable terms. In addition, our growth depends on our
ability to recruit and retain qualified R&D personnel with expertise in AI, nanomaterials and life
sciences. Competition for such talent is intense across industry, academia and research institutions,
and high turnover could limit our ability to develop our technologies, pursue collaborations and
execute our business strategy.
The industries we operate in are subject to various regulations, and we are subject to changing
laws and regulations and non-compliance with such laws and regulations subjects us to sanctions
and other adverse regulatory actions.
Our operations and R&D activities are subject to extensive regulation in all jurisdictions in
which we operate, particularly in China and the United States, where pharmaceutical and
biotechnology industries are strictly regulated under differing regulatory regimes. Complying with
these requirements is time-consuming and costly, and regulatory differences across jurisdictions
increase complexity and compliance burdens.
Failure to comply with applicable laws and regulations at any stage of R&D, approval or
post-approval may result in severe sanctions, including delays or denial of approvals, license
revocation, clinical holds, product recalls, fines or other penalties, which could materially and
adversely affect our business and operations. In addition, evolving interpretations and regulatory
standards may require ongoing changes to our practices and disclosures, increasing costs and
compliance risks. Any regulatory action, investigation or withdrawal of approvals affecting us or
our partners could disrupt commercialization activities, reduce our revenue from technologies and
services, and adversely impact our business, results of operations and prospects.
Data corruption, cyber-based attacks or network security breaches may materially and adversely
affect our reputation, business, financial condition, results of operations and prospects.
In the ordinary course of our business, we collect, store and transmit pre-clinical study data,
anonymized clinical data and other confidential data, including R&D information, IP , and
proprietary business information owned or controlled by ourselves or other parties. We manage and
maintain our applications and data utilizing a combination of on-site systems and cloud-based
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application systems. We utilize external security and infrastructure vendors to maintain our
information security management system. We face a number of risks relative to protecting these
critical data and information, including material system failure or security breach, loss of access and
data, inappropriate use or disclosure, inappropriate modification, and the risk of inability to
adequately monitor, audit, and modify our controls over our critical data and information. This risk
extends to our vendors we use to manage our sensitive data and our partners who share with us
sensitive data.
The secure processing, storage, maintenance, and transmission of this critical information are
vital to our operations, and we devote significant resources to protecting such information. Our
information technology and infrastructure may be vulnerable to attacks by hackers or viruses or
breached due to employee error, malfeasance, or other malicious or inadvertent disruptions. In
addition, while we have implemented security measures and a formal, dedicated enterprise security
program to prevent unauthorized access to confidential data, such data is accessible through
multiple channels, and there is no guarantee we can protect our data from breach. Failures in our
information technology infrastructure may result in delays in our R&D efforts, which may in turn
materially and adversely affect our reputation, business, financial condition, results of operations
and prospects.
We face regulation and potential liability related to privacy, data protection and information
security which may require significant resources and may adversely affect our business,
operations and financial performance.
We and the CROs we engage may routinely receive, collect, generate, store, process, transmit
and maintain medical data, treatment records and other personal details of subjects enrolled in our
clinical trials, along with other personal or potentially sensitive information. As such, we are subject
to the relevant local, state, national and international data protection and privacy laws, directives,
regulations and standards that apply to the collection, use, retention, protection, disclosure, transfer
and other processing of personal information in the various jurisdictions in which we operate and
conduct our clinical trials, as well as contractual obligations. These data protection and privacy law
regimes continue to evolve and may result in ever-increasing public scrutiny and escalating levels
of enforcement and sanctions and increased costs of compliance including, for example, substantial
operational costs associated with changes to our data processing practices. Failure to comply with
any of these laws could result in enforcement action against us, including and without limitation to
fines, imprisonment of company officials and public censure, claims for damages by customers and
other affected individuals, damage to our reputation and loss of goodwill, any of which could have
a material and adverse effect on our business, financial condition, and results of operations or
prospects.
The personal information of patients or subjects which might be involved in our clinical trials
could be highly sensitive and we are subject to strict requirements under the applicable privacy
protection regulations in the relevant jurisdictions. While we have adopted security policies and
measures to protect our proprietary data and patients’ privacy, such policies and measures might not
satisfy all the requirements in every respect under the applicable laws and regulations. Data leakage
and abuse and other misconduct related to data and personal information protection might not be
completely avoided, due to hacking activities, human error, employee misconduct or negligence or
system breakdown, among other reasons. We also cooperate with hospitals, CROs and other
business partners, licensees, contractors and consultants for our clinical trials and operations. Any
leakage or abuse of patient data by our third-party partners may be perceived by the patients as a
result of our failure. Any failure or perceived failure by us to prevent information security breaches
or to comply with data/privacy policies or data/privacy-related legal obligations, or any
compromise of information security that results in the unauthorized release or transfer of personal
information or other patient data, could cause our customers to lose trust in us and could expose us
to legal claims.
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We are subject to stringent data privacy and cybersecurity laws and policies, and we may be
restricted from transferring data abroad or using human genetic resources collected within the
PRC.
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 that 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 PRC 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 that the term “state secret” is not clearly
defined, if and to the extent any data collected or generated in connection with 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, there is no assurance 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.
In addition, the Administrative Regulations on Human Genetic Resources of the PRC ( ʕ
ശɛ͏΍ձ਷ɛᗳ፲ෂ༟๕၍ଣૢԷ‘) (the “ Human Genetic Resource Regulation ”), which was
promulgated on May 28, 2019 and further amended on March 10, 2024, stipulates that foreign
organizations, foreign individuals and the institutions established or actually controlled thereby
shall not collect or preserve China’s human genetic resources within the PRC, and shall not provide
China’s human genetic resources abroad. Where a foreign organization or an institution established
or actually controlled by a foreign organization or foreign individual needs to use China’s human
genetic resources to conduct scientific research activities, it shall comply with the applicable laws,
administrative regulations and relevant provisions in the PRC, and cooperate with China’s scientific
research institutions, universities, medical institutions and enterprises provided therein. In this
regard, utilization of China’s human genetic resources for international cooperation in scientific
research, as well as transporting China’s human genetic resources materials abroad shall be subject
to the approval of the administrative department for health under the State Council. However, 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 for obtaining
the licensing for the listing of relevant drugs and medical devices in the PRC market, provided that
the type, quantity and usage of the human genetic resources to be used shall be filed with the
administrative department for health under the State Council before conducting the clinical trials.
If we are unable to obtain necessary approvals, complete the filings or comply with the regulatory
requirements in a timely manner, or at all, our R&D of drug candidates may be hindered. Further,
the Biosecurity Law (‘), which was promulgated on October 17, 2020, became
effective on April 15, 2021, and amended on April 26, 2024, reaffirms the regulatory requirements
stipulated by the Human Genetic Resource Regulation while potentially increasing the
administrative sanctions where China’s human genetic resources are collected, preserved, exported
or used in international cooperation in violation of applicable laws. If the relevant government
authorities consider the transmission of our scientific data or usage of human genetic resources to
be in violation of the requirements under applicable PRC laws and regulations, we may be subject
to fines and other administrative penalties imposed by those government authorities.
The landscape of cybersecurity and data privacy and security laws is constantly evolving. For
example, on November 7, 2016, the Standing Committee of the National People’s Congress (the
“SCNPC ”) promulgated the Cybersecurity Law (‘), effective on June 1, 2017, which
requires network operators to safeguard security of the network and follow the principles of
legitimacy in collecting and using personal information. On June 10, 2021, the SCNPC promulgated
the Data Security Law (‘), effective on September 1, 2021, which imposes data
security and privacy protection obligations on entities and individuals which carry out data
activities, and introduces a data classification and hierarchical protection system. On August 20,
2021, the SCNPC promulgated the Personal Information Protection Law (‘),
effective on November 1, 2021, which further detailed the general rules and principles on personal
information processing and further increased the potential liability of personal information
RISK FACTORS
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processor. See “Regulatory Overview — PRC Laws and Regulations on Information Security and
Data Protection”. Complying with new laws and regulations could substantially increase the costs
or require us to change our business practices in a manner materially adverse to our business.
Additionally, to the extent we are found by the PRC regulators to be not in compliance with these
laws and requirements, we may be subject to fines, regulatory orders to suspend our operations or
other regulatory and disciplinary sanctions.
On December 28, 2021, the Cyberspace Administration of China (the “ CAC”), together with
other relevant administrative departments, jointly promulgated the revised Measures for
Cybersecurity Review (‘) with effect from February 15, 2022, according to
which, the purchase of network products and services by a critical information infrastructure
operator (the “ CIIO ”) or the data processing activities of a network platform operator that affect
or may affect national security will be subject to a cybersecurity review. In addition, an online
platform operator who possesses personal information of over one million users and intends for
listing in a foreign country ( ਷̮ɪ̹) must be subject to the cybersecurity review. However, there
has been no further explanation or interpretation for “foreign listing” or “affect or may affect
national security” under the aforementioned regulation. In addition, we cannot rule out the
possibility that the relevant government authorities may conduct cybersecurity review on us
according to the Measures for Cybersecurity Review. If a cybersecurity review for any of our
activities is required, we will actively cooperate with the CAC to conduct such cybersecurity
review. Any failure to obtain such approval or clearance from the regulatory authorities could
materially constrain our liquidity and have a material adverse impact on our business operations and
financial results, especially if we need additional capital or financing.
On September 24, 2024, the Administration Regulations on Cyber Data Security ( ၣഖᅰኽ
τΌ၍ଣૢԷ‘) (the “ Data Security Regulations ”) was promulgated by the State Council, which
came into effect on January 1, 2025. The Data Security Regulations reiterate and refine the general
regulations for cyber data processing activities, rules of personal information protection, important
data security protection, cyber data cross-border transfer management, and the responsibilities of
online platform service providers. In particular, the Data Security Regulations provide that cyber
data processors whose cyber data processing activities affect or may affect national security shall
be subject to national security review in accordance with the relevant regulations. However, the
Data Security Regulations provide no further explanation or interpretation for the criteria on
determining the risks that “affect or may affect national security”. Additionally, since the Data
Security Regulations are still relatively new, the interpretation and implementation of these
regulations may further evolve and develop.
Moreover, the regulatory framework on cross-border transfer of personal information and data
worldwide is rapidly evolving and is likely to remain uncertain due to lack of clear explanation and
instruction on enforcement. For example, in recent years, China has promulgated several laws and
regulations on cross-border data transfer, including but not limited to the Data Security Law, the
Personal Information Protection Law, the Measures for the Security Assessment of Cross-border
Data Transfer (‘), the Measures on the Standard Contract for the
Cross-Border Transfer of Personal Information (‘) and the
Provisions on Promoting and Regulating Cross-Border Data Flows (ਗ஝
‘). These regulations have provided that, amongst others, CIIO that provides any personal
information or important data to an overseas recipient, and other data processors that provides any
important data, sensitive personal information or certain amount of non-sensitive personal
information to an overseas recipient shall be subject to security assessment, standard contract filing
or personal information protection certification for outbound data transfer activities, unless
otherwise provided under the relevant laws and regulations. We cannot guarantee if these rules or
regulations promulgated will impose additional compliance requirements, including any approval,
filing and other administrative measures thereunder, and we cannot guarantee that the measures we
have taken or will take in the future will always be effective or fully satisfy the relevant regulatory
requirements under the relevant laws and regulations, including obtaining such approval, filing and
other administrative measures in a timely manner, or at all.
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We maintain operations in the U.S. and are subject to a variety of costs and legal, regulatory,
political and economic risks.
Our business and results of operations depend in part on our ability to successfully execute
our globalization strategy, which primarily involves expanding into new international markets,
particularly the United States. Operating on multiple countries exposes us to additional risks and
challenges, including limited brand recognition in overseas markets, increased costs and expenses
associated with international expansion such as recruiting local personnel and establishing new
premises, and our ability to effectively understand and respond to the needs and preferences of
international partners. We are also subject to the complexities of complying with diverse local laws
and regulatory regimes, as well as external risks arising from wars, political and economic
instability, trade tensions, and technological or trade restrictions, any of which could adversely
affect our business and results of operations.
Our international operations will place demands on our operational, managerial and
administrative resources. In particular, we face regulatory uncertainties and may incur substantial
compliance costs if and when we enter into a new overseas market. Regulations in different
overseas markets could vary significantly. Being compliant with laws and regulations in one
jurisdiction does not necessarily mean our business practice would comply with laws and
regulations in another jurisdiction and we may need to make adjustments to our business
accordingly to comply with local laws. Non-compliance may subject us to sanctions by regulatory
authorities, to monetary penalties, or to restrictions on our activities or revocation of our licenses,
which may result in a material adverse effect on our business, financial condition and results of
operations in the relevant overseas market. We also have to closely monitor changes in local laws
and complete all necessary procedures and filings accordingly.
Our strategic collaborations, licensing arrangements and acquisitions may not deliver the
expected benefits and could increase our capital requirements, dilute shareholders and expose us
to additional risks
We have entered into, and may continue to pursue, acquisitions and strategic collaborations,
including licensing or acquiring complementary intellectual property, technologies or businesses, to
advance our development and enhance our capabilities. These transactions are complex, time-
consuming and competitive, and we may be unable to identify, secure or complete suitable
opportunities on acceptable terms, or at all. Even if completed, such arrangements involve inherent
risks, including increased operating expenses and cash requirements, the assumption of additional
liabilities, integration challenges relating to operations, intellectual property and personnel, and the
diversion of management attention from our existing business.
In addition, these transactions may require the issuance of dilutive securities, the assumption
of debt or the incurrence of significant one-time and ongoing costs, and there is no assurance that
acquired technologies, businesses or collaborations will generate the anticipated benefits or
sufficient returns. V aluations underlying acquisitions or strategic investments may change rapidly,
potentially resulting in impairment charges. Furthermore, partners or counterparties may fail to
perform their obligations, develop competing products, misuse or inadequately protect intellectual
property, or become involved in disputes, which could delay or terminate development or
commercialization activities. Many such transactions also require regulatory approvals or third-
party consents, which may not be obtained, limiting our ability to execute these arrangements and
potentially adversely affecting our business, financial condition and results of operations.
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Our reputation is important to our business success. Negative publicity about us, our
management, employees, affiliates, and partners may adversely affect our brand, reputation and
business prospects.
Our brand is important to attracting and retaining partners and our success depends on our
ability to maintain and enhance our brand image and reputation. Maintaining, promoting and
growing our brands depend largely on the success of our ability to provide consistent, high-quality
services, our marketing efforts and our ability to successfully secure, maintain, and defend our
rights to use our brands and tradenames. Our brand could be harmed if we fail to achieve these
objectives.
Our brand value also depends on our ability to maintain a positive perception of our corporate
integrity, purpose and brand culture. Any negative publicity concerning us, our management,
employees, affiliates and partners, even if untrue, could adversely affect our reputation and business
prospects. There can be no assurance that negative publicity about us or any of our management,
employees or affiliates and partners would not damage our brand image or have a material adverse
effect on our business, results of operations and financial condition.
There are risks associated with our leased properties or lease agreements.
Under the PRC laws, all lease agreements are required to be registered with the relevant real
estate administration bureaus. As of the Latest Practicable Date, we had not registered five lease
agreements with the relevant government authorities. As registration of a lease agreement will
require the cooperation of the landlord, we cannot assure you that we can complete the registration
of such lease agreements in a timely manner or at all. Although failure to do so does not in itself
invalidate the leases, the parties of the lease agreements may be exposed to potential fines if they
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. If we fail to complete the
administrative filings within the period required by the relevant governmental authorities and the
relevant authorities determine that we shall be liable for failing to complete the administrative
filings of all the relevant lease agreements, the aggregate amount of maximum fine will be
approximately RMB30,000. See “Business — Properties.”
In addition, we may be exposed to risks associated with our leased property in Massachusetts,
which we have subleased to a third party for office and laboratory use. If we are unable to continue
subleasing the property, we may face the risk of vacancy while remaining liable for ongoing rental
payments. As of the Latest Practicable Date, we were not aware of any regulatory or government
actions, claims or investigations being contemplated or any challenges by third parties to our leased
agreements or the use of our leased properties.
We have customary insurance coverage, and any claims beyond our insurance coverage may
result in us incurring substantial costs and a diversion of resources.
We maintain insurance policies that are required under PRC laws and regulations as well as
other insurance policies based on our assessment of our operational needs and industry practice. In
line with industry practice in the PRC, we have elected not to maintain certain types of insurances,
such as business interruption insurance. Our insurance coverage may be insufficient to cover any
claim for product liability, damage to our fixed assets or employee injuries. Any uninsured risks
may result in substantial costs and the diversion of resources, which could adversely affect our
business, financial condition, and results of operations.
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Our employees, third-party suppliers, consultants and partners may engage in misconduct or
other improper activities, including non-compliance with regulatory standards and requirements,
and insider trading, which could result in substantial costs and reputational harm.
We are exposed to the risk of fraud or misconduct by employees, suppliers, consultants or
partners, including non-compliance with healthcare, regulatory, anticorruption, IP or financial
reporting laws. The healthcare industry is subject to extensive regulations governing sales,
marketing and business practices, and violations whether intentional or inadvertent, could result in
significant penalties. Although we maintain a code of conduct and compliance controls, these
measures may not prevent all misconduct or regulatory breaches. Any investigations, enforcement
actions or litigation could lead to substantial fines, penalties, reputational harm, operational
restrictions, increased compliance obligations and significant costs, and may divert management
attention, materially and adversely affecting our business and results of operations.
We are subject to risks relating to disputes and legal proceedings, which could have a material
adverse effect on our business, financial condition and results of operations.
We may be subject to claims, disputes or legal proceedings of various types brought by our
competitors, employees, business partners or others against us in matters relating to contractual or
labor disputes, IP infringements, or misconducts of our employees. We cannot assure you that we
will not be subject to similar disputes, complaints or legal proceedings in the future, which may
damage our reputation, evolve into litigations or otherwise have a material adverse impact on our
reputation and business. Litigation is expensive, subjects us to the risk of significant damages,
requires significant management time and attention, and could have a material and adverse effect
on our business, financial condition and results of operations. The outcomes of actions we institute
may not be successful or favorable to us. Lawsuits against us may also generate negative publicity
that significantly harms our reputation, which may adversely affect our partner base. We may also
need to pay damages or settle lawsuits with a substantial amount of cash.
As advised by our PRC Legal Advisor, as of the Latest Practicable Date, we did not have any
material pending proceedings that are likely to have a material adverse effect on us. However, if in
the future there are any adverse determinations in legal proceedings against us, we could be required
to pay substantial monetary damages or adjust our business practices, which could have a material
and adverse effect on our business, financial condition and results of operations.
Our business, results of operations and financial condition may be adversely affected by natural
disasters, health epidemics and pandemics, civil and social disruption and other outbreaks.
A vast majority of our operations and workforce are based in China. China has in the past
experienced significant natural disasters, including earthquakes, extreme weather conditions, as
well as health scares related to epidemic diseases. Any similar event could materially impact our
business in the future. Although we maintain incident management and disaster response plans, in
the event of a major disruption caused by a natural disaster or man-made problem, such as power
disruptions, computer viruses, data security breaches or terrorism, we may be unable to continue our
operations and may endure system interruptions, reputational harm, delays in our development
activities, lengthy interruptions in service, breaches of data security and loss of critical data, any
of which could adversely affect our business, results of operations and financial condition. In
addition, our business could be affected by public health epidemics and pandemics, such as the
outbreak of avian influenza, severe acute respiratory syndrome, or SARS, Zika virus, Ebola virus,
COVID-19 virus or other diseases. Even if we are not directly affected, such a disaster or disruption
could affect the operations or financial conditions of our partners, which could harm our results of
operations. If any of our employees is suspected of having contracted a contagious disease, we may
be required to apply quarantines or suspend our operations. Furthermore, any future outbreak may
restrict economic activities in affected regions, resulting in reduced business volume, temporary
closure of our offices or otherwise disrupt our business operations and adversely affect our financial
condition and results of operations.
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Although we treat our Company as a non-U.S. corporation for U.S. federal income tax purposes,
the U.S. Internal Revenue Service (the “IRS”) may not agree, which could result in unfavorable
tax consequences to the Company and our Shareholders.
Generally, a corporation is considered to be a U.S. person for U.S. federal income tax purposes
if it is created or organized in the United States or under the law of the United States or of any state
thereof. Accordingly, under generally applicable U.S. federal income tax rules, the Company, which
is incorporated in the PRC, would generally be classified as a non-U.S. corporation for U.S. federal
income tax purposes. However, Section 7874 of the U.S. Internal Revenue Code 1986, as amended
(“Section 7874 ”), and the Treasury regulations promulgated thereunder contain specific rules that
may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax
purposes if each of the following three conditions are met: (i) the non-U.S. corporation, directly or
indirectly, acquires substantially all of the properties held directly or indirectly by a U.S.
corporation (including through the acquisition of all of the outstanding shares of the U.S.
corporation); (ii) the non-U.S. corporation’s “expanded affiliated group” does not have “substantial
business activities” in the non-U.S. corporation’s country of organization relative to the expanded
affiliated group’s worldwide activities (this test is referred to as the “ Substantial Business
Activities Test ”); and (iii) after the acquisition, the former shareholders of the acquired U.S.
corporation hold at least 80% (or in certain circumstances 60%), by either vote or value, of the
shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired
corporation as determined for purposes of Section 7874.
As described in “History, Development and Corporate Structure — Establishment and
Development of Our Company,” shares of Metis Therapeutics were transferred to our Company as
part of a series of reorganizational transactions in 2023. While we believe that the Substantial
Business Activities Test described above was satisfied, and while the Company was not directly a
“former shareholder” of Metis Therapeutics, the application of the rules and exceptions under
Section 7874 is complex, requires fact-intensive analysis, and is subject to uncertainties in various
respects. Accordingly, although we treat our Company as a non-U.S. corporation for U.S. federal
income tax purposes, there can be no assurances that the IRS will not seek to challenge this
treatment or that any such challenge would not be sustained by a court. If the IRS were to
successfully challenge the Company’s status as a non-U.S. corporation for U.S. federal income tax
purposes, the Company would be subject to significant adverse tax consequences, including being
subject to U.S. federal income tax on its worldwide income and on certain income of its non-U.S.
subsidiaries (regardless of whether we receive distributions from such subsidiaries), in the same
manner as U.S. corporations. In that case, we would be subject to taxation and reporting obligations
in both the PRC and the United States, unless the competent tax authorities of the two countries
agree otherwise. In addition, any dividends we pay to holders of our H Shares would be treated as
U.S.-source income and would therefore be subject to U.S. withholding tax at a rate of 30% (even
if the ultimate investor is entitled to an exemption or a reduced tax rate), in which case an investor
may be subject to double withholding by the U.S. and the PRC with respect to distributions.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY
Our commercial success depends significantly on our ability to operate without infringing upon,
misappropriating or otherwise violating the IP rights of third parties.
The markets in which we operate are subject to rapid technological change and significant
patent and other intellectual property litigation. Many competitors have substantially greater
financial and technical resources than we do and may invest heavily in patent portfolios or obtain
patents that could prevent, limit or interfere with our ability to develop, use or commercialize our
technologies and solutions. Numerous third-party patents exist in fields relevant to our business,
and because certain patent applications remain confidential for extended periods, we cannot be
certain that we are aware of all patent rights that may later be asserted against us. As a result, we
may be found to infringe third-party intellectual property rights.
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Patents could be issued to third parties and we may ultimately be found to infringe such
patents. Third parties may have or obtain valid and enforceable patents or proprietary rights that
could block us from using our technologies. If we are unable to obtain or maintain necessary
licenses to third-party intellectual property, or if third parties bring infringement or other IP-related
claims against us, we could face costly litigation, regulatory or operational delays, or injunctive
relief that could restrict our ability to continue offering our technologies and services. Defending
such claims, even if ultimately resolved in our favor, could require substantial management
attention, increase operating costs, divert resources from R&D and commercialization activities,
and risk the disclosure of confidential information. Adverse rulings, or negative market perception
of such disputes, could also harm our cash position, business, results of operations and share price.
We may become involved in lawsuits to protect or enforce our patents or other IP , which could
be expensive, time consuming and unsuccessful, and any unfavorable outcome from such
litigation could limit our R&D activities and/or our ability to commercialize our technologies and
services.
Competitors may infringe or misappropriate our intellectual property, and enforcing our rights
may require costly and time-consuming litigation that diverts management and scientific resources.
Such actions could prompt counterclaims alleging infringement of third-party rights, and there is a
risk that our patents or trademarks could be found invalid, unenforceable or narrowly construed,
limiting our ability to exclude competitors or, in the case of trademarks, forcing us to cease use of
certain marks. Even if we prevail, litigation may not result in commercially meaningful damages
and could require extensive discovery that risks disclosure of confidential information. In addition,
we may lack sufficient resources to pursue or sustain prolonged IP enforcement actions, and the
costs and distractions associated with such proceedings may outweigh any potential benefits,
adversely affecting our competitive position, business prospects and financial condition.
Our obligations in our collaboration agreements may limit the IP rights that are important to our
business. If we fail to comply with our obligations under such agreements, we could lose IP rights
that are important to our business.
We are parties to and may continue to pursue partnerships and collaborations with certain
pharmaceutical and biotechnology companies, pursuant to which we participate in drug design and
discovery, or material design or discovery, and have either joint ownership or no ownership rights
to certain IP generated through the collaborations. If we are unable to obtain ownership or licensing
of such IP generated through our collaborations, which overlap with or relate to our own proprietary
technologies, our business, financial condition, results of operations, and prospects could be
materially harmed.
Our collaboration agreements may include exclusivity obligations that require us to design
compounds, materials or solutions exclusively for certain partners with respect to specific targets
for defined periods. If a partner concludes that we have breached such agreements, or if an
agreement is terminated, or if the underlying intellectual property fails to provide the intended
exclusivity, competitors may be able to develop, obtain regulatory approval for and commercialize
solutions or technologies similar to ours, which could materially harm our competitive position and
business.
In addition, disputes may arise under these agreements regarding intellectual property
ownership or licensing scope, potential infringement of jointly generated IP , rights to assign or
sublicense IP , satisfaction of diligence obligations, or the inventorship and ownership of jointly
developed inventions and know-how. Collaboration agreements are inherently complex and may be
subject to differing interpretations, and the resolution of such disputes could narrow our rights or
increase our obligations. Any resulting disruption to our partnerships or limitations on our ability
to develop and commercialize affected technologies, solutions or services could materially and
adversely affect our business, financial condition, results of operations and prospects.
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The nature of our customer engagements requires deep R&D collaboration, which may give rise
to potential risks in the ownership, security, and control of intellectual property and data assets.
Our platform business model involves deep technical collaboration with customers and other
collaborators, often resulting in jointly developed delivery systems, formulations, data or
technologies. These collaborative arrangements may give rise to uncertainties or disputes over
intellectual property ownership, attribution and usage rights, particularly where innovations emerge
from integrated workflows or contractual terms are subject to interpretation. Such uncertainties
could limit our ability to reuse results, enforce our IP rights or independently commercialize related
solutions. In addition, collaborations may require access to sensitive customer data or the sharing
of our proprietary algorithms and datasets, creating risks relating to data protection, confidentiality
and regulatory compliance. Any failure to properly structure, manage or enforce our rights and
obligations in these collaborations could materially and adversely affect our business, financial
condition, results of operations and prospects.
We may be unsuccessful in obtaining or maintaining patent or other adequate IP protection for
our technologies, solutions or services, due to any rejections of our patent applications or
licensed patent applications. If our issued patents are determined invalid or unenforceable when
challenged in court or before administrative bodies, third parties could develop and
commercialize solutions and technologies similar or identical to ours and compete directly
against us, and our ability to successfully commercialize any technology, solutions or services
may be adversely affected.
Our commercial success will depend, in large part, on our ability to obtain, maintain and
defend patent and other IP protection with respect to our AI-driven nanomaterial platform solutions
and other AI-enabled solutions. We seek to protect our proprietary position by filing patent
applications in China, the U.S. and other applicable jurisdictions as well as under the Patent
Cooperation Treaty, or the PCT, related to our technologies, solutions and services we may develop
that are important to our business, and by in-licensing IP related to our technologies, solutions and
services. If we are unable to obtain or maintain patent protection with respect to any proprietary
technologies, solutions or services, our business, financial condition, results of operations, and
prospects could be materially harmed.
We cannot assure that our pending patent applications will be granted or that issued patents
will remain valid, enforceable or sufficiently broad to protect our technologies or provide a
competitive advantage. Patent protection in the pharmaceutical and biotechnology sectors is
inherently uncertain, and some of our patents may be jointly owned with third parties, pledged as
collateral, or require third-party cooperation for enforcement, which could limit our exclusive rights
or ability to enforce such patents. If we fail to maintain these rights, our competitive position,
business and prospects could be materially adversely affected.
In addition, our intellectual property may be challenged in litigation or administrative
proceedings in China or other jurisdictions, potentially resulting in invalidation, unenforceability or
narrowing of our patent claims, significant costs, diversion of management attention and risk of
disclosure of confidential information. Even if we seek to enforce our patents, defendants may
counterclaim, and adverse outcomes or narrow claim interpretations could limit our ability to
exclude competitors. Any loss or weakening of patent protection could materially and adversely
affect our technologies, solutions and business.
Efforts to enforce our intellectual property may also expose us to counterclaims or
administrative challenges asserting that our patents are invalid or unenforceable, including through
re-examination, post-grant review or similar proceedings in China or other jurisdictions. The
outcomes of such proceedings are inherently unpredictable and may result in the loss, narrowing or
unenforceability of our patent rights, even if we act in good faith. Any adverse outcome could limit
our ability to enforce our intellectual property, allow competitors to use similar technologies, and
materially and adversely affect our business, results of operations and prospects.
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We may be subject to claims challenging the inventorship or ownership of our patents and other
IP .
We and/or our partners may be subject to claims that former employees, collaborators,
partners or other third parties have an interest in our patents or other IP as an inventor or
co-inventor. In addition, we cannot assure you that all inventors have been or will be identified by
us and/or our business partners despite diligent effort. The failure to name the proper inventors on
a patent application could result in the patents issuing thereon being unenforceable. Inventorship
disputes may arise from conflicting views regarding the contributions of different individuals
named as inventors, the effects of foreign laws where foreign nationals are involved in the
development of the subject matter of the patent, conflicting obligations of third parties involved in
developing our technologies, solutions and services or as a result of questions regarding joint
ownership of potential joint inventions. Litigation may be necessary to resolve these and other
claims challenging inventorship and/or ownership. Alternatively, or additionally, we may enter into
agreements to clarify the scope of our rights in such IP . If we fail in defending any such claims, in
addition to paying monetary damages, we may lose valuable IP rights, such as exclusive ownership
of, or right to enforce, such valuable IP . Such an outcome could have a material adverse effect on
our business. Even if we are successful in defending against such claims, litigation could result in
substantial costs and be a distraction to management and other employees.
Our collaborators and business partners may have relied on consultants or other third parties
such that our partners are not the sole and exclusive owners of the patents we in-licensed or utilized.
If such third parties have ownership rights or other rights to our in-licensed or utilized patents, they
may be able to license such patents to our competitors, and our competitors could market competing
technologies, solutions or services. This could have a material adverse effect on our competitive
position, business, financial conditions, results of operations, and prospects.
We may not be successful in obtaining or maintaining necessary rights for our technology
through acquisitions.
Because our integrated platform may involve additional technologies that may require the use
of proprietary rights held by third parties, the growth of our business may depend in part on our
ability to acquire other rights to use these proprietary rights. We may be unable to acquire any
compositions, methods of use, or other IP rights from third parties that we identify. The acquisition
of third-party IP rights is a competitive area, and a number of more established companies are also
pursuing strategies to acquire third-party IP rights that we may consider attractive or necessary.
These established companies may have a competitive advantage over us due to their size, cash
resources and greater R&D and commercialization capabilities. In addition, companies that perceive
us to be a competitor may be unwilling to assign rights to us. We also may be unable to acquire
third-party IP rights on terms that would allow us to make an appropriate return on our investment
or at all. If we are unable to successfully obtain rights to required third-party IP rights or maintain
our IP rights, we may have to abandon development of the relevant technology, solution or service,
which could have a material adverse effect on our business, financial condition, results of
operations and prospects for growth.
We may not be able to enter into invention assignment and confidentiality agreements with third
parties. Such agreements may not prevent ownership disputes or unauthorized disclosure of trade
secrets and other proprietary information.
We rely on trade secrets, unpatented know-how and ongoing technological innovation to
maintain our competitive position, which we seek to protect through confidentiality, non-disclosure
and invention assignment agreements with employees, consultants, partners and other service
providers. However, these protections may be insufficient. Assignment provisions may not be
self-executing and may require additional actions to perfect our ownership, and employees or third
parties may dispute the scope, enforceability or compliance with such obligations, or claim that
certain inventions were developed outside the scope of their engagement or using third-party IP . Our
trade secrets may also be intentionally or inadvertently disclosed or misappropriated, and
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competitors or other parties may independently develop similar technologies. Enforcing trade secret
or IP rights is costly, time-consuming and uncertain, and we may not have adequate remedies for
breaches. Any loss of, dispute over, or inability to secure clear ownership of our confidential
information, inventions or know-how could materially and adversely affect our business, financial
condition and results of operations.
Changes in patent laws in the U.S., Europe and China could raise challenges with respect to our
patent protection in the U.S., Europe and China and increase the risk of early generic
competition with our solutions or services.
Our success depends heavily on our ability to obtain, maintain and enforce intellectual
property protection, particularly patents, in the AI-powered drug and material science R&D market.
Patent prosecution and enforcement are complex, costly, time-consuming and uncertain, and
changes in patent laws or their interpretation in the U.S., Europe and China could further increase
these challenges. In particular, reforms to U.S. patent law, including the Leahy-Smith America
Invents Act, have changed patent prosecution standards, expanded mechanisms for third parties to
challenge patent validity and adopted a “first-to-file” system, which may make it more difficult and
expensive to obtain and defend patent protection. In addition, recent judicial decisions and proposed
legislative changes in the U.S. and other jurisdictions have increased uncertainty regarding the
scope, validity and enforceability of patents, which could adversely affect our existing and future
patent portfolio.
In Europe, the launch of the Unified Patent Court in June 2023 introduces additional
uncertainty, as it allows centralized challenges to European patents and the potential for
pan-European injunctions, and it remains unclear how patent rights and remedies will be applied in
practice.
In China, the Patent Law of the PRC (‘), or the PRC Patent Law,
which came into effect on June 1, 2021, also adopts a patent-term extension mechanism which
provides that, from June 1, 2021, for a new drug already approved for marketing in China, the term
of the related invention patent may be extended, upon request by the relevant patent applicant, to
compensate the lengthy time period consumed in the market authorization approval process.
According to the PRC Patent Law, in order to compensate for the time used for the review and
approval of new drugs for marketing, the patent administration department of the State Council
shall, at the request of the patent applicant, provide patent term compensation for invention patents
of new drugs approved for marketing in China. The patent term compensation may not exceed five
years, and the total effective term of the patent after the new drug approved for marketing shall not
exceed 14 years. Moreover, the PRC Patent Law also introduces the basis of patent linkage allowing
litigation or administrative decision on dispute over drug patent infringement while the new drug
is still in the process of review and assessment for marketing authorization. The NMPA may decide
whether to suspend the approval of marketing authorization of the new drug according to the
effective court judgment or administrative decision. Despite the PRC Patent Law, the NMPA and the
NIPA, are yet to promulgate formal implementing rules for patent term extension and patent linkage
apart from several drafts for public comment. Accordingly, we need to adopt various measures to
protect ourselves against generic competition in China until the relevant laws, regulations and
implementing rules for patent term extension, patent linkage, or data exclusivity are put into effect
officially in China.
Patent terms may not be sufficient to effectively protect our technology and the product
candidates using our technologies and services.
In most countries in which we plan to file applications for patents, the term of an issued patent
is generally 10 to 20 years from the earliest claimed filing date of a non-provisional patent
application in the applicable country. Although various extensions may be available, the life of a
patent and the protection it affords is limited. Even if patents covering our technology and the
product candidates using our technologies and services are obtained, we may be exposed to
competition from other companies once our patent rights expire. Given the amount of time required
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for the development, testing and regulatory review of new technology and product candidates,
patents protection for such technology and product candidates using our technologies and services
might expire before or shortly after such technology and candidates are commercialized. As a result,
our patent portfolio may not provide us with sufficient rights to exclude others from
commercializing products or technology similar or identical to ours.
We may be unable to effectively protect, maintain or enforce our intellectual property rights
worldwide due to the cost, complexity and jurisdictional limitations of global patent protection
and the risk that non-compliance with procedural, documentation, fee payment and other
requirements imposed by patent authorities could result in the reduction or loss of our patent
rights.
Obtaining, maintaining and enforcing patent protection depends on compliance with numerous
procedural, documentary, fee payment and other requirements imposed by governmental patent
authorities, including the National Intellectual Property Administration, the United States Patent
and Trademark Office, and patent offices in other jurisdictions. Periodic maintenance, renewal and
annuity fees, as well as timely responses to official communications and proper submission of
formal documents, are required throughout the life of patents and applications, and failure to
comply with such requirements may result in abandonment or lapse of patent rights, some of which
may not be curable. Although we engage reputable third-party professionals to assist with these
processes, inadvertent or uncured noncompliance could lead to loss of patent protection in relevant
jurisdictions, allowing competitors to enter the market earlier and adversely affecting our
competitive position.
In addition, filing, prosecuting and defending patents globally is costly and time-consuming,
and we may be unable to obtain or effectively enforce patent protection in all jurisdictions. Legal
systems in certain foreign countries may provide limited or uncertain protection for intellectual
property rights, making enforcement difficult, costly or ineffective. As a result, competitors may be
able to use our technologies in jurisdictions where we lack patent protection or where enforcement
is weak, and proceedings to enforce our IP rights may divert management attention, involve
substantial expense, expose our patents to invalidation or narrow interpretation, or fail to result in
commercially meaningful remedies. Consequently, our global IP protection and enforcement efforts
may not be sufficient to prevent competition or enable us to fully realize the commercial value of
our intellectual property.
RISKS RELATED TO OUR FINANCIAL PROSPECTS AND NEED FOR ADDITIONAL
CAPITAL
We have incurred significant operating expenses, net loss and cash outflow from operations
historically. We may continue to incur significant operating expenses, net loss and cash outflow
from operations in the near future, which may materially adversely affect our business
operations, results of operations, financial position and profitability.
We have a history of significant operating expenses and net losses and have experienced, and
expect to continue to experience, negative operating cash flows, requiring us to finance our
operations primarily through equity investments. Our operating expenses decreased from
RMB400.7 million in 2023 to RMB379.3 million in 2024, and subsequently increased to RMB488.7
million in 2025, primarily due to continued investment in R&D, high employee benefit expenses
(including share-based compensation expense) and business expansion. We recorded net losses of
RMB581.9 million, RMB499.2 million and RMB391.8 million in 2023, 2024 and 2025,
respectively, mainly as a result of our focus on advancing and validating the NanoForge platform
and core technologies rather than broad commercialization, and the substantial R&D expenses
incurred.
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We expect our operating expenses, net losses and operating cash outflows to continue in the
foreseeable future as we further expand our business, including through continued investment in our
AI-driven nanomaterial platforms, proprietary lipid library, R&D programs and collaborations,
expansion of our intellectual property portfolio, strengthening of business development and
marketing capabilities, recruitment of additional personnel, expansion of operations, and incurrence
of additional costs associated with operating as a public company. If we are unable to effectively
manage increases in operating expenses or net losses, our business, results of operations and
financial position could be materially and adversely affected.
We recorded net liabilities during the Track Record Period.
We had net liabilities of RMB977.6 million and RMB1,382.4 million as of December 31, 2023
and 2024, respectively, and net assets of RMB1,040.9 million as of December 31, 2025. For more
details, please refer to “Financial Information — Discussion of Certain Key Items From Our
Consolidated Statements of Financial Position” in this Prospectus. We cannot assure you that we
will not record or net liabilities in the future. Net liabilities may expose us to liquidity and credit
risks. Our future liquidity, the payment of trade and other payables and repayment of borrowings
as and when they become due will primarily depend on our ability to generate adequate cash inflows
from our operating activities. If we experience a shortage in cash flow generated from operations,
our liquidity position may be materially and adversely affected, which, in turn, may adversely affect
our results of operations and financial position.
We are exposed to risks in connection with the fair value change of financial assets at FVTPL
and related valuation uncertainty.
Fluctuation of the fair value of our financial assets at FVPL may affect our results of
operation. During the Track Record Period, our financial assets at FVPL consisted of the wealth
management products we held. We recorded net gains in fair value changes in financial assets at
FVPL of RMB0.1 million, RMB6.9 million, and RMB4.6 million in 2023, 2024 and 2025,
respectively. We cannot assure you that we will not incur any fair value losses in the future, and any
such fair value losses may adversely affect our results of operations, financial condition and
prospects.
We are exposed to credit risk in relation to our investments in financial assets at FVPTL,
which may adversely affect the net changes in their fair value. Factors beyond our control can
significantly influence and cause adverse changes to the estimates and thereby affect the fair value.
These factors include, but are not limited to, general economic conditions, market conditions and
regulatory environment. The valuation of our financial assets at fair value through profit or loss
relies on significant unobservable inputs, such as discount rates, volatility and discounts for lack of
marketability, and involves substantial judgment and uncertainty. Changes in economic conditions,
interest rates or capital market stability may materially affect these estimates and the resulting fair
values. Any significant variance between our estimates and actual outcomes could materially and
adversely affect our financial position and results of operations.
We may be exposed to credit risk associated with our trade receivables.
Our trade receivables arose primarily from our solutions provided in the ordinary course of
business. As of December 31, 2023, 2024 and 2025, the carrying amount of our trade receivables
was RMB0.7 million, RMB0.3 million and RMB0.2 million, respectively. See “Financial
Information — Net Current Assets — Trade Receivables” for details. We may not be able to collect
all such trade receivables due to a variety of factors that are out of our control. For example, if our
relationship with any of our partners deteriorates or terminates, or if any of them experiences any
difficulty in their operations or a decrease in their business or financial performance for any
reasons, our partners may delay or default in their payment. As a result, we may not be able to fully
recover the outstanding amounts due from them, in a timely manner or at all. If we are not able to
manage the credit risk associated with our trade receivables, our cash flows and results of
operations may be materially and adversely affected.
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We may not be able to fulfill our obligation in respect of contract liabilities which could adversely
affect our financial condition, results of operations and prospects.
As of December 31, 2023, 2024 and 2025, we had contract liabilities of nil, RMB11.1 million
and RMB17.2 million, respectively, primarily representing cash collections in advance of fulfilling
performance obligations. If we have any difficulties or fail to perform our obligations under our
contracts, our relationships with our partners will be adversely affected and we will be unable to
recognize such contract liabilities as revenue, exposing us to the risk of shortfalls in liquidity, which
may have a material adverse effect on our operational performance and prospects. See “Financial
Information — Net Current Assets — Contract Liabilities.”
We have adopted a share incentive plan and will continue to grant share-based awards in the
future, which may increase expenses associated with share-based compensation, cause
shareholding dilution to our existing Shareholders, and have an adverse effect on our financial
performance. Exercise of the awards granted will increase the number of our outstanding Shares,
which may adversely affect the market price of our Shares.
Historically, we have adopted certain share incentive schemes to recognize the contribution of
certain eligible participants and to provide incentives to retain and attract quality personnel for the
continued operation and development of our business. See “Appendix V — Statutory and General
Information — Further Information about Our Directors, Senior Management and Substantial
Shareholders — 5. Employee Incentive Schemes.” In 2023, 2024 and 2025, there were RMB107.9
million, RMB93.9 million and RMB183.7 million of share-based compensation expenses,
respectively, related to our share options granted under the share incentive plans, which reflected
our increased valuation and expansion of employees.
We believe the granting of share-based awards is of significant importance to our ability to
attract and retain key personnel and employees. As a result, we will continue to grant share-based
compensation to employees in the future, which may further increase our expenses associated with
share-based compensation, cause shareholding dilution to our Shareholders, and adversely affect the
market price of our Shares, and in turn materially and adversely affect our business, financial
condition, and results of operations.
We may need to obtain substantial additional financing to fund our growth and operations, which
may not be available on acceptable terms, if at all.
The technological advancement and R&D efforts are capital-intensive. We have used
substantial funds and expect to continue to invest significant financial resources in enhancing our
AI nanomaterial technologies and development and advance our pipeline drug candidates. For
example, we are in the process of further enhancing the capabilities of NanoForge platform and
other AI-empowered solutions and expect to incur substantial expenditures. In addition, we have
used substantial funds to advance our pipeline drug products, including MTS-201 and MTS-105.
To date, we have funded our operations primarily through equity investments from our
investors. Our operations have consumed substantial amounts of cash since inception. The net cash
used in our operating activities was RMB192.4 million, RMB239.2 million and RMB121.6 million
in 2023, 2024 and 2025, respectively. Our future funding requirements and the period for which we
expect increasing capital need may be different than what we are planning.
Adequate additional financing may not be available to us on acceptable terms, or at all. Any
additional capital-raising efforts may divert our management from their day-to-day activities, which
may adversely affect our ability to develop and commercialize our technologies, solutions and
services. If we are unable to raise capital when needed or on attractive terms, we could be forced
to delay, reduce or altogether cease our R&D programs and/or our service offerings.
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Increased staff cost may negatively affect our financial performance and liquidity position.
Our operations require a sufficient number of qualified employees. To support our rapid
growth, we have incurred increasing staff costs, with total employee benefit expenses of RMB226.6
million, RMB202.5 million and RMB294.9 million in 2023, 2024 and 2025, respectively. Further,
we intend to recruit highly capable and experienced employees to support our business growth and
to provide our employees with training and development opportunities. Such recruitments may
increase our staff costs, and there is no assurance that our total revenue will increase in proportion
to or at a faster pace than that in staff costs. As a result, the increases in staff costs may have a
negative impact on our results of operations and financial condition. Our continued investments in
recruiting, retaining and training our employees may also place constraints on our liquidity and
working capital.
We have historically received financial incentives, such as government subsidies, and we may not
continue to receive such incentives in the future.
We have historically received various government subsidies, including subsidies from
different PRC governmental authorities to support the research and development for our drug
candidates. We recognized government grants as other income of RMB5.0 million, RMB5.8 million
and RMB7.4 million in 2023, 2024 and 2025, respectively. There is no assurance that we could
continue to enjoy or maintain financial incentives or government subsidies at the historical levels,
or at all, or apply for new financial incentives or government subsidies. Any change, suspension or
termination of these government subsidies, or government financial incentives in other forms, may
have a negative impact on our business, financial condition and results of operations.
Raising additional capital may lead to dilution of shareholdings and restrict our operations or
require us to relinquish rights to our technologies, solutions or services.
We may seek additional funding through a combination of equity and debt financings and
collaborations. To the extent that we raise additional capital through the sale of equity or
convertible debt securities, the beneficial ownership interest of existing Shareholders will be
diluted, and the terms may include liquidation or other preferences that adversely affect the rights
of our existing Shareholders. The incurrence of additional indebtedness or the issuance of certain
equity securities could result in increased fixed payment obligations and could also result in certain
additional restrictive covenants, such as incurring additional debt, making capital expenditures, or
declaring dividends. If we raise additional funds through partnerships, collaborations, strategic
alliances, or licensing arrangements from third parties, we may have to relinquish valuable rights
to our technologies, solutions or services, or future revenue streams, or grant licenses on terms that
are not favorable to us.
Fluctuations in exchange rates may result in foreign currency exchange losses and may have a
material adverse effect on your investment.
If any portion of our revenue, expenses or cash flows is denominated in currencies other than
RMB, our operating results and financial condition may be adversely affected by fluctuations in
foreign currency exchange rates. In addition, the translation into RMB of revenues, expenses, assets
and liabilities denominated in foreign currencies will be affected by changes in foreign currency
exchange rates. We may not be able to hedge effectively against these risks, and the costs of such
hedging may be significant. As a result, our net income and cash flows may be negatively affected
by changes in foreign currency exchange rates. We recorded net exchange loss of RMB7.9 million,
net exchange gain of RMB12.0 million and net exchange loss of RMB11.2 million in 2023, 2024
and 2025, respectively.
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RISKS RELATED TO DOING BUSINESS IN THE JURISDICTIONS WE OPERATE
Y ou may experience difficulties in effecting service of legal process, enforcing foreign judgments
or bringing actions in China against us or our management named in the document based on
foreign laws.
A number of our business and operations are located in the PRC. In addition, some of our
Directors and senior management reside in China and substantially all of their assets are located in
China. It may be difficult to effect service of process upon those persons residing in China or to
enforce against us or them in China any judgments obtained from non-PRC courts. The PRC does
not have treaties providing for the reciprocal recognition and enforcement of judgments of courts
of most other jurisdictions. As a result, recognition and enforcement in the PRC of judgments of a
court in any of these jurisdictions outside China may be difficult.
On July 14, 2006, the Supreme People’s Court of the PRC and the Government of the Hong
Kong Special Administrative Region signed an Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercial Matters (ಥतй
τર‘) (the “ Arrangement ”).
Under the Arrangement, a party with an enforceable final court judgment rendered by any
designated people’s court of China or any designated Hong Kong court requiring payment of money
in a civil and commercial case according to a written choice of court agreement, may apply for
recognition and enforcement of the judgment in the relevant people’s court of China or Hong Kong
court. A written choice of court agreement is defined as any agreement in writing entered into
between parties after the effective date of the Arrangement in which a Hong Kong court or a PRC
court is expressly designated as the court having sole jurisdiction for the dispute.
On January 18, 2019, the Supreme People’s Court of the PRC and Hong Kong entered into an
agreement regarding the scope of judgments which may be enforced between China and Hong Kong
(τર‘) (the “ New
Arrangement ”). The New Arrangement broadens the scope of judgments that may be enforced
between China and Hong Kong under the Arrangement. Whereas a choice of jurisdiction needs to
be agreed in writing in the form of an agreement between the parties for the selected jurisdiction
to have exclusive jurisdiction over a matter under the Arrangement, the New Arrangement provides
that the court where the judgment was sought could apply jurisdiction in accordance with the certain
rules without the parties’ agreement. The New Arrangement became effective on January 29, 2024
both in China and in Hong Kong, and replaced the Arrangement. Under the New Arrangement, any
party concerned may apply to the relevant PRC court or Hong Kong court for recognition and
enforcement of the effective judgments in civil and commercial cases subject to the conditions set
forth in the New Arrangement. Although the New Arrangement has been signed and took effect, the
outcome and effectiveness of any action brought under the New Arrangement may still be uncertain.
We cannot assure you that an effective judgment that complies with the New Arrangement can be
recognized and enforced in a PRC court.
Changes in international trade policies and political tensions may adversely impact our business
and results of operations.
We are susceptible to constantly changing international economic, regulatory, social and
political conditions, and local conditions in foreign countries and regions. Tensions and political
concerns between China and other countries or regions may adversely affect our business, financial
condition, results of operations, cash flows and prospects. China’s political relationships with
foreign countries and regions may affect the prospects of our relationship with third parties, such
as business partners, suppliers and future customers. There can be no assurance that our existing or
potential service providers or collaboration partners will not alter their perception of us or their
preferences as a result of adverse changes to the state of political relationships between China and
the relevant foreign countries or regions. Any tensions and political concerns between China and the
relevant foreign countries or regions may cause a decline in the demand for our future products and
adversely affect our business, financial condition, results of operations, cash flows and prospects.
Rising trade and political tensions, as well as changes in relevant government policies could reduce
levels of trades, investments, technological exchanges and other economic activities between China
and other countries and regions.
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We have been closely monitoring policies in the United States that are aimed at restricting
U.S. persons from investing in or supplying to certain Chinese companies. For example, on October
28, 2024, the U.S. Department of the Treasury issued a final rule on outbound investment, or the
Final Rule, to implement the executive order of August 9, 2023. The Final Rule became effective
on January 2, 2025. The Final Rule imposes investment prohibition and notification requirements
on U.S. persons for certain investments in entities associated with China (including Hong Kong and
Macau) that are engaged in certain activities relating to three sectors: (i) semiconductors and
microelectronics, (ii) quantum information technologies, and (iii) artificial intelligence systems,
collectively defined as “Covered Foreign Persons.” U.S. persons subject to the Final Rule are in
some instances prohibited altogether from making, and in other instances required to report, certain
investments in Covered Foreign Persons, which are defined as “Covered Transactions,” and include
acquisitions of equity interests that are not yet publicly traded, certain debt financing, joint
ventures, and certain investments as a limited partner in a non-U.S. person pooled investment fund.
The Final Rule excludes some investments from the scope of covered transactions, including those
in publicly traded securities. The Final Rule is aimed at exerting greater U.S. government oversight
over U.S. direct and indirect investments involving China, and may introduce new hurdles and
uncertainties for cross-border collaborations, investments, and funding opportunities of China-
based issuers including us. Based on the “Frequently Asked Questions” updated by the U.S.
Department of the Treasury in December 2025, the computation thresholds for AI systems should
be calculated by aggregating the quantity of computing power measured in computational
operations (for example, integer or floating-point operations) required to train a given AI system.
For instance, the computational operations required to train an AI system that is a combination of
smaller, pre-trained AI models would be the summation of the computational operations required to
train each component model of the AI system. Similarly, developing an AI model based on the
transfer of knowledge from one model to another would include the computational operations
required to train both models.
As advised by the International Sanctions Legal Advisor, engaged by us in connection with the
foregoing matters, we do not believe we are a Covered Foreign Person under the Final Rule, because
we do not engage in a “covered activity” (as defined in the Final Rule) or otherwise meet the
definition of Covered Foreign Persons provided in the Final Rule. The Final Rule includes in
covered activities the development of AI systems for military end use, government intelligence or
mass-surveillance end use, cybersecurity applications, digital forensics tools, penetration testing
tools, control of robotic systems, or trained using a quantity of computing power greater than 10^23
computational operations. None of our AI systems meet any of these descriptions, and we train them
all at a power below 10^23. In light of the above, our Directors are of the view that the Final Rule
does not have material adverse impact on our operation and financial performance. However, there
is no assurance that the U.S. Department of Treasury will not expand or reinterpret its regulations
in a manner that could cover some portion of our business. If we became within the scope of the
Final Rule, and if U.S. persons engaged in a “Covered Transaction” that involves the acquisition of
our equity interests, such U.S. persons may need to make a notification pursuant to the Final Rule.
In addition, even though U.S. persons’ acquisitions of certain publicly traded securities (such as our
H shares) will be exempted from the scope of covered transactions under the Final Rule, the Final
Rule could still limit our ability to raise capital or contingent equity capital from U.S. investors
after this offering given that relevant laws, regulations, and policies continue to evolve and we
cannot rule out the possibility of being deemed a Covered Foreign Person in the future due to
different interpretations that might later be adopted by the U.S. Department of the Treasury,
potential amendments to the Final Rule or the introduction of new U.S. legislation or regulations.
If our ability to raise such capital is significantly and negatively affected, it could be detrimental
to our business, financial condition and prospects. In such case, the value of our H shares may
significantly decline, or in extreme cases, become worthless. Notably, on February 21, 2025, U.S.
President Donald J. Trump issued a memo entitled the “America First Investment Policy” (the
“America First Memo ”), outlining the ongoing review and consideration of potential new or
expanded restrictions on U.S. outbound investment in the PRC in sectors such as semiconductors,
artificial intelligence, quantum, biotechnology, hypersonics, aerospace, advanced manufacturing,
and directed energy. The America First Memo also contemplates potential restrictions on
investments in publicly traded securities by pension funds, university endowments and other limited
partner investors. Such political tensions and policy changes would have an adverse effect on global
economic conditions, the stability of global financial markets, and international trade policies.
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International trade frictions have been escalating continuously in recent years. Certain foreign
jurisdictions have imposed or may impose export controls, economic sanctions, or other
trade-related measures in various forms, including restrictions on technology exports critical to AI
model development, high-performance computing, and advanced materials. Such restrictions may
directly impact our future access to new components, computing resources, or datasets essential for
our AI-driven platform development and operation. For example, on April 9, 2025, the U.S.
government notified NVIDIA Corporation that licenses are required for exports to China of certain
advanced integrated circuits and related technologies. Although we do not export any goods,
software or technology from the United States and do not re-export or transfer any items with U.S.
content, export controls and related restrictions could materially and adversely affect our future
ability to access new state-of-the-art AI hardware or software, thus impeding the development,
optimization, and scalability of our AI-driven nanomaterial platforms. The U.S. Department of
Commerce’s Bureau of Industry and Security (“ BIS”) also frequently updates the Entity List,
including many PRC-based technology companies, imposing sanctions and export controls on key
AI and semiconductor technologies. New additions to this list could indirectly reduce our access to
critical AI development tools and data sources. We cannot guarantee that our future business will
be free from export control or sanctions risk in the U.S. or other jurisdictions.
While we have not started commercialization of drug candidates, any rising trade and political
tensions or unfavorable government policies on international trade, such as capital controls or
tariffs, may affect the competitive position of our drug products. In addition, rising trade and
political tensions, heightened government scrutiny or unfavorable government policies may also
affect our existing and future relationships with shareholders and business partners, including our
suppliers, CROs and CDMOs, the provision of research and development and other services, the
supplies of materials and products, the hiring of scientists and other research and development
personnel, and import or export of raw materials in relation to drug development, or prevent us from
selling our drug products in certain countries. Any failure in confirming and continuing business
relationships with our existing partners or any delay in identifying and entering into commercially
reasonable business relationship with a new partner could harm our ability to develop, manufacture
and distribute our drug candidates as planned or within budget, which could materially adversely
affect our business, financial condition and results of operations.
In addition, if any new tariffs, legislation and/or regulations, including the recently passed
BIOSECURE Act aiming at discouraging federal funding to, and contracting with, entities that use
biotechnology equipment or services provided by certain Chinese biotechnology companies, are
implemented, or if existing trade agreements are renegotiated, such changes could limit our ability
to expand into certain markets and have an adverse effect on our business, financial condition and
results of operations. In addition, our results of operations could be adversely affected if any such
tensions or unfavorable government trade policies harm the Chinese economy or the global
economy in general.
Furthermore, due to the diverse backgrounds and jurisdictions associated with our directors
and substantial shareholders, they are subject to a range of regulatory requirements, including those
governing investment and operational activities related to our Company. Non-compliance with such
regulations could result in legal exposure or reputational harm to our Company.
We may be restricted from transferring our scientific data outside of China.
On March 17, 2018, the General Office of the PRC State Council promulgated the Measures
for the Management of Scientific Data (‘), or the Scientific Data Measures,
which provide 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 from competent authorities in accordance with relevant management
procedures for guarding state secrets before any scientific data involving any state secret may be
transferred abroad or be disclosed to foreign parties. Further, any researcher conducting research
funded, at least in part, by the PRC 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. As the term “state secret” is not clearly defined, there is no
assurance that we can always obtain relevant approvals for sending scientific data (such as the
results of our pre-clinical studies conducted within China) abroad, or to our foreign partners in
China.
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If we are unable to obtain the necessary approvals in a timely manner, or at all, our R&D
activities and collaboration programs may be hindered, which may materially affect our business,
results of operations, financial conditions and prospects. If relevant government authorities consider
the transmission of our scientific data to be in violation of the requirements under the Scientific
Data Measures, we may be subject to specific administrative penalties imposed by those
government authorities.
PRC regulations on currency conversion and capital inflow/outflow may limit our ability to
utilize our cash balance effectively and affect the value of your investment.
The Renminbi is not currently a freely convertible currency. We receive most of our payments
in Renminbi and may need to convert Renminbi into foreign currencies for the payment of
dividends, if any, to holders of our Shares. Under the Chinese existing foreign exchange regulations,
following the completion of the Global Offering, we will be able to pay dividends in foreign
currencies without prior approval from the State Administration of Foreign Exchange (the “ SAFE ”)
or its local branches by complying with certain procedural requirements. However, the Chinese
government may take measures at its discretion in the future to restrict access to foreign currencies
for current account transactions if foreign currencies become scarce in China. We may not be able
to pay dividends in foreign currencies to our Shareholders if the Chinese government restricts
access to foreign currencies for current account transactions. Foreign exchange transactions under
our capital account continue to be subject to significant foreign exchange controls and require the
approval of the SAFE or its local branches. These limitations could affect our ability to obtain
foreign exchange through equity financing, or to obtain foreign exchange for capital expenditures.
Most of our revenue and costs are denominated in Renminbi. Any significant revaluation of
the Renminbi may materially and adversely affect our results of operations, cash flows and financial
condition. The exchange rate of the Renminbi against the U.S. dollar and other foreign currencies
fluctuates and is affected by, among other things, the policies of the Chinese government and
changes in China and in international political and economic conditions. Since 1994, the conversion
of the Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the
People’s Bank of China, which are set daily based on the previous business day’s interbank foreign
exchange market rates and current exchange rates on the world financial markets. It is difficult to
predict how market forces or government policies may impact the exchange rate between the
Renminbi and the Hong Kong dollar, the U.S. dollar or other currencies in the future. In addition,
the PBOC regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi
exchange rates and achieve policies goals.
There remains significant international pressure on the Chinese government to adopt a more
flexible currency policy, which, together with domestic policy considerations, could result in
appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or other foreign
currencies. If the Renminbi appreciates against other currencies significantly, and as we need to
convert and remit the proceeds from the Global Offering and future financing into the Renminbi for
our operations, appreciation of the Renminbi against the relevant foreign currencies would reduce
the Renminbi amount we would receive from the conversion. On the other hand, because the
dividends on our Shares, if any, will be paid in Hong Kong dollars, any devaluation of the Renminbi
against the Hong Kong dollar could reduce the amount of any cash dividends on our Shares in Hong
Kong dollar terms. In addition, there are limited instruments available for us to reduce our exposure
to foreign currency risk at reasonable costs. Any of the foregoing factors may materially and
adversely affect our businesses, results of operations, financial condition and prospects.
Our pipeline products may fail to progress through clinical development, which would adversely
affect our business.
Clinical trials are inherently lengthy, complex and subject to significant uncertainty, and their
outcomes depend on numerous factors, many of which are beyond our control. There is no assurance
that our ongoing or future clinical trials will successfully demonstrate adequate safety, tolerability,
efficacy or statistical significance to support further development. Clinical development may be
adversely affected by challenges in trial design, patient enrollment and retention, protocol
deviations, variability in clinical outcomes, or disagreements with investigators or regulators
regarding data interpretation.
RISK FACTORS
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In addition, clinical trials may be delayed, suspended or terminated due to adverse events,
insufficient clinical efficacy, operational deficiencies identified at clinical sites, non-compliance
with GCP requirements, manufacturing or supply issues, or changes in clinical or regulatory
expectations. Any failure, delay or termination of our clinical trials could prevent or significantly
delay advancement of our pipeline products, increase development costs, and materially and
adversely affect our commercialization prospects, business, financial condition and results of
operations.
Changes in government regulations or in practices relating to the biotechnology or AI technology
industry may adversely affect our business.
The biotechnology industry in China, the United States and other markets in which we may
enter is subject to extensive regulation, and changes in regulatory requirements, approval practices
or government policies could materially affect our business. Regulatory reforms may lower entry
barriers for competitors through simplified approval procedures or, conversely, impose more
stringent requirements that increase the time, cost and complexity of development and
commercialization. In addition, healthcare reforms and cost-containment measures may increase
approval hurdles, reduce reimbursement levels and place downward pressure on pricing, which
could adversely affect our revenues, profitability and prospects.
Moreover, drug delivery solutions and product candidates developed through AI-driven
technologies, such as NanoForge, may face heightened regulatory scrutiny due to their novel
mechanisms, lack of historical comparators and limited precedents for approval pathways. Our
focus on new therapeutic targets and next-generation nanomaterials involves intrinsic scientific and
regulatory uncertainty, including unknown biology, unclear mechanisms of action and the potential
need to follow non-standard or evolving regulatory pathways. AI-enabled discovery and delivery
approaches may not align with traditional validation and review frameworks, potentially resulting
in additional data requirements, longer review timelines or delays in regulatory acceptance. Until
extensive preclinical and clinical testing is completed, our product candidates may present unknown
safety risks or unproven clinical efficacy, which could adversely affect development timelines,
approval prospects and commercial competitiveness.
RISKS RELATED TO THE GLOBAL OFFERING
There has been no public market for our H Shares prior to the Global Offering, and you may not
be able to resell our H Shares at or above the price you pay, or at all.
Before the Global Offering, there was no public market for our H Shares. There can be no
guarantee that an active trading market for our H Shares will develop or be sustained after
completion of the Global Offering. The initial Offer Price will be the result of negotiations between
our Company and the Overall Coordinators (for themselves and on behalf of the Underwriters),
which may not be indicative of the market price of our H Shares that will be traded following
completion of the Global Offering. The market price of our H Shares may drop below the Offer
Price at any time after completion of the Global Offering.
The trading price and volume of the H Shares may be volatile, which could result in substantial
losses for investors purchasing our H Shares in the Global Offering.
The market price and trading volume of our H Shares may be volatile and could fluctuate
significantly due to various factors, many of which are beyond our control. These factors include
actual or expected variations in our operating results, changes in market perception or analysts’
estimates of our financial performance, announcements of significant acquisitions, disposals or
strategic transactions, changes in senior management or key personnel, regulatory or legal
developments, fluctuations in trading volumes or the release of lock-up or other transfer
restrictions, and general economic, political and stock market conditions in Hong Kong, China and
globally. In addition, broader market and industry volatility, including fluctuations affecting other
PRC issuers listed on the Stock Exchange that may be unrelated to company fundamentals, could
materially and adversely affect the market price of our H Shares.
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The actual or perceived sale or availability for sale of substantial amounts of our H Shares,
especially by our Directors and/or existing Shareholders, could adversely affect the market price
of our H Shares.
Future sales of a substantial number of our H Shares, especially by our Directors and/or
existing Shareholders, or the perception or anticipation of such sales, could negatively impact the
market price of our H Shares in Hong Kong and our ability to raise equity capital in the future at
a time and price that we deem appropriate.
The H Shares held by our existing Shareholders are subject to certain lock-up periods
beginning on the date on which trading in our H Shares commences on the Stock Exchange. We
cannot assure you that our existing Shareholders will not dispose of any H Shares they may own
now or in the future. See “History, Development and Corporate Structure — Pre-IPO Investments”
for details. Market sale of H Shares by such Shareholders and the availability of these H Shares for
future sale may have negative impact on the market price of our H Shares, and may result in losses
on your investment in our H Shares.
If securities or industry analysts do not publish research reports about our business, or if they
adversely change their recommendations regarding our H Shares, the market price and trading
volume of our H Shares may decline.
The trading market for our H Shares will be influenced by the research and reports that
industry or securities analysts publish about us or our business. If one or more of the analysts who
cover us downgrade our H Shares, the price of our H Shares may decline. If one or more of these
analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose
visibility in the financial markets, which in turn could cause our stock price or trading volume to
decline.
Purchasers of our H Shares in the Global Offering will experience immediate and substantial
dilution and may experience further dilution if we issue additional H Shares in the future.
The Offer Price of our H Shares is higher than the net tangible asset value per H Shares of
our outstanding H Shares immediately prior to the Global Offering. Therefore, purchasers of our
Shares in the Global Offering will experience an immediate dilution in terms of the pro forma net
tangible asset value. In addition, we may consider offering and issuing additional H Shares or
equity-related securities in the future to raise additional funds, finance acquisitions or for other
purposes. Purchasers of our Shares may experience further dilution in terms of the net tangible asset
value per H Share if we issue additional H Shares in the future at a price that is lower than the net
tangible asset value per H Share.
Our Single Largest Group of Shareholders have substantial influence over our Company and
their interests may not be aligned with the interests of other Shareholders.
Immediately following the completion of the Global Offering without taking into account any
H Shares which may be issued pursuant to the exercise of the Over-allotment Option, our Single
Largest Group of Shareholders will be entitled to exercise voting rights of 25.32% of the total issued
share capital of our Company. The interests of our Single Largest Group of Shareholders may differ
from the interests of our other Shareholders. Our Single Largest Group of Shareholders could have
significant influence in determining the outcome of any corporate transaction or other matters
submitted to our Shareholders for approval. This concentration of ownership, as a result, may
discourage, delay or prevent a change in control of our Company, which could deprive our
Shareholders of an opportunity to receive a premium for their H Shares in a sale of our Company
or may reduce the market price of our H Shares. In addition, to the extent the interests of our Single
Largest Group of Shareholders conflict with the interest of our other Shareholders, the interests of
our other Shareholders may be disadvantaged or harmed.
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We cannot assure you that we will declare and distribute any amount of dividends in the future,
and you may have to rely on price appreciation of our H Shares for returns on your investment.
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 various factors including but not limited to our results of operations, cash flows
and financial condition, operating and capital expenditure requirements, market conditions, our
strategic plans and prospects for business development, regulatory restrictions on the payment of
dividends and other factors as our Board may deem relevant, and subject to the approval at
Shareholders’ meeting. For details, please refer to the section headed “Financial Information —
Dividends” in this Prospectus.
There can be no assurance of the accuracy or completeness of certain facts, forecasts and other
statistics obtained from various resources contained in this Prospectus.
Some facts, statistics, and data in this Prospectus are derived from official government sources
that we believe to be reliable and appropriate for such information. However, we cannot guarantee
the quality or reliability of such source materials. We have no reason to believe that such
information is false or misleading or that any fact has been omitted that would render such
information false or misleading. While our Directors have taken reasonable care in extracting and
reproducing the information, they have not been prepared or independently verified by us, the Joint
Sponsors, the Underwriters, the Single Largest Group of Shareholders, any of their or our
Company’s respective directors, officers or representatives, or any other person involved in the
Global Offering. Hence, none of them makes any representation as to the accuracy or completeness
of such facts, statistics, and data. In light of the possibly flawed or ineffective collection methods
or discrepancies between published information, market practice, and other problems, the statistics
in this Prospectus may be inaccurate or may not be comparable to statistics produced for other
publications or purposes and you should not place undue reliance on them.
Furthermore, there is no assurance that they are stated or compiled on the same basis or with
the same degree of accuracy as similar statistics presented elsewhere. In all cases, investors should
give consideration as to how much weight or importance they should attach to, or place on, such
information or statistics.
Y ou should read the entire prospectus carefully and should not rely on any information contained
in press articles or other media regarding us and the Global Offering.
We strongly caution you not to rely on any information contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this Prospectus, there may
be press and media coverage regarding us and the Global Offering. Such press and media coverage
may include references to certain information that does not appear in this Prospectus, including
certain operating and financial information and projections, valuations and other information. We
have not authorized the disclosure of any such information in the press or media and do not accept
any responsibility for any such press or media coverage or the accuracy or completeness of any such
information or publication. We make no representation as to the appropriateness, accuracy,
completeness or reliability of any such information or publication. We disclaim 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.
Forward-looking statements contained in this Prospectus are subject to risks and uncertainties.
This Prospectus contains certain statements and information that are forward-looking and uses
forward-looking terminology such as “anticipate,” “believe,” “could,” “going forward,” “intend,”
“plan,” “project,” “seek,” “expect,” “may,” “ought to,” “should,” “would” or “will” and similar
expressions. Y ou are cautioned that reliance on any forward-looking statement involves risks and
RISK FACTORS
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uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result,
the forward-looking statements based on those assumptions could also be incorrect. In light of these
and other risks and uncertainties, the inclusion of forward-looking statements in this Prospectus
should not be regarded as representations or warranties by us that our plans and objectives will be
achieved and these forward-looking statements should be considered in light of various important
factors, including those set forth in this section. Subject to the requirements of the Listing Rules,
we do not intend publicly to update or otherwise revise the forward-looking statements in this
Prospectus, whether as a result of new information, future events or otherwise. Accordingly, you
should not place undue reliance on any forward-looking information. All forward-looking
statements in this Prospectus are qualified by reference to this cautionary statement.
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DIRECTORS’ RESPONSIBILITY STATEMENT
This Prospectus, for which our Directors (including any proposed director who is named as
such in this Prospectus) collectively and individually accept full responsibility, includes particulars
given in compliance with the Listing Rules, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of
the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public
with regard to our Group. Our Directors (including any proposed Director who is named as such in
this Prospectus), 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 CSRC for the conversion of
certain Unlisted Shares into H Shares and 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 10,061,500 H Shares initially offered and the International Offering of
191,167,500 H Shares initially offered (subject, in each case, to re-allocation on the basis under the
section headed “Structure of the Global Offering” in this Prospectus). Details of the arrangements
relating to the Over-allotment Option and stabilization are set forth in 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. The International Offering is
managed by the Joint Bookrunners. The International Underwriting Agreement is expected to be
entered into on or about Monday, May 11, 2026. 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. For details of the arrangements relating
to the Over-allotment Option and stabilization, see “Structure of the Global Offering” in this
Prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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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.
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 Wednesday, May 13, 2026. The Shares will be traded in board lots of 500 Shares each. The
stock code of the H Shares will be 7666.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, (i) the H
Shares to be issued pursuant to the Global Offering (including any H Shares which may be issued
pursuant to the exercise of the Over-allotment Option), (ii) the H Shares to be converted from the
Unlisted Shares (as adjusted by the Share Subdivision) and (iii) the additional Shares may be issued
under the Employee Incentive Schemes. We satisfy the requirements under Rule 18C.03 of the
Listing Rules (as modified by the Joint Announcement for Specialist Technology Companies and
De-SPAC Transactions) as a Pre-Commercial Company (as defined in the Listing Rules) with
reference to our expected market capitalization at the time of Listing, which exceeds HK$8 billion
based on the Offer Price.
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.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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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 (including any
H Shares which may be issued pursuant to the exercise of the Over-allotment Option) 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 settlement day after any trading day. All activities under CCASS are subject
to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made for 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.
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for conversion of 851,697,111 Unlisted Shares (as adjusted by the
Share Subdivision) held by the existing Shareholders into H Shares. See “History, Development and
Corporate Structure” and “Share Capital” for details of our existing Shareholders and their
respective interests in our Company and relevant procedures for the conversion of Unlisted Shares
into H Shares. Such H Shares to be converted from Unlisted Shares are restricted from trading for
a period of one year after the Listing.
The relevant filing procedure in relation to the conversion of Unlisted Shares into H Shares
has been completed.
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.”
COMPLIANCE WITH LISTING RULES
We will comply with applicable laws and regulations in Hong Kong (including the Listing
Rules) and any other undertakings which have been given in favor of the Hong Kong Stock
Exchange from time to time. If the Stock Exchange finds that there has been a breach by us of the
Listing Rules or such other undertakings which may have been given by us in favor of the Hong
Kong Stock Exchange from time to time, the Stock Exchange may instigate cancellation or
disciplinary proceedings in accordance with the Listing Rules.
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, Computershare Hong Kong 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.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars in
respect of the H Shares will be paid to the Shareholders as recorded on the H Share register of
members of our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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According to the China Securities Depository and Clearing Corporation Limited Shenzhen
Branch’s Guide to the Program for “Full Circulation” of H Shares (ப΂
ʮ̡ଉέʱʮ̡Hٰ“ஷ”‘) promulgated by the CSDC’s Shenzhen Branch on
September 20, 2024 effective as of September 23, 2024, cash dividends to domestic investors of
H-share “full circulation” shall be distributed through CSDC.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, 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, 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 to HK$7.8340, HK$1.00 to RMB0.8754, and US$1.00 to
RMB6.8579. No estimation is made that any amounts in HK$, RMB and US$ can be or could have
been converted at the relevant dates at the above rates or any other rates at all.
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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In preparation for the Global Offering, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules:
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient management
presence in Hong Kong. This normally means that at least two of our executive Directors must be
ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the
requirement in Rule 8.12 of the Listing Rules may be waived by having regard to, among other
considerations, our arrangements for maintaining regular communication with the Hong Kong Stock
Exchange.
Our headquarters are based, and most of the business operations of our Company and our
subsidiaries are managed and conducted in the PRC. Due to the business requirements of our Group,
none of the executive Directors has been, is or will be based in Hong Kong. We consider it
practically difficult and commercially unreasonable for us to arrange for two executive Directors to
be ordinarily resident in Hong Kong, either by means of relocation of existing executive Directors
or appointment of additional executive Directors. Therefore, our Company does not have, and does
not contemplate in the foreseeable future that we will have sufficient management presence in Hong
Kong for the purpose of satisfying the requirements under Rules 8.12 of the Listing Rules.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Hong Kong
Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver from strict
compliance with Rule 8.12 and Rule 19A.15 of the Listing Rules subject to the following
conditions:
1. We have appointed Dr. Tsai-Ta Lai ( ፠ʑ༺) and Ms. Cheng Y uk Ting ( ቍ͗ణ)a so u r
authorized representatives (“ Authorized Representatives ”) pursuant to Rules 3.05 of
the Listing Rules. The Authorized Representatives will act as our Company’s principal
channel of communication with the Hong Kong Stock Exchange. The Authorized
Representatives will be readily contactable by phone, facsimile and email to promptly
deal with enquiries from the Hong Kong Stock Exchange, and will also be available to
meet with the Hong Kong Stock Exchange to discuss any matter within a reasonable
period of time upon request of the Hong Kong Stock Exchange;
2. When the Hong Kong Stock Exchange wishes to contact our Directors on any matter,
each of the Authorized Representatives will have all necessary means to contact all of
our Directors (including our independent non-executive Directors) and senior
management team promptly at all times. Our Company will also inform the Hong Kong
Stock Exchange promptly in respect of any changes in the authorized representatives.
We have provided the Hong Kong Stock Exchange with the contact details (such as
mobile phone number, office phone number, email address and fax number (if
applicable)) of all Directors to facilitate communication with the Hong Kong Stock
Exchange;
3. All Directors who do not ordinarily reside in Hong Kong possess or can apply for valid
travel documents to visit Hong Kong and can meet with the Hong Kong Stock Exchange
within a reasonable period;
4. We have appointed Rainbow Capital (HK) Limited as our compliance advisor (the
“Compliance Advisor ”) upon Listing pursuant to Rule 3A.19 of the Listing Rules for
a period commencing on the Listing Date and ending on the date on which we comply
with Rule 13.46 of the Listing Rules in respect of our financial results for the first full
financial year commencing after the Listing Date. The Compliance Advisor will have
access at all times to our Authorized Representatives, our Directors and our senior
management as prescribed by Rule 3A.23 of the Listing Rules, who will act as the
additional channel of communication with the Hong Kong Stock Exchange when the
Authorized Representatives are not available; and
W AIVERS
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5. We have provided the Hong Kong Stock Exchange with the names, mobile phone
numbers, office phone numbers, fax numbers and email addresses of at least two of the
Compliance Advisor’s officers who will act as our Compliance Advisor’s contact
persons between the Hong Kong Stock Exchange and our Company.
W AIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARY
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary
who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the
opinion of the Hong Kong Stock Exchange, capable of discharging the functions of the company
secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the Hong Kong Stock Exchange
considers the following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of
the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Hong Kong 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 Dr. Alan Fu (“ Dr. Fu ”) as one of our joint company secretaries.
Dr. Fu has extensive experience in management of finance, investments and capital market activities
and is familiar with the day-to-day operations of the Group but presently does not possess any of
the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely
fulfill the requirements of the Listing Rules. Therefore, we have appointed Ms. Cheng Y uk Ting ( ቍ
͗ణ)( /H11033Ms. Cheng /H11033), an associate member of both The Hong Kong Chartered Governance Institute
and The Chartered Governance Institute in the United Kingdom, who fully meets the requirements
stipulated under Rules 3.28 and 8.17 of the Listing Rules to act as the other joint company secretary
and to provide assistance to Dr. Fu for an initial period of three years from the Listing Date to
enable Dr. Fu 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.
Since Dr. Fu does not possess the formal qualifications required of a company secretary under
Rule 3.28 of the Listing Rules, we have applied to the Hong Kong Stock Exchange for, and the
Hong Kong 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 Dr. Fu may be appointed as a joint
company secretary of our Company. Pursuant to paragraph 13 of Chapter 3.10 under the Guide for
New Listing Applicants, the waiver will be for a fixed period of time (“ Waiver Period ”) and on the
following conditions: (i) the proposed company secretary must be assisted by a person who
possesses the qualifications or experience as required under Rule 3.28 (“ Qualified Person ”) and is
appointed as a joint company secretary throughout the Waiver Period; and (ii) the waiver can be
revoked if there are material breaches of the Listing Rules by the issuer. The waiver is valid for an
initial period of three years from the Listing Date, and is granted on the condition that Ms. Cheng
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will work closely with Dr. Fu to jointly discharge the duties and responsibilities as company
secretary and assist Dr. Fu in acquiring the relevant experience as required under Rules 3.28 and
8.17 of the Listing Rules. Ms. Cheng will also assist Dr. Fu 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. Cheng is expected to work closely with Dr. Fu
and will maintain regular contact with Dr. Fu, the Directors and the senior management of our
Company. The waiver will be revoked immediately if Ms. Cheng ceases to provide assistance to Dr.
Fu as a joint company secretary for the three-year period after the Listing or where there are
material breaches of the Listing Rules by our Company. In addition, Dr. Fu will comply with the
annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance his
knowledge of the Listing Rules during the three-year period from the Listing. Dr. Fu will also be
assisted by (a) Compliance Advisor of our Company, particularly in relation to compliance with the
Listing Rules; and (b) the Hong Kong legal advisors of our Company, on matters concerning our
Company’s ongoing compliance with the Listing Rules and the applicable laws and regulations.
Before the expiration of the initial three-year period, the qualifications of Dr. Fu will be
re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of the
Listing Rules can be satisfied and whether the need for ongoing assistance will continue. We will
liaise with the Hong Kong Stock Exchange to enable it to assess whether Dr. Fu, having benefited
from the assistance of Ms. Cheng 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.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF OFFER SHARES BY
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 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 further described in the section headed “Cornerstone Investors” in this Prospectus, China
Asset Management (Hong Kong) Limited (“ China AMC (HK) ”) has entered into cornerstone
investment agreements with the Company, the Joint Sponsors, and the Overall Coordinators to
subscribe for the Offer Shares and will hold the beneficial interest of the Offer Shares on a
discretionary basis on behalf of independent third parties. CLSA Limited, one of the Overall
Coordinators and Underwriters of the Global Offering, is an indirect wholly-owned subsidiary of
CITIC Securities Company Limited. China AMC (HK) is a member of the same group of companies
as CLSA Limited and therefore is a “connected client” of CLSA Limited for the purpose of
paragraph 1B of Appendix F1 to the Listing Rules.
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 China AMC (HK) to participate in the Global
Offering as a Cornerstone Investor on the following basis and conditions as set out in Paragraph 5
of Chapter 4.15 of the Guide:
(a) any Offer Shares to be allocated to China AMC (HK) will be held on behalf of
independent third parties; (b) CLSA Limited has not participated, and will not
participate, in the decision-making process or relevant discussions among the Company,
the Underwriters and the Overall Coordinators as to whether Offer Shares will be
allocated to China AMC (HK);
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(b) no preferential treatment has been, nor will be, given to China AMC (HK) by virtue of
their relationship with CLSA Limited in any allocation of Offer Shares in the
International Offering other than the assured entitlement under the relevant cornerstone
investment agreements and that the cornerstone investment agreement of China AMC
(HK) does not contain any material terms which are more favorable to them than those
in the other cornerstone investment agreements;
(c) China AMC (HK) confirms that to the best of its knowledge and belief, it has not
received and will not receive any preferential treatment in the Global Offering allocation
as a cornerstone investor by virtue of their relationship with CLSA Limited, other than
the preferential treatment of assured entitlement under the cornerstone investments;
(d) each of the Company, the Overall Coordinators, China AMC (HK) and CLSA Limited
has provided the Stock Exchange with written confirmations in accordance with Chapter
4.15 of the Guide; and
(e) details of the cornerstone investments and details of the allocations will be disclosed in
this Prospectus and the allotment results announcement of our Company.
For further information about the relevant cornerstone investments, please refer to the section
headed “Cornerstone Investors” in this Prospectus.
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DIRECTORS
Name Address Nationality
Executive Directors
Dr. Tsai-Ta Lai ( ፠ʑ༺) 1-502, Building 4
North District V anke Ruyuan
Y ongfeng Road
Haidian District
Beijing, PRC
Chinese
Dr. Hongming Chen 16 Birch Hill Road
Belmont MA 02478
United States
American
Dr. Wenshou Wang (࠯No. 6 Gutang Road,
Binjiang District
Hangzhou, Zhejiang, PRC
Chinese
Non-Executive Directors
Mr. Hantao Huang ( රᖍᏹ) No. 31, Xisibeiqitiao
Xicheng District
Beijing, PRC
Chinese
Ms. Y uan Gong ( ʮʩ) Building 1
No. 6 Huanhua North Road
Qingyang District
Chengdu, Sichuan, PRC
Chinese
Independent Non-Executive Directors
Mr. Frank Y ee Chon Lyn
(΀)
Apt 22B, Altamira
No. 18 Po Shan Road
Mid-Levels, Hong Kong
Chinese
Dr. Jin Li (ࣜFlat 19A, Blk 1
25 Sha Wan Drive
Pokfulam, Hong Kong
American
Dr. Peter Edward Lobie Stage 2, Building 6
Apartment 1901, DianLi
HuaY uan Chuangye Road
Nanshan, Shenzhen
Guangdong, PRC
Australian
For details with respect to our Directors, see the section headed “Directors and Senior
Management” in this Prospectus.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors Jefferies Hong Kong Limited
26/F, Two International Finance Centre
8 Finance Street, Central, Hong Kong
Deutsche Securities Asia Limited
60/F International Commerce Centre
1 Austin Road West, Kowloon, Hong Kong
CITIC Securities (Hong Kong) Limited
18/F, Pacific Place, 88 Queensway, Hong
Kong
Sponsor-Overall Coordinators Jefferies Hong Kong Limited
26/F, Two International Finance Centre
8 Finance Street, Central, Hong Kong
Deutsche Bank AG, Hong Kong Branch
60/F International Commerce Centre
1 Austin Road West, Kowloon, Hong Kong
CLSA Limited
18/F, Pacific Place
88 Queensway, Hong Kong
Overall Coordinators,
Joint Global Coordinators,
Joint Bookrunners,
Joint Lead Managers and
Capital Market Intermediaries
Jefferies Hong Kong Limited
26/F, Two International Finance Centre
8 Finance Street, Central, Hong Kong
Deutsche Bank AG, Hong Kong Branch
60/F International Commerce Centre
1 Austin Road West, Kowloon, Hong Kong
CLSA Limited
18/F, Pacific Place
88 Queensway, Hong Kong
CMB International Capital Limited
45th Floor, Champion Tower
3 Garden Road
Central, Hong Kong
Joint Bookrunner, Joint Lead Manager
and Capital Market Intermediary
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
95 Queensway, Admiralty, Hong Kong
Legal Advisors to our Company As to Hong Kong law and United States law
Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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As to PRC law
Han Kun Law Offices
9/F, Office Tower Cl, Oriental Plaza
1 East Chang An Ave.
Dongcheng District
Beijing
PRC
Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong law and United States law
O’Melveny & Myers
31/F, AIA Central
1 Connaught Road Central
Hong Kong
As to PRC law
Commerce & Finance Law Offices
12-15/F, China World Office 2
No. 1 Jianguomenwai Avenue
Chaoyang District
Beijing
PRC
Reporting Accountant and Independent
Auditor
PricewaterhouseCoopers
Certified Public Accountants
Registered Public Interest Entity Auditor
22/F Prince’s Building
Central
Hong Kong
Industry Consultant Frost & Sullivan Limited
Suite 3006, Two Exchange Square
8 Connaught Place, Central
Hong Kong
Compliance Advisor Rainbow Capital (HK) Limited
Office No. 710, 7/F
Wing On House
71 Des V oeux Road Central
Central, Hong Kong
Property Valuer Jones Lang LaSalle Corporate Appraisal
and Advisory Limited
7th Floor, One Taikoo Place
979 King’s Road, Hong Kong
Receiving Bank CMB Wing Lung Bank Limited
14/F, CMB Wing Lung Bank Building
45 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office, Headquarters
and Principal Place of Business
in the PRC
Room 201, 2/F, Building 13
No. 21 Tianhe West Road
Daxing Biomedical Industry Base
Zhongguancun Science Park
Daxing District, Beijing, PRC
Principal Place of Business in
Hong Kong
Room 1920, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay, Hong Kong
Company’s Website www.metistechbio.com
(The information contained in this website does not form
part of this Prospectus )
Joint Company Secretaries Dr. Chong Fu ( ˹ᶲ)
Room 201, 2/F, Building 13
No. 21 Tianhe West Road
Daxing Biomedical Industry Base
Zhongguancun Science Park
Daxing District, Beijing, PRC
Ms. Cheng Y uk Ting ( ቍ͗ణ)
Room 1920, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay, Hong Kong
Authorized Representatives Dr. Tsai-Ta Lai ( ፠ʑ༺)
Room 201, 2/F, Building 13
No. 21 Tianhe West Road
Daxing Biomedical Industry Base
Zhongguancun Science Park
Daxing District, Beijing, PRC
Ms. Cheng Y uk Ting ( ቍ͗ణ)
Room 1920, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay, Hong Kong
Audit Committee Mr. Frank Y ee Chon Lyn (΀)( Chairman )
Dr. Jin Li (ࣜ)
Dr. Peter Edward Lobie
Remuneration and Appraisal
Committee
Dr. Jin Li (ࣜ()Chairman )
Mr. Frank Y ee Chon Lyn (΀)
Dr. Tsai-Ta Lai ( ፠ʑ༺)
Nomination Committee Dr. Peter Edward Lobie ( Chairman )
Dr. Hongming Chen
Dr. Jin Li (ࣜ)
H Share Registrar Computershare Hong Kong Investor Services Limited
Shop 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East, Wan Chai, Hong Kong
Principal Bank(s) China Merchants Bank Beijing Daxing Branch
Building 1, No. 5 Jinxing West Road
Daxing District, Beijing, PRC
CORPORATE INFORMATION
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The information and statistics set out in this section and other sections of this
Prospectus were extracted from different official government publications, available sources
from public market research and other sources from independent suppliers, and from the
independent industry report prepared by Frost & Sullivan. We engaged Frost & Sullivan to
prepare the Frost & Sullivan Report, an independent industry report, in connection with the
Global Offering. The information and statistics 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, any of the Underwriters or
Capital Market Intermediaries, any of their respective directors and advisers, or any other
persons or parties involved in the Global Offering, and no representation is given as to its
accuracy. Accordingly, the information from official government sources contained herein
may not be accurate and should not be unduly relied upon.
AI-EMPOWERED NANOTECHNOLOGY-BASED DRUG DEVELOPMENT
Applications of AI in Pharmaceutical Industry
AI is increasingly applied across various stages of drug research and development. In small
molecule drug discovery, AI accelerates hit identification, lead optimization, and ADMET
prediction. In the development of nucleic acid drugs, AI supports sequence design, off-target
analysis, and delivery system optimization. For gene therapies, AI contributes to vector design,
patient stratification, and outcome modeling. As AI technologies continue to evolve, their
integration into pharmaceutical R&D pipelines is expected to drive significant improvements in
efficiency, precision, and innovation.
Other than the general business permits and licenses that are ordinarily required for
conducting business in the PRC, companies are not subject to any special regulatory licenses, or
permits in connection with the provision of its AI solutions for research and development, or the
performance of AI-enabled research services under collaboration agreements with partners. With
respect to drug assets, however, approval from the relevant regulatory authorities, such as the
NMPA, is required prior to the commencement of any clinical trials involving human subjects.
Global AI-empowered Pharmaceutical R&D Spending
The global AI-empowered pharmaceutical R&D spending market has experienced steady
growth. From 2020 to 2024, the global AI-empowered pharmaceutical R&D spending has increased
from US$5.4 billion to US$13.7 billion, representing a CAGR of 26.1%. Furthermore, the rapid
increase in global AI-empowered pharmaceutical R&D spending will continue in the near future,
the expense is forecasted to reach US$123.9 billion by 2035, representing a CAGR of 22.2% from
2024 to 2035.
Key Benefits of AI in Drug R&D
 Accelerated Discovery and Development Timelines : AI dramatically shortens drug
development cycles by replacing slow, trial-and-error processes with high-throughput virtual
screening and automated synthesis. Traditional drug discovery can take 4-6 years to identify
a preclinical candidate, requiring the synthesis of ~5,000 compounds. In contrast, AI-
empowered pipelines can screen billions of molecules in silico and synthesize only a few
hundred, reducing this phase to just 2-3 years and compressing the total R&D timeline by up
to 70-90% in drug discovery and 50-80% in preclinical studies.
 Enhanced Probability of Success (PoS) : AI improves the quality of drug candidates by
optimizing their physicochemical and pharmacological properties early in the pipeline. This
leads to a higher likelihood of candidates progressing through lead optimization and clinical
development. For example, AI boosts the accuracy of toxicity prediction to 75%, protein
folding prediction to 84%, and compound classification to 92%, which in turn contributes to
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reducing downstream attrition rates. AI-discovered molecules have demonstrated materially
higher clinical success rates at early stages, with observed Phase I success rates of
approximately 80-90%, compared to historical industry averages of approximately 40% to
55-65%, and observed Phase II success rates of approximately 40%, broadly in line with
historical averages of approximately 30-40%. As a result, when assessed across the entire drug
development cycle from Phase I through approval, the estimated overall probability of success
increases from approximately 5-10% under conventional drug discovery approaches to
approximately 9-18% for AI-discovered molecules, representing an absolute increase of
approximately 4-8 percentage points and a relative improvement of approximately 80-100%,
indicating a near-doubling of end-to-end R&D productivity.
 Substantial Cost Savings : By reducing the need for redundant synthesis and enabling more
targeted experimentation, AI can lower R&D costs significantly. In first-in-class drug
programs, AI can save up to US$26 billion in drug discovery and US$28 billion in clinical
research which in total save up to US$54 billion for pharmaceutical companies. This
efficiency helps pharmaceutical companies reallocate resources more effectively and bring
more products to market with less capital.
 Integrated, Expert-Guided Development Workflow : The “Design-Make-Test-Analyze” cycle
powered by AI allows for seamless integration of human expertise and computational
intelligence. AI not only generates drug-like compounds using generative algorithms but also
automates synthesis and evaluation. This closed-loop framework accelerates iteration, reduces
human error, and fosters a synergistic approach to drug innovation.
 Improved Precision and Personalization in Drug Development : AI supports precision
medicine by integrating genomic data, scientific literature, and clinical insights to predict
optimal drug targets and therapeutic regimens. It facilitates real-time learning from
experimental feedback, refines drug designs continuously, and enables highly targeted,
personalized treatment strategies, particularly in complex diseases such as cancer.
Major Costs Associated with AI-enabled Drug Discovery and Development
Major costs associated with AI-enabled drug discovery and development through platform
typically relate to ongoing research and development activities aimed at enhancing the company’s
core technologies, software frameworks, and data infrastructure. These expenses mainly include
personnel costs for research scientists, data engineers, and software developers; laboratory
consumables and testing materials; and costs for maintaining and upgrading laboratory and
analytical facilities.
Companies in this segment also incur expenditures related to computational resources,
including both in-house computing systems and third-party cloud computing services, which
support data processing, model training, and system optimization. In addition, ongoing costs may
arise from database management, cybersecurity, and platform maintenance to ensure the reliability
and scalability of the technology infrastructure.
Competitive Landscape of Leading AI-empowered Drug Discovery Companies
The AI drug discovery market is highly dynamic, featuring a diverse mix of startups,
biotechnology companies, and major pharmaceutical firms leveraging AI-driven innovations. The
table below compares the leading global AI pharmaceutical companies. Among these, METiS
distinguishes itself through its AI platform’s unique focus on nanomaterial discovery, drug
formulation, LNP generation and development, and RNA design.
Notably, METiS’ most advanced drug candidate MTS-004 — developed using proprietary
AI-driven formulation technology — reduced preclinical formulation timelines from approximately
one to two years to less than three months. For the avoidance of doubt, MTS-004 does not contain
nanomaterials-based delivery systems such as LNPs but its formulation still involves interactions
at a nanoscale level between the active pharmaceutical ingredients and other drug components.
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Company AI Application Laboratories Clinical
Pipeline AI Technology Focus Areas
Number of Drug
Candidate
Licensed Out
METiS
Formulation Optimization (Solubility
and Permeability Prediction, Delivery
System Prediction, etc.), mRNA Design
(AI-driven mRNA Sequence Design,
Organ Targeting UTR Generation,
mRNA Property prediction, etc.)
LNP Design (LNP Generation, Lipid
and LNP Property Prediction, etc.)
Both Dry and
Wet-lab
1 Pre-NDA
1 Ph1
2 IITs
Generative AI/
Machine Learning/
Deep Learning
CNS, Oncology,
Immunology,
Metabolic
1
Recursion
Target Discovery & Validation,
Molecule Generation, Design and
Predict Clinical Trials
Both Dry and
Wet-lab
2 Ph1/2
3 Ph1
Machine Learning/
Deep Learning
Oncology,
Inflammation and
immunology, Rare
diseases
0
Insilico
Medicine
Target Discovery & Validation,
Molecule Generation, Design and
Predict Clinical Trials
Smart Laboratory
& Wet-lab
2 Ph2
8 Ph1
Generative AI/
Machine Learning/
Deep Learning
Fibrosis, Oncology,
Immunology,
Vascular & Metabolic
7
Relay Target Discovery & Validation,
Molecule Generation
No Publicly
Available
Information
1 NDA
1 Ph3
1 Ph1
Machine Learning/
Deep Learning Oncology 2
XtalPi Drug and Material Science R&D,
Solid-state R&D, Automated Lab
Both Dry and
Wet-lab 1 IND Approval
Generative AI/
Machine Learning/
Deep Learning
Oncology, Neurology,
Respirology, and
Inflammatory
diseases
0
AbCellera Molecule Generation Both Dry and
Wet-lab
1 Ph1/2
2 Ph1 Machine Learning
Endocrine system
diseases, Metabolic
diseases and
Immunology disease
1
Source: Company Website, Frost & Sullivan Analysis
Drivers for AI Development in Drug Discovery
The pharmaceutical industry is undergoing a paradigm shift, with artificial intelligence
rapidly transitioning from an experimental tool to a core driver of R&D productivity. AstraZeneca
serves as a compelling example. The company has embedded AI across its discovery pipeline
through a multi-pronged strategy. In June 2025, AstraZeneca entered into a collaboration with
CSPC Pharmaceutical Group, leveraging CSPC’s AI-powered drug discovery platform to develop
novel therapeutics, with the deal valued at up to US$5.22 billion including a US$110 million
upfront payment. More recently, in January 2026, AstraZeneca announced the acquisition of
Modella AI, a biomedical AI company, integrating its generative AI and agentic platform into the
company’s global oncology R&D framework. Across the industry, this momentum reflects a clear
and accelerating trend — AI is no longer an adjunct to drug development but is becoming an
indispensable force, accelerating target identification, optimizing molecule design, and reshaping
how the industry transforms scientific insight into life-saving therapies.
Overview of Nanotechnology-based Drug
Definition of Nanotechnology
Nanotechnology refers to the design, characterization, and application of materials and
systems with at least one dimension in the range of 1 to 100 nanometers (nm). A nanometer — equal
to one billionth of a meter (10
-9 m) — is the scale at which unique physical, chemical, and
biological properties begin to emerge.
In human medicine, nanotechnology has been widely applied in areas such as oncology,
cardiovascular diseases and infectious diseases, with over 90 nanomedicines approved by the FDA
and EMA, including nano-carrier systems such as lipid nanoparticles, liposomes and nanocrystals
that enable mRNA-based therapies, including COVID-19 vaccines. In animal health,
nanotechnology is being used to enhance animal health, production and product quality, with
applications ranging from disease-resistant feed additives to nano-vaccines that reduce
antimicrobial use, as highlighted by the USDA and NIFA. In addition, nano-carriers such as
liposomes, polymeric structures and carbon-based nanomaterials are under clinical investigation for
targeted cancer therapy, atherosclerosis treatment and regenerative medicine applications.
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Development Pathway of Nanotechnology in Drug Development
In the pharmaceutical domain, the application of nanotechnology has evolved along a clear
development trajectory. Initially, nanomaterials such as microspheres and nano-micelles were
employed to improve the dosage forms of existing compounds, enhancing solubility and release
profiles. This was followed by the adoption of LNPs and GalNAc-conjugated systems, which played
a pivotal role in advancing nucleic acid-based therapies including mRNA and siRNA drugs. The
field has since progressed toward the design of entirely novel delivery systems that enable precise
targeting and controlled release of innovative drug modalities. Looking ahead, nanotechnology is
expected to play a central role in overcoming longstanding challenges associated with undruggable
targets and previously inaccessible organs, offering new therapeutic possibilities across virtually all
disease areas.
Key Benefits of Nanotechnological Application
The application of nanotechnology in drug development offers a range of compelling
advantages that address critical limitations of conventional pharmaceutical approaches. These
include enabling sustained and long-term drug release, which improves therapeutic adherence and
reduces dosing frequency; facilitating precise and targeted delivery of structurally unstable or
sensitive molecules, thereby enhancing bioavailability and minimizing systemic exposure; and
significantly improving overall treatment efficacy and safety profiles. Moreover, nanotechnology
plays an increasingly vital role in addressing previously “undruggable” targets — such as
intracellular proteins or non-enzymatic pathways — and enabling delivery to “undeliverable”
organs, including the brain and heart, thereby unlocking new frontiers in disease treatment.
NANOTECHNOLOGY APPLICATIONS IN HUMAN THERAPEUTICS
Overview of Different Drug Types
Modern therapeutics span a broad spectrum, from traditional small molecules to advanced
biologics, genetic medicines, and cell therapies. While small molecules remain foundational, newer
modalities like mRNA, siRNA, and engineered antibodies offer greater precision and expanded
therapeutic potential. Innovations in delivery technologies — such as lipid nanoparticles and viral
vectors — are enhancing tissue targeting, stability, and clinical outcomes, enabling a new
generation of targeted and durable treatments.
Global Pharmaceutical Market Segmentation: Nanotechnology-based vs. Conventional Drugs
The global nanotechnology-based drug market has demonstrated steady growth, expanding
from US$187.5 billion in 2020 to US$222.0 billion in 2024, reflecting a CAGR of 4.3% during that
period. Looking forward, the market is projected to accelerate significantly, reaching US$585.4
billion by 2035, with an estimated CAGR of 9.2% from 2024 to 2035. This growth underscores the
increasing adoption of nanotechnology across a broad range of therapeutic areas and its critical role
in drug development. The following chart illustrate global pharmaceutical drug market, broken
down by nano-based drug and non-nano-based drug segments with periods indicated.
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Global Pharmaceutical Drug Market, Breakdown by Nano-based Drug
and Non Nano-Based Drug, 2020-2035E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E
1,298.8 1,401.2 1,495.1 1,472.3 1,542.0 1,610.0 1,685.5 1,772.2 1,862.3 1,957.9 2,063.9
2,176.2
2,291.9
2,406.4
2,526.9
2,649.3
1,111.31,111.3 1,147.71,147.7 1,234.51,234.5 1,252.71,252.7 1,320.01,320.0 1,379.81,379.8 1,439.81,439.8 1,507.21,507.2 1,576.81,576.8 1,649.41,649.4 1,729.41,729.4 1,812.61,812.6 1,890.71,890.7 1,958.31,958.3 2,020.62,020.6 2,063.92,063.9
187.5187.5 253.5253.5 260.6260.6 219.6219.6 222.0222.0 230.2230.2 245.7245.7 265.0265.0 285.5285.5 308.5308.5 334.5334.5 363.6363.6 401.2401.2 448.1448.1 506.3506.3 585.4585.4
14.4%
18.1% 17.4%
14.9% 14.4% 14.3% 14.6% 15.0% 15.3% 15.8% 16.2% 16.7%
17.5%
18.6%
20.0%
22.1%
Period
CAGR
Nano-based Non Nano-based Global
Pharmaceutical
2020-2024
2024-2035E
4.3%
9.2%
4.4%
4.1%
4.4%
5.0%Billion USD
Global Nano-Based Drug Market Global Non Nano-Based Drug Market
Nano-Based Drug % of Global Pharmaceutical Market
Source: Frost & Sullivan Analysis
The decline in the global nano-based drug market from 2021 to 2024 can be attributed to the
limited variety of nano-based drugs available during those years, primarily liposomes and nucleic
acid drugs. In 2023, there was a notable decline in sales. However, the market is projected to
increase thereafter due to the advent of AI-driven nano-based drug development. New products
resulting from this innovation can target major organs more precisely, offering enhanced therapeutic
efficacy and broader clinical applications in the future.
Competitive Landscape of Nanotechnology-based Drug Delivery Companies
In the rapidly evolving field of nanotechnology-based drug delivery, a select group of global
innovators are shaping the future of precision medicine. In the field of nano-based drug delivery,
Alnylam, Moderna, and BioNTech are the global leaders. While Alnylam leads in RNAi
therapeutics using LNPs and N-Acetylgalactosamine (GalNAc), Moderna and BioNTech are at the
forefront of mRNA-LNP delivery, particularly in vaccines and oncology.
METiS is a newcomer in the nanotechnology-based drug delivery field. Unlike established
global players, METiS has integrated artificial intelligence into every stage of its nanomaterial
generation, identification, and optimization from the outset. Its proprietary AI platform, AiLNP , is
the first and only AI-driven lipid nanoparticle (LNP) platform capable of using a lipid language
model to predict lipid and LNP properties.
METiS’s technologies enable targeted delivery across multiple organs and tissues, including
the liver, lungs, spleen, and muscles. The Company currently maintains over 10 on-going product
development pipelines, covering both RNA therapeutics and small-molecule drugs. Supported by
both dry and wet lab infrastructure, METiS has built a comprehensive lipid library of over 10
million lipids, including approximately 2,000 lipids with in vivo animal data, over 10,000
formulations, and more than 100,000 wet-lab data points, forming a robust data foundation for
continuous AI model refinement and nanomaterial innovation.
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The following table illustrates competitive landscape of global nanotechnology-based drug
development companies:
Company AI Platform Targeting Org ans Pipeline Laboratory Lipid Library
Number of
Clinical Nano-
Based Pipeline
Drug
Number of
Nano Based-
Drug
Candidate
Licensed Out
AiLNP is first and only
AI-driven LNP platform
which can use lipid
language model to
predict Lipid and LNP
property
Achieving targeted
delivery to multiple
organs and tissues
such as the liver,
lungs, spleen, and
muscles
Currently, there are
over 10 ongoing
pipeline product,
including RNA drugs
and small molecule
new drugs
Both dry and
wet lab
10M lipid
library, ~2,000
lipids with
animal data,
>10,000
formulations,
>100,000 wet-
lab data points
31
Undisclosed
Mainly delivery to
the liver and
discovered the
world’s first five
RNAi therapeutics
6 approved RNAi
drugs. Over 20 clinical
programs; Over 10 in
late stages; Over 4
INDs per year
Both dry and
wet lab Undisclosed 2 1
The company has
partnered with OpenAI
since early 2023.
Moderna's mRNA-
LNP delivery system
can target inhalation,
intramuscular,
intratumoral and liver
Over 35 ongoing
clinical trials
Both dry and
wet lab Undisclosed Over 35 1
Undisclosed Undisclosed Over 10 ongoing
clinical trials
Both dry and
wet lab Undisclosed Over 10 3
Source: Company Website, Frost & Sullivan Analysis
Growth Drivers of the Nanotechnology-based Drug Market
The global regulatory and policy environment has become increasingly supportive of
nanotechnology-based therapeutics, with authorities such as the U.S. Food and Drug Administration
and the European Medicines Agency establishing dedicated regulatory pathways that may include
accelerated approval, orphan drug designation and fast-track review for nanoformulated drugs
targeting serious or life-threatening diseases. In China, nanotechnology has been identified as a
strategic priority under the 14th Five-Y ear Plan for the Pharmaceutical Industry and the National
Key R&D Program, which emphasize complex formulation technologies such as microspheres,
liposomes and nano-formulations and provide sustained policy and funding support. In parallel,
significant unmet clinical needs remain in areas where conventional therapies are constrained by
low bioavailability, poor stability, off-target toxicity or limited ability to cross biological barriers,
and nanotechnology-based delivery systems offer improved pharmacokinetics and
pharmacodynamics through targeted delivery and controlled release. Continued technological
innovation, including the increasing use of AI-based approaches to accelerate nanocarrier design
and optimization and the maturation of lipid nanoparticles as versatile delivery platforms for
diverse payloads and organ-specific targeting, is further supporting market expansion and improved
therapeutic outcomes.
Development Trends of Nanotechnology-based Drug Market
The integration of AI with high-throughput microfluidics and closed-loop
Design–Build–Test–Learn (DBTL) frameworks is significantly accelerating ionizable lipid and
LNP development, reducing design timelines from months to weeks and enabling rapid generation
and optimization of large formulation libraries. In parallel, advances in real-time sensing and
imaging technologies are supporting continuous in vivo monitoring of drug behavior, enabling more
precise, feedback-driven therapeutic design and faster clinical translation of nanodrugs. At the same
time, innovation in nanotechnology-based drug delivery increasingly relies on interdisciplinary
integration across chemistry, physics, engineering and AI to create closed-loop systems linking
intelligent materials, digital modeling and patient-derived data, supporting targeted release,
multimodal imaging and biomimetic delivery strategies for complex diseases such as central
nervous system disorders. These advances are further reinforced by progress in scalable and
sustainable manufacturing approaches, including continuous manufacturing and green chemistry,
which improve cost efficiency and support broader adoption of precision nanomedicine.
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Entry Barriers of AI-empowered Nanotechnology-based Drug Development
Targeting organs beyond the liver presents a major challenge. The development of effective
targeting ligands and delivery systems that can navigate complex biological environments and
deliver drugs specifically to non-liver organs is still in its nascent stages, making it difficult for new
entrants to break into the market.
Application of AI in Nanotechnology-based Drug Development
Challenges in Nanotechnology-based Drug Development
Nanotechnology-based drug delivery platforms, particularly LNP systems, face considerable
development hurdles. The formulation of LNPs often requires precise tuning of multiple
components — such as ionizable lipids, phospholipids, and cholesterol — which directly affect
delivery efficiency, organ targeting, and stability. For example, designing ionizable lipids with
organ-specific tropism, like lung or muscle targeting, remains a technically demanding task.
Additionally, achieving consistent particle size and encapsulation efficiency, particularly through
microfluidic processes, is critical to ensure batch-to-batch uniformity and reduce clinical
variability. These challenges are compounded when scaling from lab to industrial manufacturing,
where tolerances for formulation imprecision are extremely narrow.
Necessity of AI Empowerment
Given these complexities, the application of AI is increasingly viewed as indispensable in the
development of nanotechnology-based drug delivery systems. AI models can be trained to predict
interactions between active pharmaceutical ingredients (APIs) and their LNP carriers, which are
otherwise difficult to observe experimentally. Furthermore, AI facilitates rapid, in silico screening
of numerous LNP structural permutations — such as modifications in the N/P ratio — to identify
those with optimal encapsulation and delivery characteristics. Critically, AI tools can integrate
experimental feedback to refine design parameters iteratively, accelerating optimization cycles
while minimizing resource use in wet-lab experimentation.
AI Applications in Nanotechnology-based Drug R&D
AI applications in nanotechnology-based drug development span both molecular design and
commercial strategy. On the design side, AI enables high-throughput screening and modeling of
LNP structures, such as tuning lipid composition for better transfection efficiency and cell-type
targeting. AI has also been deployed to improve coding region optimization for mRNA sequences
— enhancing protein expression, stability, and immunogenicity. Commercially, AI-driven modeling
assists in scaling drug delivery pipelines by forecasting formulation performance at larger volumes
and under different physiological conditions. Several leading biopharma companies have begun to
integrate these AI-empowered platforms either in-house or via licensing partnerships, particularly
in mRNA-based vaccine and therapeutic pipelines. One highlighted case is the use of AI to optimize
mRNA coding regions for infectious disease and cancer vaccines, resulting in improved
translational efficiency and in vivo response.
Advantage of AI-based Nucleic Acid Drug R&D
AI-driven nucleic acid drug R&D is transforming the traditional drug development paradigm
by delivering substantial efficiency gains and cost reductions. Leveraging virtual screening
technologies, AI enables the rapid evaluation of billions of molecular combinations, significantly
reducing the reliance on labor-intensive physical testing and accelerating the early discovery phase.
By analyzing proteomics and other omics data, AI further enhances the precision of drug targeting
and delivery, leading to improved therapeutic efficacy. Moreover, through the development of
multiphysics coupling models, AI allows for accurate prediction of drug release kinetics under
diverse physiological conditions, ensuring controlled and consistent delivery profiles. These
capabilities collectively streamline the development cycle, reduce resource expenditure, and
improve the overall success rate of nucleic acid therapeutics.
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AI-empowered nanotechnology represents a newly emerging and highly differentiated field
within this broader transformation. Unlike traditional AI drug discovery approaches that stop at
molecular docking or sequence prediction, certain platforms are able to extend AI application across
the entire nucleic acid drug development continuum — from target discovery and protein design to
mRNA and LNP design, and ultimately to clinical trial optimization. METiS’s platform integrates
proprietary innovations such as AI-generated mRNA sequences with organ-targeted UTRs, and
developed the world’s first de novo lipid generation algorithm and lipid language model for
intelligent LNP design.
Advantage of AI-based LNP R&D
The application of AI in the research and development of LNPs brings transformative
advantages to the field of drug delivery. AI algorithms can independently analyze and select lipids
for synthesis from enormous chemical libraries, greatly accelerating the discovery timeline while
improving the accuracy of identifying lipid structures best suited for specific therapeutic needs.
Beyond discovery, AI plays a pivotal role in guiding experimental workflows by offering predictive
insights that help researchers design more efficient wet lab experiments, minimizing reliance on
traditional trial-and-error methods. This synergy between computational modeling and laboratory
validation enables an iterative design process in which each successive generation of LNPs is
increasingly refined and effective. Moreover, AI’s ability to simulate and forecast how
nanomaterials behave within complex biological systems allows researchers to anticipate
formulation behavior early in development, substantially shortening the overall design cycle and
facilitating faster, more targeted innovation in LNP-based therapies.
Within the METiS platform, these advantages are clearly demonstrated by its rapid innovation
cycle, which enables the development of a new generation of LNPs every one to two months.
Leveraging its AI-driven capabilities, METiS has engineered hundreds of LNP formulations, many
of which have achieved delivery efficiencies surpassing industry benchmarks — with several
exhibiting performance improvements of more than tenfold.
Growth Drivers of the AI-empowered Nanotechnology-based Drug Development
AI-enabled drug discovery is expected to significantly accelerate development timelines and
reduce costs, particularly for first-in-class programs, with AI-based approaches reported to shorten
preclinical candidate development and clinical research timelines and costs by up to 50% compared
with traditional methods by identifying optimal nanomaterial formulations in months rather than
years. At the same time, advances in AI-driven nanotechnology are addressing one of the field’s
core challenges–organ-specific targeting–with current capabilities extending to the liver, lung,
muscle, brain, immune organs and tumors, leveraging mechanisms such as the EPR effect, which
enables 100–200 nm particles to accumulate in tumors, alongside active targeting strategies
including CD44 and EGFR modifications. Companies such as METiS have reported progress in
liver-targeted delivery while also advancing multi-organ targeting approaches. In parallel, AI is
facilitating the design of nanocarriers that overcome biological barriers and improve bioavailability,
including BBB-penetrating systems, inhaled formulations with prolonged lung residence, and
pH-responsive oral nanoparticles for biologics such as insulin. Together with growing demand for
advanced and personalized therapies, the integration of AI with nanotechnology enables patient-
specific optimization of nanocarrier properties using omics data, supporting more precise, adaptive
treatment strategies, particularly in indications characterized by significant biological heterogeneity
such as oncology.
Development Trends of AI-empowered Nanotechnology-based Drug Development
The next phase of AI-driven nanotechnology is expected to increasingly focus on generative
AI models capable of designing entirely novel nanomaterial architectures beyond traditional
liposomes and polymeric nanoparticles. Companies such as METiS are leveraging AI models,
including PhatGPT, to generate and screen hundreds of thousands of novel lipid structures, while
academic efforts, such as those from MIT, have demonstrated AI-enabled identification of
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self-assembling nanoparticles from millions of possible combinations. The integration of quantum
chemistry simulations and multi-scale modeling is expected to further enhance predictive accuracy,
enabling the rational design of nanoparticles with optimized biodistribution, stability and targeting
capabilities. While oncology currently accounts for approximately 75% of nanotechnology-based
drugs, future growth is expected across neurological, cardiovascular and metabolic diseases,
including AI-optimized nanoparticles capable of crossing the blood–brain barrier, stimulus-
responsive nanomaterials for targeted cardiovascular therapies, and oral nanocarriers for biologics
such as insulin. In parallel, increasing integration of multi-omics data is expected to enable AI
platforms to tailor nanoparticle properties to patient-specific biological signatures, supporting the
development of more precise and personalized nanomedicine solutions.
MARKET OPPORTUNITIES OF CERTAIN THERAPEUTIC AREAS
Overweight, Obesity and Diabetes Drug Market
Overweight and obesity are characterized by abnormal or excessive fat accumulation that not
only constitutes a chronic condition but also increases the risk of developing diabetes,
cardiovascular diseases, and other health complications. Diabetes mellitus (DM) is a group of
metabolic disorders marked by chronic hyperglycemia due to impaired insulin secretion or action,
which can lead to long-term damage to organs such as the eyes, kidneys, nerves and cardiovascular
system. In type 2 diabetes, treatment typically starts with lifestyle modification and metformin, with
additional therapies or insulin introduced if needed, and regimen selection guided by factors such
as hypoglycemia risk, weight effects and cardiovascular profile, including the use of GLP-1
receptor agonists or SGLT2 inhibitors in appropriate patients.
Combined Market Size of Overweight, Obesity and Diabetes Drug Market
From 2020 to 2024, the global obesity, overweight and diabetes drug market increased from
US$71.0 billion to US$116.2 billion, with a CAGR of 13.1% from 2020 to 2024. It is estimated the
market will reach US$200.4 billion in 2035, with a CAGR 5.1% from 2024 to 2035 respectively.
From 2020 to 2024, the obesity, overweight and diabetes drug market in China increased from
RMB65.1 billion to RMB75.4 billion, with a CAGR of 3.7%. In the future, the market will continue
to grow steadily and is expected to reach RMB256.4 billion in 2035 with a CAGR of 11.8% from
2024 to 2035.
Competitive Landscape of Oral GLP-1 Receptor Agonist Innovative Drug for Obesity and Type
2 Diabetes Mellitus (T2DM)
As of Latest Practicable Date, there was two approved oral GLP-1 single-target receptor
agonist for the treatment of obesity and overweight globally, while over 30 innovative oral GLP-1
receptor agonist drug candidates were under clinical development for the same indication. There
were no approved oral GLP-1 multi-target receptor agonist for obesity and overweight treatment
globally, and there were 8 innovative oral multi-target GLP-1 receptor agonist drug candidates for
the treatment of obesity and overweight under clinical evaluation globally.
For diabetes treatment, there was similarly one approved oral GLP-1 single-target receptor
agonist worldwide as of latest practicable date, with an additional over 25 innovative oral GLP-1
receptor agonist candidates undergoing clinical evaluation. There were no approved oral GLP-1
multi-target receptor agonist for diabetes treatment globally, and there were 5 innovative oral
multi-target GLP-1 receptor agonist drug candidates for the treatment of diabetes under clinical
evaluation globally.
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Metabolic Dysfunction-Associated Steatohepatitis (MASH) Drug Market
MASH is liver inflammation and damage caused by a buildup of fat in the liver. It is the more
severe form of nonalcoholic fatty liver disease (NAFLD), an umbrella term for a range of liver
conditions affecting people who drink little to no alcohol. If left untreated, MASH can cause
scarring of the liver, which leads to permanent scarring (cirrhosis) and liver cancer.
Prevalence of MASH and Market Size of MASH Drugs
The global MASH patient population increased from 351.1 million in 2020 to 400.5 million
in 2024, representing a CAGR of 3.3%, and is projected to reach 552.8 million by 2035 with a
CAGR of 3.0% from 2024 to 2035, driven by changing diets, sedentary lifestyles and rising obesity.
In China, the number of MASH patients grew from 38.7 million in 2020 to 44.0 million in 2024 at
a CAGR of 3.2% and is expected to reach 63.1 million by 2035 with a CAGR of 3.3%. Over the
same period, the global MASH drug market expanded from US$1.9 billion in 2020 to US$3.4
billion in 2024 at a CAGR of 15.9% and is forecast to reach US$57.3 billion by 2035 with a CAGR
of 29.3%, while the China MASH drug market increased from US$0.1 billion to US$0.2 billion at
a CAGR of 16.1% and is projected to reach US$5.6 billion by 2035 with a CAGR of 36.9%.
Competitive Landscape of Oral GLP-1 Single-target Receptor Agonist for MASH Treatment
As of the Latest Practicable Date, there were no drugs approved for MASH in China and only
two drug was approved for the treatment of MASH by FDA: Rezdiffra in the U.S. (approved in
2024) and Wegovy
® (approved in 2025). Both are indicated for adults with noncirrhotic MASH with
moderate to advanced liver fibrosis, to be used along with diet and exercise, which presents a
significant unmet medical need.
As of Latest Practicable Date, there was no ongoing clinical trials for oral GLP-1 single-target
receptor agonists for the treatment of MASH. Only one such agent had gained IND approval. There
was two ongoing clinical trial for oral GLP-1 multi-target receptor agonists for the treatment of
MASH.
Short Bowel Syndrome (SBS) Drug Market
Short bowel syndrome (SBS) is caused by insufficient length or function of the small intestine,
leading to impaired nutrient absorption and is often the result of surgical resection due to conditions
such as Crohn’s disease or trauma. GLP-2 has become an important therapeutic target for SBS
because of its role in promoting intestinal growth and nutrient absorption. In China, treatment
options remain limited, with only one approved GLP-2 therapy, teduglutide, which is not included
in the NRDL and costs over RMB1.5 million per year. As a result, there is a significant financial
burden for patients that limits access, long-term management and quality of life.
Prevalence and Incidence of SBS
SBS is a rare disease affecting both children and adults. Pediatric SBS is often congenital,
with an incidence of about 25 new cases per 100,000 people globally, resulting in approximately 40
thousand new pediatric cases in 2024 and projected to exceed 55 thousand by 2035. Adult SBS is
typically acquired following extensive small bowel resection due to conditions such as necrotizing
enterocolitis, Crohn’s disease or intestinal atresia. Globally, the number of SBS patients increased
from 51.1 thousand in 2020 to 54.5 thousand in 2024, representing a CAGR of 1.6%, and is
expected to reach 65.2 thousand by 2035 with a CAGR of 1.7% from 2024 to 2035. Current
management relies on parenteral nutrition (PN) and enteral nutrition (EN), which are essential but
associated with significant limitations, including long-term complications, dependence on PN and
limited efficacy in restoring intestinal function. These challenges highlight substantial unmet
clinical needs and strong demand for more effective and targeted SBS therapies.
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Competitive Landscape of GLP-2 SBS Drugs
GLP-2 is particularly well-suited for SBS due to its ability to enhance intestinal adaptation
and absorption, reduce the risk of complications associated with parenteral nutrition, and
significantly improve patients’ quality of life. As of the Latest Practicable Date, there was only one
GLP-2 receptor agonist, Teduglutide, approved globally for treating SBS in both adults and
pediatric patients aged 1 year and above. Meanwhile, as of the same date, three additional GLP-2
receptor agonists are in the pipeline, undergoing various stages of development and clinical trials.
MTS-201 stands out as the only clinical-stage oral TGR5 agonist with demonstrated GLP-2
stimulation.
Pseudobulbar Affect (PBA) Drug Market
PBA is a neuropsychiatric disorder characterized by involuntary episodes of laughing or
crying, where emotional expression is incongruent with the underlying emotional experience. PBA
is associated with various neurological conditions, including traumatic brain injury, multiple
sclerosis, amyotrophic lateral sclerosis, and Alzheimer’s disease.
Market Size of PBA Drug in China
The PBA drug market in China is projected to start at RMB0.1 billion in 2027, primarily
driven by the launch of MTS-004, which is the fastest clinical stage PBA drug in China and is
expected to enter the market in 2027. As more PBA drugs are approved in the future, the market
is anticipated to grow significantly, reaching RMB7.0 billion by 2035 with a CAGR of 62.8% from
2027 to 2035.
Competitive Landscape of PBA Drug Market
As of the Latest Practicable Date, for the PBA indication, there are only one drugs in
development globally, and are being developed in China. MTS-004 is the first and only drug for
PBA treatment that has entered clinical trials in China, and it is the first oral disintegrating tablet
being developed, potentially filling the gap in the domestic need for PBA medications. This
formulation is particularly advantageous for PBA patients who often experience difficulty in
swallowing, as the oral disintegrating tablet can dissolve rapidly in the mouth without the need for
water, thereby addressing a significant unmet medical need.
Dysphagia Drug Market
Dysphagia, defined as difficulty in swallowing, is a common clinical condition that can range
from mild discomfort to complete inability to swallow solids or liquids. It is generally classified
into two categories. Oropharyngeal dysphagia refers to difficulty initiating a swallow due to
dysfunction in the mouth or throat, often caused by weakened muscles or neurological disorders.
Esophageal dysphagia, by contrast, involves impaired movement of food through the esophagus and
typically manifests as a sensation of food being stuck in the throat or chest, commonly resulting
from esophageal narrowing, obstruction, or motility issues.
Its prevalence is estimated at 2% to 16% of the general population and increases significantly
with age, particularly among older adults and patients with neurological conditions. In China, the
number of dysphagia cases increased from 49.9 million in 2020 to 67.2 million in 2024,
representing a CAGR of 7.7%, and is projected to reach 131.9 million by 2035 with a CAGR of
6.3% from 2024 to 2035, highlighting a growing need for effective treatments.
Hepatocellular Carcinoma (HCC) Drug Market
Liver cancer refers to the uncontrolled growth and proliferation of abnormal cells within the
liver. HCC is the most prevalent form of primary liver cancer, accounting for approximately 90%
of all cases, and is a leading cause of mortality among individuals with cirrhosis. Common
symptoms of HCC include jaundice (yellowing of the skin), abdominal swelling caused by fluid
accumulation (ascites), easy bruising due to impaired blood clotting, loss of appetite, unintended
weight loss, abdominal pain, nausea, and vomiting.
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Prevalence of HCC
The global incidence of HCC rose from 739.5 thousand cases in 2020 to 818.1 thousand cases
in 2024, reflecting a CAGR of 2.6% over the period. This figure is projected to increase further to
1,067.7 thousand cases by 2035, with a CAGR of 2.5% from 2024 to 2035. In China, HCC incidence
grew from 316.1 thousand cases in 2020 to 344.5 thousand in 2024, representing a CAGR of 2.2%.
The number is anticipated to reach 412.2 thousand cases by 2035, growing at a slower CAGR of
1.6% between 2024 and 2035.
Advantages of mRNA-encoded TCEs for HCC Treatment
TCEs enable highly selective tumor targeting by engaging tumor-associated antigens such as
GPC3, which is overexpressed in over 70% of HCC cases but absent in healthy liver tissue with
activated T cells. This selectivity can be further enhanced by advanced delivery technologies. For
example, MTS-105’s liver-targeted mRNA-LNP platforms have been shown to concentrate
therapeutic activity in tumors, achieving liver-to-serum ratios exceeding 100-fold in primates while
minimizing systemic exposure, with no observed toxicity at doses up to 100 µg/kg. TCEs function
by forming immunological synapses between T cells and tumor cells, enabling potent immune
activation even in immunologically “cold” tumors, with single-digit nanomolar affinity supporting
efficacy at microdose levels; in preclinical orthotopic HCC models, tumor eradication has been
observed at doses of 0.3–0.5 µg per mouse, accompanied by rapid CD8+ T-cell expansion and
durable immune memory. In addition, localized and rapid in situ expression enabled by mRNA
platforms can remodel the immunosuppressive tumor microenvironment within days, promoting
early T-cell infiltration and antigen spreading while limiting systemic cytokine release, thereby
supporting safer and more effective combination strategies with PD-1 inhibitors or anti-angiogenic
agents and addressing the biological heterogeneity of HCC where monotherapy approaches are
often insufficient.
Competitive Landscape of HCC Drug Market
According to Frost & Sullivan, as of the Latest Practicable Date, there are 20 nucleic acid
therapies in clinical development for HCC worldwide, nine of which utilize LNP delivery systems.
Notably, MTS-105, developed by METiS, is the only mRNA-based bispecific nucleic acid therapy
in this group, and uniquely utilizes a TCE mechanism.
Major Costs Associated with Drug Development
For the drug development business, the major costs are generally associated with preclinical
and clinical research activities undertaken to advance therapeutic candidates for the purpose of
receiving NDA approval and marketing authorization. These expenditures include payments to
CROs for toxicology, pharmacokinetic, and efficacy studies; costs of sourcing raw materials,
reagents, and active pharmaceutical ingredients; and expenses for analytical testing, quality
assurance, and regulatory compliance. Companies also incur costs related to clinical trial
management, data collection, and intellectual property protection.
NANOTECHNOLOGY APPLICATIONS IN LONGEVITY
Overview of Human Longevity
Aging is a gradual and irreversible physiological process characterized by a decline in tissue
and cell function and a significant increase in the risk of various aging-related diseases (ARD),
including cancers, immunology diseases, ophthalmic diseases, and bone diseases. Although the
development of modern medicine has promoted human health and greatly extended the life
expectancy of human beings, with the aging of society, cancers and chronic diseases have gradually
become the most important causes of disability and death in the elderly.
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Aging Population
In 2024, the global population aged 65 and above reached approximately 820 million,
accounting for 10.1% of the total global population and reflecting a CAGR of 3.2% from 2020 to
2024. During the same period, China experienced a faster rate of population aging, with its elderly
population (aged 65 and above) growing at a CAGR of 3.9%, reaching 222.5 million in 2024,
according to the National Bureau of Statistics of China. This aging trend is expected to persist, with
the number of individuals aged 65 and above in China projected to increase to 320.3 million by
2035, representing a CAGR of 3.4% from 2024 to 2035.
Overview of Longevity Products
Advances in aging research have identified key biological pathways underlying the
multifactorial aging process, creating opportunities to develop longevity interventions aimed at
extending healthspan and potentially lifespan. Nanotechnology offers significant potential in this
area by enabling targeted drug delivery, improving treatment efficacy, reducing side effects, and
supporting cell repair and tissue regeneration to counter age-related functional decline.
Unmet Needs and Pain Points in Longevity Industry
The longevity industry faces several unmet needs, including the lack of effective delivery
platforms for precise cellular targeting in tissue rejuvenation, rising demand for innovative and
durable therapies driven by the growing prevalence of chronic diseases, and the scientific
complexity of developing such solutions, which requires ongoing advances in delivery technologies
and material science. In addition, the absence of standardized clinical protocols and evaluation
criteria hinders broad clinical adoption, while limited patient awareness and compliance highlight
the need for improved education and adherence support.
Overview of Pet Longevity
The global companion animal population is aging rapidly, with a notable increase in the
proportion of senior pets. From 2012 to 2022, the share of dog- and cat-owning households with
pets aged 7 and above rose steadily, reaching 52.4% for dogs and 51.7% for cats by 2022 in the U.S.
This trend reflects a broader shift toward longer pet lifespans driven by improved veterinary care,
nutrition, and owner awareness.
Increased pet longevity has been accompanied by a rising incidence of age-related and chronic
conditions that significantly affect quality of life. Aging pets commonly suffer from arthritis and
joint degeneration, cardiovascular disease, declining kidney function and neurological disorders,
leading to reduced mobility, chronic pain and increased long-term care needs. Obesity has also
become a major health concern. In China, approximately 20%-30% of dogs and cats were classified
as overweight or obese in 2024, while in the United States, 59% of dogs and 61% of cats assessed
in 2022 fell into this category. Obesity further exacerbates chronic and degenerative conditions,
including joint, cardiovascular, renal and neurological diseases. Collectively, these trends
underscore the growing need for innovative health solutions for senior and obese pets, spanning
preventive care, chronic disease management and targeted therapeutic interventions.
NANOTECHNOLOGY APPLICATIONS IN ANIMAL HEALTH
Animal health products comprise a broad range of offerings designed to support animal health
and well-being and are generally categorized into veterinary medicines and animal health
supplements. V eterinary medicines are used to diagnose, treat and prevent diseases and are
developed through rigorous research and testing to ensure safety and efficacy, covering areas such
as infections, parasitic diseases, inflammation, vaccination, cardiovascular conditions and hormonal
disorders. In contrast, animal health supplements are intended to support general health rather than
treat specific diseases and include products that promote nutrition, joint health, digestion, skin and
coat condition, and immune function. Together, veterinary medicines and supplements provide a
comprehensive set of solutions to support animal health across different life stages and conditions.
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Global Animal Health Product Market
The global animal health product market is expected to reach US$52.2 billion in 2024 from
US$44.9 billion in 2020, with a CAGR of 3.9% from 2020 to 2024 and the market is expected to
further increase to US$131.5 billion in 2035 with a CAGR of 8.8% from 2024 to 2035.
Application of Nanotechnology in Animal Health Products
The integration of nanotechnology into veterinary medicine has the potential to significantly
improve treatment and diagnostics by enabling precise, controllable drug delivery with enhanced
bioavailability, stability and targeted release. Nanoparticles can penetrate cellular and tissue
barriers more effectively than traditional drugs, support early disease detection through advanced
diagnostic tools, reduce drug residues in livestock and improve dosing accuracy. Nanotechnology
also offers a practical approach to addressing antibiotic resistance by enhancing the effectiveness
of existing antibiotics through nanocarrier systems, avoiding the cost and time required to develop
new antibiotics.
Future Development Trend of Nanotechnology in Animal Health Products
The application of nanotechnology in animal health is expected to expand across several key
areas. Advanced drug delivery systems, including solid lipid nanoparticles and stimulus-responsive
carriers, are enabling longer-lasting and more targeted therapies, supporting preventive care and
chronic disease management. Broader applications are emerging beyond therapeutics, extending to
diagnostics, vaccine adjuvants, feed additives and animal welfare solutions such as nutrition and
reproductive management. Sustainable production solutions are gaining traction, with nano-enabled
alternatives helping reduce antibiotic use, improve feed safety and enhance production efficiency
through applications such as mycotoxin control and precision nutritional delivery. At the same time,
an evolving regulatory and manufacturing landscape, supported by clearer regulatory guidance and
advances in continuous manufacturing, is improving the scalability, safety and commercial viability
of nanotechnology-based animal health products, creating a more favorable environment for
industry adoption and innovation.
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 on our markets. Frost & Sullivan is an
independent global market research and consulting company founded in 1961 and is based in the
United States. Services provided by Frost & Sullivan include market assessments, competitive
benchmarking, and strategic and market planning for a variety of industries.
We have included certain information from the Frost & Sullivan Report in this Prospectus
because we believe such information facilitates an understanding of our markets for potential
investors. Frost & Sullivan prepared its report based on its in-house database, independent
third-party reports and publicly available data from reputable industry organizations. Where
necessary, Frost & Sullivan contacts companies operating in the industry to gather and synthesize
information in relation to the market, prices and other relevant information. Frost & Sullivan
believes that the basic assumptions used in preparing the Frost & Sullivan Report, including those
used to make future projections, are factual, correct and not misleading. Frost & Sullivan has
independently analyzed the information, but the accuracy of the conclusions of its review largely
relies on the accuracy of the information collected. Frost & Sullivan research may be affected by
the accuracy of these assumptions and the choice of these primary and secondary sources.
We have agreed to pay Frost & Sullivan a fee of US$85,000 for the preparation of the Frost
& Sullivan Report. The payment of such amount was not contingent upon our successful listing or
on the content of the Frost & Sullivan Report. Except for the Frost & Sullivan Report, we did not
commission any other industry report in connection with the Global Offering. We confirm that after
taking reasonable care, there has been no adverse change in the market information since the date
of the report prepared by Frost & Sullivan which may qualify, contradict or have an impact on the
information set forth in this section in any material respect.
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This section sets forth a summary of the principal laws, rules and regulations in the PRC and
the United States that are relevant to our business.
PRC LA WS AND REGULATIONS ON ARTIFICIAL INTELLIGENCE TECHNOLOGIES
The rapid growth of China’s AI market is driven by multiple favorable factors, including
government policies. On July 8, 2017, the State Council issued the Circular on the Development
Planning of the New Generation of Artificial Intelligence (ٙ
‘). The circular provides three strategic steps in developing a new generation of artificial
intelligence technology. On November 8, 2018, the MIIT issued the Plan for Key Tasks in a New
Generation of AI Innovation (‘) and
encouraged to select a batch of innovated companies that own key technologies based on artificial
intelligence, and have them collectively focus on enhancing products, platforms, and services with
advanced technologies and excellent performance.
The Guidelines for the Construction of National Open Innovation Platforms for the New
Generation Artificial Intelligence (ˏ‘),
promulgated by the Ministry of Science and Technology on August 1, 2019 and came into effect on
the same date, encouraged to open innovation platforms for companies to do testing, and thus to
form standard and modularized models, middleware and applications for providing services to the
public in the form of open interfaces, model libraries, algorithm packages, etc.
On July 29, 2022, the Ministry of Science and Technology and other five relevant
governmental authorities jointly promulgated the Guiding Opinions on Accelerating Scene
Innovation to Promote High-quality Economic Development through High-level Application of
Artificial Intelligence (ኬจ
Ԉ‘), which proposes to encourage in-depth exploration of artificial intelligence technology
application scenarios in key industries.
PRC LA WS AND REGULATIONS ON DRUG RESEARCH AND DEVELOPMENT
Fundamental Regulations on Drug Research and Development
The National People’s Congress (the “ NPC”) and the National Medical Products
Administration (the “ NMPA”) (formerly known as the China Food and Drug Administration (the
“CFDA ”)) have been revising the fundamental laws, regulations and rules regulating
pharmaceutical products and the industry, which include the framework law known as the Drug
Administration Law of the People’s Republic of China (the “ PRC”) (၍ଣ
‘) (the “ DAL”). The DAL was promulgated by the Standing Committee of the NPC (the
“SCNPC ”) on September 20, 1984, and latest amended on August 26, 2019 and took effect as of
December 1, 2019. The DAL is implemented by a high-level regulation issued by the State Council
referred to as the Regulations for the Implementation of the Drug Administration Law of the PRC
(ૢԷ‘) (the “ DAL Implementing Regulation ”), which was
latest amended on December 6, 2024. The DAL and the DAL Implementing Regulation provided
legal framework for establishment of drug manufacturing enterprises and drug trading enterprises
as well as drug administration.
The NMPA has its own set of regulations further implementing the DAL; the primary one
governing clinical trial applications (referred to individually as a “ CTA” and collectively as the
“CTAs”), marketing approval, and post-approval amendment and renewal is known as the Drug
Registration Regulation (‘) (the “ DRR”), which was latest amended on
January 22, 2020 and effective from July 1, 2020.
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Other Regulations on Drug Research and Development
Non-Clinical Research and Animal Testing
The NMPA requires pre-clinical data to support registration applications for imported and
domestic drugs. According to the DRR, non-clinical safety studies shall be conducted in accordance
to the Good Laboratory Practices for Non-clinical Laboratory Studies (Ӻሯඎ၍ଣ
஝ᇍ‘) promulgated by the CFDA, which was revised on July 27, 2017 and took effect from
September 1, 2017. The NMPA is responsible for the certification of non-clinical safety evaluation
and research institutions nationwide and the local provincial drug administrative department is in
charge of the daily supervision of non-clinical safety evaluation and research institutions. The
NMPA decides whether an institution is qualified to undertake pharmaceutical non-clinical research
by evaluating such institution’s organizational administration, its research personnel, its equipment
and facilities, and its operation and management of non-clinical pharmaceutical projects.
Pursuant to the Regulations for the Administration of Experimental Animals (၍ଣ
ૢԷ‘) promulgated by the State Scientific and Technological Commission on November 14, 1988
and latest amended on March 1, 2017, by the State Council, the Administrative Measures on Good
Practice of Experimental Animals (‘) jointly promulgated by the State
Scientific and Technological Commission and the State Bureau of Quality and Technical
Supervision on December 11, 1997, and the Administrative Measures on the Certificate for
Experimental Animals (Trial) (ج(༊Б)‘) promulgated by the Ministry
of Science and Technology of the PRC (the “ MOST ”) and other regulatory authorities on December
5, 2001 and took effect from January 1, 2002, using and breeding experimental animals shall be
subject to rules and performing experimentation on animals requires the Experimental Animal
License. Any entity without such license must engage a qualified third party to conduct such
non-clinical activities regulated under relevant laws and regulations.
Clinical Trials Approval
Upon completion of preclinical studies, a sponsor typically needs to conduct clinical trials in
the PRC prior to registering a new drug.
Clinical trials could not proceed until being approved by the NMPA. According to the latest
amended DRR, the NMPA now has adopted a system for clinical trials of new drugs where trials
can proceed if the applicant has not received any objections from the Center for Drug Evaluation
of NMPA (the “ CDE”) within 60 days thereafter. After the issuance of the Announcement of the
CFDA on Several Policies on the Appraisal and Approval of Drug Registration (္
ʮѓ‘) (the “ Announcement on Appraisal and
Approval of Drug Registration ”) on November 11, 2015, as for CTAs for new drugs, the one-time
approval is implemented and the declaration, appraisal and approval at different levels are replaced.
The one-time approval mechanism was restated in the Announcement of the NMPA on Adjusting
Appraisal and Approval Procedures for Clinical Trials for Drugs (ሜ዆
ʮѓ‘) (the “ Announcement on Adjusting Appraisal and
Approval Procedures ”), which was issued on July 24, 2018 by the NMPA. 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 trial design. If expanded indications are involved, or the security
risks to which subjects are exposed are increased as a result of the alteration to the clinical trials
protocols, drastic pharmaceutical changes, or significant security findings for non-clinical research,
new applications or supplementary applications of clinical trials might be required, pursuant to the
Announcement on Adjusting Appraisal and Approval Procedures.
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The DAL further confirms that the drug regulatory department under the State Council shall,
within 60 working days from the date on which the application for a clinical trial is accepted, decide
on whether to approve it and then notify the clinical trial applicant. In the case of failure to notify
the applicant within the prescribed time limit, it shall be deemed as approved. For bioequivalence
studies, they shall be filed for record on the website of the CDE as required.
Drug Clinical Trial Registration
Pursuant to the DRR, where a clinical trial is approved, the sponsor shall, prior to conducting
subsequent phases of the clinical trial, formulate the clinical trial protocol, carry out the trial upon
obtaining approval by the ethics committee, and submit the clinical trial protocol and supporting
materials on the CDE website. On September 6, 2013, the CFDA released the Announcement on
Drug Clinical Trial Information Platform (ʮѓ‘), providing that
all clinical trials approved by the CFDA and conducted in the PRC shall be registered on and trial
information shall be published through the Drug Clinical Trial Information Platform under
management of the CDE.
Sampling and Collecting Human Genetic Resources Filing
The MOST promulgated the Service Guide for Administrative Licensing Items concerning
Examination and Approval of Sampling, Collecting, Trading or Exporting Human Genetic
Resources, or Taking Such Resources out of the PRC ( ɛᗳ፲ෂ༟๕મණ,ϗණ,
൯ር,̈ɹ,‘) on July 2, 2015, according to which, the sampling,
collection or research activities of human genetic resources by a foreign-invested sponsor fall
within the scope of international cooperation, and the cooperating organization of China shall apply
for approval of the China Human Genetic Resources Management Office (the “ CHGRMC ”)
through the online system.
On May 28, 2019, the State Council of the PRC issued the Administrative Regulations on
Human Genetic Resources ( ɛᗳ፲ෂ༟๕၍ଣૢԷ‘) (the “ Human Genetic Resource
Regulation ”), last amended on March 10, 2024, and took effect from May 1, 2024. Human genetic
resource information refers to information, such as data, generated by human genetic resources
materials. The Human Genetic Resource Regulation formalized the approval requirements pertinent
to research collaborations between Chinese and foreign-owned entities, under which, a new filing
system is put in place for clinical trials utilizing the human genetic resources in Chinese Mainland
in order to obtain market license at clinical institutions without involving the export of human
genetic resources materials outside of Chinese Mainland. Foreign organizations, individuals and
institutions established or actually controlled by foreign organizations and individuals are not
allowed to collect or preserve human genetic resources in Chinese Mainland or provide human
genetic resources abroad.
The Implementation Rules for the Administrative Regulation on Human Genetic Resources
(‘), which was promulgated by the MOST on May 26, 2023,
and took effect from July 1, 2023, further clarify the requirements for administrative licensing,
record-keeping, and security review in relation to the collection, conservation, utilization, and
export of human genetic resources, as well as detailing matters relating to the supervisory review
and administrative penalties.
Pathogenic Microorganism Laboratories
The Regulations on Administration of Bio-safety in Pathogenic Microorganism Laboratories
(τΌ၍ଣૢԷ‘), which was promulgated by the State Council, effective
on November 12, 2004, and latest amended on December 6, 2024, stipulates that pathogenic
microorganism laboratories are classified into four levels, namely bio-safety levels 1, 2, 3 and 4 in
terms of bio-safety protection levels in accordance with national standards on biosafety of
laboratories. Laboratories at bio-safety levels 1 and 2 shall not engage in laboratory activities
related to highly pathogenic microorganisms. The construction, alternation or expansion of a
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laboratory at bio-safety level 1 or 2 shall be filed for record with the local counterparts of the
National Health Commission (the “ NHC”). The entity launched a pathogenic microorganism
laboratory shall develop a scientific and strict management system, regularly inspect the
implementation of the regulations on bio-safety, and regularly inspect, maintain and update the
facilities, equipment and materials in the laboratory, to ensure its compliance with the national
standards.
Clinical Trial Process
On January 15, 2020, the State Administration for Market Regulation (the “ SAMR ”)
promulgated the Administrative Measures for Drug Registration (‘), which
came into effect on July 1, 2020. According to the Measures, a clinical development program
consists of Phases I, II, III and IV . Phase I refers to the initial clinical pharmacology and safety
evaluation studies in humans. Phase II refers to the preliminary evaluation of a drug candidate’s
therapeutic effectiveness and safety for particular indications in patients, to provide evidence and
support for the design of Phase III clinical trials and to settle the administrative dose regimen. Phase
III refers to clinical trials undertaken to confirm the therapeutic effectiveness of a drug. Phase III
is used to further verify the drug’s therapeutic effectiveness and safety on patients with target
indications, to evaluate the overall benefit-risk relationships of the drug, and ultimately to provide
sufficient evidence for the review of drug registration application. Phase IV refers to a new drug’s
post-marketing study to assess therapeutic effectiveness and adverse reactions when the drug is
widely used, to evaluate the overall benefit-risk relationships of the drug when used among the
general population or specific groups and to adjust the administration dose. In accordance with the
revised Administrative Measures for Drug Registration, drug clinical trial shall comprise Phase I
clinical trial, Phase II clinical trial, Phase III clinical trial, Phase IV clinical trial as well as
bioequivalence test.
Pursuant to the Circular Concerning Several Policies on Drug Registration Review and
Approval (ʮѓ‘) (the “ Several Policies Circular ”), the
CDE grants a one-time approval for clinical trial applications for new drugs and does not require
separate declarations, reviews or approvals for the subsequent phases of clinical trials. Upon the
completion of Phase I and Phase II clinical trials, the applicant must submit trial results and the
clinical trial protocol for the next phase in a timely manner. Where there is no safety problem,
applicants can proceed to Phase III clinical trials after discussion with the CDE. The applicants
must report serious adverse events that occur during clinical trials and submit annual research
reports. Where clinical trial risks cannot be controlled, the clinical trials must be stopped
immediately.
Good Clinical Practices
Clinical trials must be conducted in accordance with the Good Clinical Practice for Drug
Trials (ᑗґ༊᜕ሯඎ၍ଣ஝ᇍ‘) (the “ GCP Rules ”) promulgated by NMPA and NHC on
April 23, 2020 and effective on July 1, 2020, which stipulates the requirements for the procedures
of conducting clinical trials, including trial protocols, protection of testees’ rights and interests,
duties of researchers, sponsors and monitors, as well as data management and statistical analysis.
According to the GCP Rules, clinical trial means systematical investigation of drugs conducted on
human subjects (patients or healthy volunteers) to prove or reveal the clinical, pharmacological and
other pharmacodynamic effects, adverse reactions or absorption, distribution, metabolism and
excretion of the drug being investigated. The GCP Rules also set out the qualifications and
requirements for the investigators and centers participating in clinical trial.
Acceptance of Foreign Data on Clinical Trials
The NMPA may reduce requirements for clinical trials and data, depending on the drug and
the existing data. The NMPA has granted waivers for all or part of trials and has stated that it will
accept data generated abroad (even if not part of a global study), including early phase data that
meets its requirements.
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On July 6, 2018, the NMPA issued the Technical Guidance Principles on Accepting Foreign
Drug Clinical Trial Data (ஷѓ‘) (the
“Guidance Principles ”). According to the Guidance Principles, the data of foreign clinical trials
shall meet the authenticity, completeness, accuracy and traceability requirements and such data
shall be obtained consistently with the relevant requirements of the International Conference on
Harmonization of Technical Requirements for Registration of Pharmaceuticals for Human Use.
Sponsors must be attentive to potentially meaningful ethnic differences in the subject population.
If drug registration applicants use overseas clinical trials for drug registration applications in
Chinese Mainland, all overseas clinical trial data shall be provided, rather than selectively. If drug
registration applicants plan to carry out follow-up clinical research and development following the
early overseas clinical trials, they shall evaluate the early clinical trial data and only after having
obtained complete clinical trial data and communicated with the CDE, these data could be used to
support the follow-up clinical trials.
PRC LA WS AND REGULATIONS ON DRUG REGISTRATION
New Drug Registration
Pursuant to the DRR, upon completion of clinical trials, determination of quality standards,
completion of validation of commercial-scale production processes and completion of other related
preparation works, the applicant may apply with the NMPA for the marketing authorization. The
NMPA then determines whether to approve the application according to applicable laws and
regulations. The applicant must obtain the marketing authorization for a new drug before the drug
can be manufactured and sold in the PRC market.
Drug Marketing Authorization Holder
Pursuant to the newly amended DAL the drug marketing authorization holder means an
enterprise or a drug research and development institution that has obtained the drug registration
certificate, and this pharmaceutical marketing authorization holder shall be responsible for
non-clinical laboratory studies, clinical trials, production and distribution, post-market studies, and
the monitoring, reporting, and handling of adverse reactions in connection with pharmaceuticals in
accordance with the provisions of the DAL. The holder of the drug registration certificate for
vaccine is the vaccine marketing authorization holder under the V accine Administration Law.
Pursuant to the DRR, at the time of application for drug marketing authorization, the applicant
and the manufacturing enterprise shall have held the corresponding drug manufacturing permits.
PRC LA WS AND REGULATIONS ON DRUG MANUFACTURING AND DISTRIBUTION
Drug Manufacturing and Distribution
According to the Measures for Supervision and Administration of Drug Manufacturing ( ᖹ
‘) (the “ Drug Manufacturing Measures ”), which was revised by the SAMR
on January 22, 2020, and took effect from July 1, 2020, the new drug manufacturer shall be
approved and issued with the Drug Manufacturing License by the drug supervision and
administration department of the province, autonomous region or municipality directly under the
central government where it is domiciled. It shall not manufacture drugs without the Drug
Manufacturing License. This license shall be renewed every five years.
The drug marketing authorization holder who entrusts another party to produce preparations
shall meet the requirements as specified in the Drug Manufacturing Measures, sign an entrustment
agreement and a quality agreement with a qualified drug producer, and submit the relevant
agreements and the application materials of the actual production site to provincial drug
administrative departments where the drug marketing authorization holder is located to apply for
the Drug Manufacturing License.
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The Administrative Measures for Drug Inspection (Trial) (ج(༊Б)‘),
revised by the NMPA on July 19, 2023, which stipulates that NMPA shall be in charge of the
national drug inspection and management work. For the enterprises which apply for the Drug
Manufacturing License for the first time, an on-site inspection shall be carried out in accordance
with the relevant regulations of GMP . Those which apply for the marketing of drugs shall receive
pre-marketing GMP compliance inspections as necessary in accordance with the provisions of
Article 52 of the Drug Manufacturing Measures.
PRC LA WS AND REGULATIONS ON VETERINARY DRUGS AND VETERINARY
BIOLOGICAL PRODUCTS
Pursuant to the Regulation on V eterinary Drug Administration ( ᖕᖹ၍ଣૢԷ‘), which
was issued by the State Council on March 27, 2020 and became effective on the same day, any
enterprise which produces veterinary drugs requires a V eterinary Drug Production License; and any
enterprise which deals in veterinary drugs requires a V eterinary Drug Operation License. The
validity periods of the V eterinary Drug Production License and the V eterinary Drug Operation
License are both five years. Enterprises that produce or manage veterinary drugs without the
V eterinary Drug Production License or the V eterinary Drug Distribution License will be ordered to
stop their production or business and their illegal income will be confiscated. In serious cases, they
will be investigated for the crime of illegal operation.
On April 21, 2020, the Ministry of Agriculture and Rural Affairs of the PRC promulgated a
new version of the Measures for the Administration of the Production and Quality Control of
V eterinary Drug ( ᖕᖹ͛ପሯඎ၍ଣ஝ᇍ‘) with an effective date of June 1, 2020, governing the
production, storage, supervision and administration of veterinary biological products within the
PRC.
On March 17, 2021, the Ministry of Agriculture and Rural Affairs of the PRC promulgated a
new version of the Measures for the Administration of the Business Operation of V eterinary
Biological Products (‘) with an effective date of May 15, 2021,
governing the distribution, operation, supervision and administration of veterinary biological
products within the PRC. According to these measures, any enterprise that engages in the business
operation of biological products for veterinary use shall obtain a V eterinary Drug Operation
License.
PRC LA WS AND REGULATIONS RELATING TO COMPANY ESTABLISHMENT AND
FOREIGN INVESTMENT
Laws and Regulations Relating to Corporation
The establishment, operation and management of corporate entities in the PRC is governed by
the Company Law of the PRC (‘) (the “ Company Law ”), which was
promulgated by the SCNPC on December 29, 1993 and came into effect on July 1, 1994, and was
last amended on December 29, 2023 and became effect on July 1, 2024. The Company Law
generally governs two types of companies, namely limited liability companies and joint stock
limited companies. Both types of companies have the status of legal person, and the liability of
shareholders of a limited liability company or a joint stock limited company is limited to the amount
of capital they have contributed. The Company Law shall also apply to foreign invested companies
in form of limited liability company or joint stock limited company. Where laws on foreign
investment have other stipulations, such stipulations shall prevail.
Laws and Regulations Relating to Foreign Investment
On January 1, 2020, the Foreign Investment Law of the PRC ( ʕശɛ͏΍ձ਷̮ਠҳ༟
‘) (the “ FIL”) and the Regulations on the Implementation of the Foreign Investment Law of the
PRC (ૢԷ‘) became effective and simultaneously replaced the
trio of prior laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint
V enture Enterprise Law of the PRC (‘), the Sino-foreign
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Cooperative Joint V enture Enterprise Law of the PRC (‘)
and the Wholly Foreign-invested Enterprise Law of the PRC (‘),
together with their implementation rules and ancillary regulations. On December 30, 2019, the
Ministry of Commerce of the PRC (the “ MOFCOM ”) and the SAMR jointly promulgated the
Measures for Reporting of Information on Foreign Investment (‘), which
came into effect on January 1, 2020 and pursuant to which, foreign investors shall submit an initial
or change report through the Enterprise Registration System when establishing foreign-invested
enterprises or acquiring equity in non-foreign-invested enterprises and for any subsequent changes.
Pursuant to the FIL, the PRC has adopted a system of national treatment which includes a
negative list with respect to foreign investment administration. The Special Administrative
Measures (Negative List) for the Access of Foreign Investment (2024 V ersion) (ɝत
݄(૶ఊ)(2024و)‘) (the “ Negative List ”), which were promulgated by the
National Development and Reform Commission (the “ NDRC ”) and the MOFCOM on September 6,
2024 and became effective on November 1, 2024 and the Catalog of Industries for Encouraging
Foreign Investment (2025 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ፽(2025و)‘) (the “ Encouraging
Catalog ”), which was promulgated by the NDRC and the MOFCOM on December 15, 2025 and
became effective on February 1, 2026, listed the categories of encouraged, restricted, and prohibited
industries. Any industry not included in the Negative List shall be administered under the principle
of equal treatment to domestic and foreign investment.
According to the Measures for the Administration of Overseas Investment of Enterprises ( Ά
‘) promulgated by the NDRC on December 26, 2017 and implemented on
March 1, 2018, investors engaging in overseas investment are required to complete formalities for
the confirmation or recordation, among others, of an overseas investment project, report the
relevant information, and cooperate in supervisory inspection.
Pursuant to the Measures for the Administration of Overseas Investment ( ྤ̮ҳ༟၍ଣ፬
‘) promulgated by the MOFCOM on March 16, 2009, lastly amended on September 6, 2014 and
implemented on October 6, 2014, the MOFCOM and the provincial counterparts promulgate
regulations providing that overseas investment of enterprises to be subject to recordation or
confirmation management, depending on the actual circumstances of investment. Overseas
investment involving any sensitive country or region or any sensitive industry shall be subject to
confirmation management. Overseas investment under other circumstances shall be subject to
recordation management. When an overseas enterprise invested by an enterprise conducts overseas
reinvestment, the enterprise shall report to the commerce departments after completing the overseas
legal procedures.
Laws and Regulations Relating to Overseas Listing
On February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”)
promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by
Domestic Enterprises (‘) and relevant five
guidelines (the “ Overseas Listing Trial Measures ”), which came into effect on March 31, 2023.
According to the Overseas Listing Trial Measures, PRC domestic enterprises that seek to offer and
list securities in overseas markets, either in direct or indirect means (the “ Overseas Offering and
Listing ”), are required to fulfill the filing procedure with the CSRC and submit filing reports, legal
opinions, and other relevant documents.
On February 24, 2023, the CSRC together with Ministry of Finance of the PRC (the “ MOF”)
and National Administration of State Secrets Protection and National Archives Administration of
China have promulgated the Provisions on Strengthening the Confidentiality and Archives
Administration Concerning the Overseas Securities Offering and Listing by Domestic Enterprises
(‘), according to
which, during the overseas offering and listing activities of domestic enterprises, domestic
enterprises, securities companies and securities service providers providing corresponding services
shall strictly abide by the relevant PRC laws and regulation as well as the requirements of the
provisions.
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According to the Notice of the People’s Bank of China and the State Administration of Foreign
Exchange on Issues Concerning the Administration of Funds of Domestic Enterprises Listed Overseas ( ʕ
ٝwhich is issued on
December 24, 2025 and will be effective on April 1, 2026, domestic enterprises listed overseas shall
apply for overseas listing registration within 30 working days from the first trading day of their
overseas listing or upon the completion of the overallotment. In principle, the funds raised by
domestic enterprises through overseas listing shall be repatriated to China in a timely manner.
Regulations Relating to the H-Share Full Circulation
According to the Guidance for the Application of “Full Circulation” for Domestic Unlisted
Shares of H-share Companies (H΅͡ሗ“ஷ”ˏ) issued by the
CSRC on November 14, 2019 and amended on August 10, 2023, shareholders of domestic unlisted
shares may determine the amount and proportion of shares, for which an application will be filed
for circulation, provided that the requirements laid down in the relevant laws and regulations and
set out in the policies for state-owned asset administration, foreign investment and industry
regulation are met.
On December 31, 2019, China Securities Depository and Clearing Co., Ltd. (the “ CSDC ”) and
Shenzhen Stock Exchange jointly announced the Measures for Implementation of H-share “Full
Circulation” Business ( Hٰ“ஷ”‘) (the “ Measures for Implementation ”).
The cross-border transfer registration, maintenance of deposit and holding details, transaction
entrustment and instruction transmission, settlement, management of settlement participants,
services of nominal holders, etc. in relation to the H-share “Full Circulation”, are subject to the
Measures for Implementation.
PRC LA WS AND REGULATIONS ON FOREIGN EXCHANGE
On January 29, 1996, the State Council promulgated the Administrative Regulations on
Foreign Exchange of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ‘) which came into effect on April
1, 1996 and was amended on January 14, 1997 and August 5, 2008. Domestic entities and domestic
individuals making overseas direct investments or engaging in issuance and trading of overseas
securities and derivatives shall process registration formalities pursuant to the provisions of the
Foreign Exchange Control Department of the State Council.
The State Administration of Foreign Exchange (the “ SAFE ”) issued the Circular on
Reforming of the Management Method of the Settlement of Foreign Currency Capital of
Foreign-Invested Enterprises (ഐි၍ଣ˙ό
‘) (the “ SAFE Circular 19 ”) on March 30, 2015, and it became effective on June 1, 2015,
which was partially repealed on December 30, 2019, and latest amended on March 23, 2023. The
SAFE Circular 19 expands pilot reform of the administration of the settlement of the foreign
exchange capitals of foreign-invested enterprises nationwide. On June 9, 2016, SAFE further
promulgated the Circular on Reforming and Standardizing the Foreign Exchange Settlement
Management Policy of Capital Account (ഄ
‘) (the “ SAFE Circular 16 ”), which, among other things, amends certain provisions of
SAFE Circular 19 and was partially amended on December 4, 2023. Pursuant to SAFE Circular 19
and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency
denominated registered capital of a foreign-invested company is regulated such that Renminbi
capital may not be used for business beyond its business scope or to provide loans to persons other
than affiliates unless otherwise permitted under its business scope.
On October 23, 2019, SAFE issued the Circular on Further Facilitating Cross-border Trade
and Investment (‘) (the “ SAFE
Circular 28 ”), which cancels the restrictions on domestic equity investments by capital fund of
non-investment foreign invested enterprises and allows non-investment foreign invested enterprises
to use their capital funds to lawfully make equity investments in the PRC, provided that such
investments do not violate the Negative List and the target investment projects are genuine and in
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compliance with laws. According to the Circular on Optimizing Administration of Foreign
Exchange to Support the Development of Foreign-related Business (Ꮄʷ̮
‘) (the “ SAFE Circular 8 ”), issued by SAFE on April 10, 2020,
under the prerequisite of ensuring true and compliant use of funds and compliance with the
prevailing administrative provisions on use of income under the capital account, eligible enterprises
are allowed to make domestic payments by using their capital funds, foreign credits and the income
under capital accounts of overseas listing, without prior provision of the evidentiary materials
concerning authenticity to the bank for each transaction.
PRC LA WS AND REGULATIONS ON TAXATION
Enterprise Income Tax
Pursuant to the Enterprise Income Tax Law of the PRC (‘)
(the “ EIT Law ”) latest amended by the SCNPC and came into effect on December 29, 2018 and
the Regulations on the Implementation of the EIT Law (ૢ
Է‘) latest amended by the State Council on December 6, 2024 and came into effect on January
20, 2025, a domestic enterprise which is established within Chinese Mainland in accordance with
the laws or established in accordance with any laws of foreign countries (regions) but with an actual
management entity within Chinese Mainland shall be regarded as a resident enterprise. A resident
enterprise shall be subject to a tax rate of 25% of any income generated within or outside Chinese
Mainland. A preferential tax rate shall be applicable to any key industry or project which is
supported or encouraged by the State. High and new technology enterprises which are supported by
the State may enjoy a reduced tax rate of 15%.
Value-Added Tax
On December 25, 2024, the SCNPC issued the V alue-Added Tax Law of the PRC ( ʕശɛ
‘) (the “ V AT Law”), which shall become effective from January 1, 2026.
According to the V A T Law, any entities and individuals (including individual businesses) engaged
in the sale of goods, services, intangible assets and immovables and importation of goods within the
territory of the PRC are V A T payers and shall pay V A T in accordance with the V A T Law. Except for
taxpayers’ export of goods, the sale of services or intangible assets within the scope as prescribed
by the State Council by domestic entities and individuals across national borders and other
circumstances specified for by the State Council, the rate of V A T for sale of goods, labor services
of processing, repair or replacement, or tangible movable property leasing services or import of
goods is 13% unless otherwise specified, such as the rate of V A T for sale of agricultural products
is 9%, and the rate of V A T for sale of transportation, postal, basic telecommunications, construction,
or immovable leasing services, sale of immovables, or transfer of the rights to use land is 9%. In
addition to the above circumstances, the rate of V A T for sale of services or intangible assets is 6%.
Tax on Dividends
For Individual Investors
According to the Individual Income Tax Law of the PRC (‘)
(the “ Individual Income Tax Law ”), amended by the SCNPC on August 31, 2018 and effective on
January 1, 2019, and the Implementation Rules of the Individual Income Tax Law of the PRC ( ʕ
ૢԷ‘) amended by the State Council on December 18, 2018 and
effective on January 1, 2019, dividends paid by PRC companies to individual investors are
ordinarily subject to a withholding income tax levied at a flat rate of 20%. Meanwhile, according
to the Notice on Issues Concerning Differentiated Individual Income Tax Policies on Dividends and
Bonus of Listed Companies (‘)
issued by the MOF, the State Administration of Taxation (the “ SAT”) and the CSRC on September
7, 2015 and effective on September 8, 2015, where an individual holds the shares of a listed
company obtained from the public offering for more than one year and transfers the stock of the
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listed company on the stock market, the dividend and bonus income shall be temporarily exempted
from individual income tax. Where an individual acquires shares of a listed company from the
public offering and transfers the stock of the listed company on the stock market, if the holding
period is within one month (inclusive), the dividend income shall be included in the taxable income
in full; if the holding period is more than one month but less than one year (inclusive), the dividend
income shall be included in the taxable income at the rate of 50%; the aforesaid income shall be
subject to individual income tax at a uniform rate of 20%.
Pursuant to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with respect to Taxes on Income (ᅄ೼ձԣ˟ਊဍ೼
τર‘), or the Arrangement for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income, executed on August 21, 2006, the PRC government may
impose tax on dividends paid by a PRC company to a Hong Kong resident (including natural person
and legal entity), but such tax shall not exceed 10% of the total amount of dividends payable. If a
Hong Kong resident directly holds 25% or more of the equity interests in a PRC company and the
Hong Kong resident is the beneficial owner of the dividends and meets other conditions, such tax
shall not exceed 5% of the total amount of dividends payable by the PRC company. The Fifth
Protocol to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with Respect to Taxes on Income (ᅄ೼ձԣ˟ਊ೼ဍ
ࣣ֛or the Fifth Protocol, issued by the SA T and effective on December 6,
2019 provides that such provisions shall not apply to arrangements or transactions made for one of
the primary purposes of obtaining such tax benefits.
For Enterprise Investors
Pursuant to the EIT Law and the Regulations on the Implementation of the EIT Law, or the
Implementation Rules of the EIT Law, a non-resident enterprise is subject to a reduced rate of 10%
enterprise income tax on PRC-sourced income, including dividends paid by a PRC resident
enterprise that issues and lists shares in Hong Kong, if such non-resident enterprise does not have
an establishment or place of business in the PRC or has an establishment or place of business in the
PRC but the PRC-sourced income is not actually connected with such establishment or place of
business in the PRC. The aforesaid income tax payable by non-resident enterprises shall be withheld
at source, and the payer shall be the withholding agent, and the tax shall be withheld by the
withholding agent from the payment or due payment every time it is paid or due. Such tax may be
reduced or exempted pursuant to an applicable treaty for the avoidance of double taxation.
Pursuant to the Notice on the Issues Concerning Withholding the Enterprise Income Tax on
the Dividends Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas
Non-resident Enterprises (͏ΆุΣྤ̮H˾ϔ˾ᖮΆุ
‘) issued by the SA T and effective on November 6, 2008, a PRC resident
enterprise is required to withhold enterprise income tax at a rate of 10% on dividends paid to
non-PRC resident enterprise holders of H Shares which are derived out of profit generated since
2008. The Reply on the Collection of Enterprise Income Tax on Dividends Received by
Non-resident Enterprises from Holding B Shares and Other Shares (͏Άุ՟੻Bഃ
ҭᔧ‘) promulgated by the SA T and effective July 24, 2009
further provides that PRC-resident enterprises listed on Chinese and overseas stock exchanges by
issuing stocks (including A shares, B shares and overseas shares) must withhold enterprise income
tax at a flat rate of 10% on dividends of 2008 and onwards that it distributes to non-resident
enterprise shareholders. Such tax rates may be further modified pursuant to the tax treaty or
agreement that China has concluded with a relevant jurisdiction, where applicable.
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According to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with respect to Taxes on Income, the PRC government may impose tax on dividends paid by a PRC
company to a Hong Kong resident (including natural person and legal entity), but such tax shall not
exceed 10% of the total dividends payable by the PRC company. If a Hong Kong resident directly
holds 25% or more of equity interest in a PRC company and the Hong Kong resident is the
beneficial owner of the dividends and meets other conditions, such tax shall not exceed 5% of the
total dividends payable by the PRC company. The Fifth Protocol provides that such provisions shall
not apply to arrangements or transactions made for one of the primary purposes of obtaining such
tax benefits.
Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from dividends
paid to non-PRC resident enterprise holders of our H Shares. Non-PRC resident enterprises that are
entitled to be taxed at a reduced rate under an applicable income tax treaty will be required to apply
to the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty
rate, and payment of such refund will be subject to the PRC tax authorities’ verification.
Tax Related to Equity Transfer Income
For Individual Investors
Under the Individual Income Tax Law and its implementation rules, individuals are subject to
individual income tax at a rate of 20% on gains realized on the sale of equity interests in PRC
resident enterprises. Pursuant to the Circular on Continuing the Temporary Exemption of Individual
Income Tax on Gains from Share Transfers by Individuals (੻ᘱᚃᅲеᅄϗ
‘), which was promulgated by the MOF and the SA T and became effective on
30 March 1998, from 1 January 1997, income of individuals from the transfer of shares in listed
companies continues to be temporarily exempted from individual income tax. The SA T does not
specify whether to continue to exempt individuals from personal income tax on the income from the
transfer of shares in listed company in the newly revised Individual Income Tax Law and
Implementation Rules of the Individual Income Tax Law.
For Enterprise Investors
Under the EIT Law and its implementation rules, a non-PRC resident enterprise is subject to
enterprise income tax at the rate of 10% with respect to PRC-sourced income, including gains
derived from the disposal of shares in a PRC resident enterprise, if it does not have an establishment
or premises in the PRC or has an establishment or premises in the PRC but the PRC-sourced income
is not actually connected with such establishment or premises in the PRC. The aforementioned
income tax payable by non- PRC resident enterprises is subject to source withholding, and the payer
is the withholding agent.
Stamp Duty
According to the Stamp Duty Law of the PRC (‘), which was
promulgated on June 10, 2021 and came into effect on July 1, 2022, all entities and individuals who
make taxable documents and conduct securities transactions within the territory of the PRC are the
taxpayers of stamp duty and shall pay stamp duty. All entities and individuals who make taxable
documents outside the territory of the PRC to be used within the territory of the PRC shall pay
stamp duty. The disposal of H Shares by non-Chinese Mainland investors outside of the Chinese
Mainland is not subject to the requirements of the Stamp Duty Law of the PRC.
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PRC ANTI-CORRUPTION LA WS
Since the early 1990s, the legislative authorities at different levels in the PRC have
promulgated certain laws and regulations in respect of commercial bribery. According to the
Anti-Unfair Competition Law of the PRC (‘) (the “ Anti-Unfair
Competition Law ”), which was last amended on June 27, 2025 by the SCNPC, and will come effect
on October 15 2025, operators practicing bribery by offering money or property or other means for
the purposes of selling or buying goods commit a criminal offence. According to the Criminal Law
of the PRC (‘), anyone who offers money or property to national servants
for the purposes of seeking illegitimate benefits may commit a criminal offence and may be
imposed on criminal penalty.
PRC LA WS AND REGULATIONS RELATING TO CUSTOMS DECLARATION
The Customs Law of the PRC (‘) was promulgated by the SCNPC
on January 22, 1987 and effective from July 1, 1987, and last amended on April 29, 2021, and
stipulates that the customs of the PRC is a governmental organization responsible for supervision
and control over all arrivals in and departures from the customs territory. All the transports, goods
and articles shall enter into or exit from the territory of the PRC at a place where a customs office
is established. The customs declaration and duty payment formalities may be undergone by the
consignees or consignors of imported and exported goods, or by the customs clearing enterprises
entrusted by such consignees or consignors. The consignees or consignors of imported and exported
goods and the customs clearing enterprises shall file records with the customs when undergoing
customs declaration formalities, otherwise fines may be imposed by the customs.
Pursuant to the Regulations on the Administration of Import and Export of Goods of the PRC
(ආ̈ɹ၍ଣૢԷ‘) promulgated by the State Council on December 10,
2001 and last amended on March 10, 2024, which came into effect on May 1, 2024, enterprises
engaged in the trade activities of importing goods into the territory of the PRC or exporting goods
outside of the PRC must comply with the Regulations on the Administration of Import and Export
of Goods.
PRC LA WS AND REGULATIONS ON FIRE CONTROL AND ENVIRONMENTAL
PROTECTION
Fire Control
Fire control pursuant to the Fire Control Law of the PRC (‘)
promulgated by the SCNPC on April 29, 1998, and last amended on April 29, 2021 and effective
therefrom, the Ministry of Emergency Management under the State Council and the local people’s
governments at or above county level shall supervise and administer the matters of fire protection,
while the fire control and rescue institutions of such people’s governments shall be responsible for
implementation. The design of fire control of the construction projects must comply with the
national technical standards of fire control. If the design of fire control of a construction project has
not been examined pursuant to the relevant laws or failed to pass the examination, the construction
of such project is not allowed. If a completed construction project has not gone through the fire
safety inspection or failed to satisfy the requirements of fire safety upon inspection, such project
is not allowed to be put to use or business.
Environment Protection
The Environmental Protection Law of the PRC (‘), which was
promulgated by the SCNPC on December 26, 1989, came into effect on the same day and last
amended on April 24, 2014 and came into effect on January 1, 2015, outlines the authorities and
duties of various environmental protection regulatory agencies. The Ministry of Ecology and
Environment is authorized to issue national standards for environmental quality and emissions, and
to monitor the environmental protection scheme of the PRC. Meanwhile, local environment
protection authorities may formulate local standards which are more rigorous than the national
standards, in which case, the concerned enterprises must comply with both the national standards
and the local standards.
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Environmental Impact Appraisal
According to the Administration Rules on Environmental Protection of Construction Projects
(ᚐ၍ଣૢԷ‘) (the “ Construction Environmental Protection Rule ”), which
was promulgated by the State Council on November 29, 1998, amended on July 16, 2017 and
became effective on October 1, 2017, depending on the impact of the construction project on the
environment, an construction employer shall submit an environmental impact report or an
environmental impact statement, or file a registration form.
According to the Environmental Impact Appraisal Law of PRC ( ʕശɛ͏΍ձ਷ᐑྤᅂᚤ
‘), which was promulgated by the SCNPC on October 28, 2002, amended on July 2, 2016
and December 29, 2018, for any construction projects that have an impact on the environment, an
entity is required to produce either a report, or a statement, or a registration form of such
environmental impacts depending on the seriousness of effect that may be exerted on the
environment.
Pollutant Discharges Permitting Administration
Pursuant to the provisions of the Regulation on the Administration of Permitting of Pollutant
Discharges ( રϮ஢̙၍ଣૢԷ‘) promulgated on January 24, 2021 and effective on March 1,
2021, and the Measures for Pollutant Discharge Permitting Administration (‘)
promulgated on April 1, 2024 and became effective on July 1, 2024, the PRC implements the
classified pollutant discharge permit management (i.e., key management, simplified management
and registration management) on pollutant discharges of enterprises based on factors such as the
volume of pollutants generated, the amount of pollutant discharged and the degree of impact on the
environment.
Disposal of Hazardous Waste
Pursuant to the Law on the Prevention and Control of Environmental Pollution Caused by
Solid Waste of the PRC (‘), which was promulgated
by the SCNPC on October 30, 1995 and was latest amended on April 29, 2020 and became effective
on September 1, 2020, entities generating hazardous waste shall store, utilize and dispose hazardous
waste according to the relevant requirements of the state and environmental protection standards,
and shall not dump or pile up hazardous waste without authorization.
PRC LA WS AND REGULATIONS ON THE MANAGEMENT OF LEASED HOUSING
Pursuant to (i) the Law on Administration of Urban Real Estate of the PRC ( ʕശɛ͏΍ձ
‘), promulgated by the SCNPC on July 5, 1994 and latest amended on August
26, 2019 and took effect on January 1, 2020, and (ii) the Administrative Measures on Leasing of
Commodity Housing (‘), promulgated by the Ministry of Housing and
Urban-Rural Development on December 1, 2010 and came into effect on February 1, 2011, when
leasing premises, the lessor and lessee are required to enter into a written lease contract, containing
such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights
and obligations of both parties. Both the lessor and the lessee shall complete property leasing
registration and filing formalities within 30 days from the execution of the property lease contract
with the real estate administration department where the leased property is located.
PRC LA WS AND REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE
Employment
The PRC Labor Law (‘) (the “ Labor Law ”) was promulgated by
the SCNPC on July 5, 1994, implemented on January 1, 1995, and most recently revised and
implemented on December 29, 2018. The Labor Law stipulates matters related to promoting
employment, labor contracts, working hours, rest and leave, wages, labor safety and hygiene,
special protection for female and minor workers, vocational training, social insurance and welfare,
labor disputes, supervision and inspection, as well as legal liabilities.
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The PRC Labor Contract Law (‘) (the “ Labor Contract
Law”) was issued by the SCNPC on June 29, 2007, implemented on January 1, 2008, and most
recently revised on December 28, 2012, with the revision taking effect on July 1, 2013. The
Implementation Regulation of the Labor Contract Law of the PRC (ج
ૢԷ‘) were issued and implemented by the State Council on September 18, 2008. According
to the aforementioned law and regulation, a written labor contract shall be established when forming
a labor relationship. Wages must not be lower than the local minimum wage standard and must be
paid to employees promptly.
Social Insurance
The PRC Social Insurance Law (‘) (the “ Social Insurance
Law”) issued by the SCNPC in 2010 and latest amended on December 29, 2018, has established
social insurance systems of basic pension insurance, basic medical insurance, work-related injury
insurance, unemployment insurance and maternity insurance and has elaborated in detail the legal
obligations and liabilities of employers who fail to comply with relevant laws and regulations on
social insurance. According to the Social Insurance Law and the Provisional Regulations on
Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ‘)
promulgated by the State Council on January 22, 1999 and most recently amended on March 24,
2019 and effective from the same date, enterprises shall register social insurance with local social
insurance and pay or withhold relevant social insurance for or on behalf of its employees. Any
employer that fails to make social insurance contributions may be ordered to rectify the
non-compliance and pay the required contributions within a prescribed time limit and be subject to
a late fee.
Housing Provident Fund
Pursuant to the Regulations on Administration of Housing Provident Fund (၍
ଣૢԷ‘), which was promulgated on April 3, 1999 and last revised on March 24, 2019, employers
in Chinese Mainland shall provide their employees with housing provident fund. Employers who
fail to contribute to the above housing provident funds may be ordered to make full payment within
a prescribed time period by the housing provident fund management center. If an employer fails to
make the payment towards the housing provident funds within a prescribed time limit, an
application may be made to a people’s court for compulsory enforcement.
PRC LA WS AND REGULATIONS ON INFORMATION SECURITY AND DATA
PROTECTION
Personal Information Protection
According to the Civil Code, personal information of an individual shall be protected by the
law. Any organization or individual that needs to obtain personal information of others shall obtain
such information legally and ensure the safety of such information, and shall not illegally collect,
use, process or transmit personal information of others, or illegally purchase or sell, provide or
publish personal information of others.
The Personal Information Protection Law of the PRC (‘)
(the “ Personal Information Protection Law ”), which was promulgated by the SCNPC on August
20, 2021 and became effective on November 1, 2021 requires that the processing of personal
information should have a clear and reasonable purpose and should be limited to the minimum
scope necessary to achieve the processing purpose, adopt a method that has the least impact on
personal rights and interests, and shall not process personal information that is not related to the
processing purpose.
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Privacy Data Security and Data Export
On June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC ( ʕശɛ͏
‘) (the “ Data Security Law ”) which became effective on September 1, 2021.
The Data Security Law mainly sets forth specific provisions regarding establishing basic systems
for data security management, including data classification and hierarchical protection system, risk
assessment system, monitoring and early warning system and emergency disposal system.
On December 28, 2021, the Cyberspace Administration of China (the “ CAC”), jointly with 12
other administrative authorities, promulgated the revised Measures for Cybersecurity Review ( ၣ
‘) (the “ MCR”), which became effective on February 15, 2022. According to the
MCR, the purchase of cyber products and services by the Critical Information Infrastructure
Operator (the “ CIIO ”), and the data processing activities carries out online platform operators
which affects or may affect national security, shall be subject to the cybersecurity review by the
Cybersecurity Review Office. On September 24, 2024, the State Council promulgated the
Administration Regulations on Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ‘) (the “ Data
Security Regulations ”), which came into effect on January 1, 2025. The Data Security Regulations
reiterate and refine the general regulations for cyber data processing activities, rules of personal
information protection, important data security protection, cyber data cross-border transfer
management, and the responsibilities of online platform service providers.
On March 22, 2024, the CAC promulgated the Provisions on Promoting and Regulating
Cross-Border Data Flows (‘), effective on the date of
promulgation. The provisions provide several exemptions from undergoing data security
assessment, obtaining personal information protection certification or entering into standard
contract for outbound transfer of personal information for businesses.
PRC LA WS AND REGULATIONS ON INTELLECTUAL PROPERTY RIGHT
Patents
The Patent Law of the PRC (‘) was enacted by the SCNPC on
March 12, 1984, implemented on April 1, 1985, and most recently revised on October 17, 2020,
with implementation from June 1, 2021. The Detailed Rules for the Implementation of the Patent
Law of the PRC (‘) were issued by the State Council on June
15, 2001, implemented on July 1, 2001, and most recently revised on December 11, 2023, with
implementation from January 20, 2024. According to these laws, regulations and detailed rules,
patents in China are categorized into three types: invention patents, utility model patents and design
patents. The term of an invention patent right is 20 years, the term of a utility model patent is 10
years, and the term of a design patent is 15 years, all of which are calculated from the filing date.
Exploiting a patent without the permission of the patent holder constitutes an infringement of their
patent rights.
Trademarks
The Trademark Law of the PRC (‘) was promulgated by the
SCNPC on August 23, 1982, implemented on March 1, 1983, and most recently revised on April 23,
2019, with implementation from November 1, 2019. The Regulations for the Implementation of the
Trademark Law of the PRC (ૢԷ‘) were issued by the State
Council on August 3, 2002, implemented on September 15, 2002, and most recently revised on April
29, 2014, with implementation from May 1, 2014. According to these laws and regulations, the
validity period of a registered trademark is 10 years from the date of approval. Trademark
registrants may authorize others to use their registered trademarks by signing trademark licensing
agreements.
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Domain Names
The Administrative Measures for the Internet Domain Name (‘) were
issued by the Ministry of Industry and Information Technology (the “ MIIT ”) on August 24, 2017,
and implemented on November 1, 2017. Domain name registration is processed through domain
name root servers and their operating institutions, domain name registration management
institutions and domain name registration service institutions established in accordance with the
relevant regulations.
Copyrights
Copyright in the PRC, including copyrighted software, is principally protected under the
Copyright Law of the PRC (‘) (the “ Copyright Law ”) which became
effective in 1991 and was most recently amended on November 11, 2020 and took effect on June
1, 2021, and related rules and regulations. In order to further implement the Regulations for the
Protection of Computer Software (ᚐૢԷ‘) promulgated by the State Council on
December 20, 2001 and last amended on January 30, 2013, the National Copyright Administration
issued the Registration of Computer Software Copyright Procedures (ၑዚழ΁ഹЪᛆ೮া፬
‘) on February 20, 2002, which applies to software copyright registration, license contract
registration and transfer contract registration with respect to software copyright.
OVERVIEW OF LA WS AND REGULATIONS IN THE UNITED STATES
This section summarizes the principal laws and regulations in the United States that are
relevant to our business.
Patent Term Restoration and Marketing Exclusivity
After approval, owners of relevant drug or biological product patents may apply for up to a
five-year patent extension to restore a portion of patent term lost during product development and
FDA review of an NDA or a BLA if approval of the application is the first permitted commercial
marketing or use of a biologic containing the active ingredient under the Drug Price Competition
and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act. The allowable
patent term extension is calculated as one-half of the product’s testing phase, which is the time
between IND and NDA/BLA submission, and all of the review phase, which is the time between
NDA/BLA submission and approval, up to a maximum of five years. The time can be shortened if
the FDA determines that the applicant did not pursue approval with due diligence. The total patent
term after the extension may not exceed more than 14 years from the date of FDA approval of the
product. Only one patent claiming each approved product is eligible for restoration, only those
claims covering the approved product, a method for using it, or a method for manufacturing it may
be extended, and the patent holder must apply for restoration within 60 days of approval. The
USPTO, in consultation with the FDA, reviews and approves the application for patent term
restoration. For patents that might expire during the application phase, the patent owner may request
an interim patent extension. An interim patent extension increases the patent term by one year and
may be renewed up to four times. For each interim patent extension granted, the post-approval
patent extension is reduced by one year. The director of the USPTO must determine that approval
of the drug candidate covered by the patent for which a patent extension is being sought is likely.
Interim patent extensions are not available for a drug candidate for which an NDA or a BLA has
not been submitted.
Laws and Regulations in Relation to Outbound Investment
On October 28, 2024, the U.S. Department of the Treasury issued final regulations (the “Final
Rule”) to implement Executive Order 14105, “Addressing United States Investments in Certain
National Security Technologies and Products in Countries of Concern” (August 9, 2023). The Final
Rule took effect on January 2, 2025, which prohibits or requires notification of certain investments
by “U.S. persons” or their foreign subsidiaries in “covered foreign persons,” which are defined as
certain individuals or entities associated with a country of concern that are engaged in, or associated
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with parties engaged in, activities involving semiconductors and microelectronics, quantum
information technologies, or artificial intelligence. The Final Rule applies if the covered foreign
person or a related party is working with specified technologies in one of these fields. The Final
Rule includes in covered activities the development of AI systems for military end use, government
intelligence or mass-surveillance end use, cybersecurity applications, digital forensics tools,
penetration testing tools, control of robotic systems, or trained using a quantity of computing power
greater than 10^23 computational operations. None of our AI systems meet any of these
descriptions, and we train them all at a power below 10^23.
On February 21, 2025, U.S. President Donald J. Trump issued a memo entitled the “America
First Investment Policy” (the “ America First Memo ”), outlining the ongoing review and
consideration of potential new or expanded restrictions on U.S. outbound investment in the PRC in
sectors such as biotechnology, hypersonics, aerospace, advanced manufacturing, and directed
energy. The America First Memo also contemplates potential restrictions on investments in publicly
traded securities by pension funds, university endowments and other limited partner investors. We
will continue to monitor the future indications of such policies and assess relevant risks.
Regulations on Cybersecurity, Information Security, Privacy and Data Protection
In the United States, various federal regulators, including governmental agencies like the
Federal Trade Commission, and states and state regulators, including in California, have adopted,
or are considering adopting, laws and regulations concerning personal information and data security
that we will need to navigate if and when we consider expanding the scope of our United States
operations. This patchwork of legislation and regulation has given, and will likely continue to give,
rise to conflicting or differing legal and regulatory obligations with respect to personal privacy
rights. For example, certain state laws may be more stringent or broader in scope, or offer greater
individual rights, with respect to personal information than federal, international or other state laws,
and such laws may differ from each other, all of which may complicate compliance efforts. One
such comprehensive privacy law in the United States is the California Consumer Privacy Act, which
has since been amended by the California Privacy Rights Act (the “CPRA”) that came into effect
on January 1, 2023 (collectively, the “CCPA”). Among other things, the CCPA requires companies
that process personal information of California residents to make detailed disclosures to consumers
about such companies’ data collection, use and sharing practices, and gives California residents
rights to access, correct and delete their personal information and to opt out of certain personal
information sharing with and/or sales to, third parties. The CCPA provides for civil penalties for
violations, as well as a private right of action for certain data breaches that result in the loss of
personal information, which is expected to increase the likelihood of, and risks associated with, data
breach litigation.
As referenced above, following California’s passage of the CCPA, other states have followed
suit in passing similar laws. For example, in recent years, regulators have introduced new state laws
in Colorado, Virginia, Utah, Connecticut, Florida and Texas, which generally give the applicable
state’s residents rights over the collection, use and disclosure of their personal information. These
laws may lead other states or even the United States Congress to pass comparable legislation to
which we may become subject. The effects of the CPRA, the CCPA and other similar statutes or
federal laws, are significant, and if we expand our United States operations, may require us to
modify our data processing practices and policies and incur substantial compliance-related costs
and expenses that are likely to increase over time. Additionally, many laws and regulations relating
to privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of
data are subject to varying degrees of enforcement and new and changing interpretations by courts
and may require us to divert resources from other initiatives and projects to address these evolving
compliance and operational requirements. These and other laws or regulations relating to privacy,
data protection and information security, particularly any new or modified laws or regulations, or
changes to the interpretation or enforcement of such laws or regulations, any of which may require
enhanced protection of certain types of data or new obligations with regard to data retention,
transfer, or disclosure, could greatly increase the cost of providing our services and require
significant changes to our operations, which may have a material and adverse impact on our
business, financial condition and results of operations.
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OVERVIEW
We are a pioneer in AI-empowered nanomaterial innovation, dedicated to the delivery and
application of functional payloads across life forms with the commitment to unlocking a healthier
world through AI-driven nanotechnology. Our history can be traced back to 2020 with the
establishment of our Company as a limited liability company under the PRC Company Law by our
Co-founders Dr. Lai, Dr Chen and Dr. Wang through their controlled entities. Our Company was
converted to a joint stock limited company on June 30, 2025.
BUSINESS DEVELOPMENT MILESTONES
The following table summarizes the key milestones in our business development:
Y ear Milestone
2020 /H1118/H1118/H1118We began our research on AI-driven nanomaterial delivery platforms
We developed AiTEM, a proprietary AI-driven small molecule formulation
optimization platform
We established our Hangzhou research centre for AI infrastructure and drug
development
2021 /H1118/H1118/H1118We initiated the project on the development of MTS-004, our most advanced candidate
in our pipeline. For the avoidance of doubt, MTS-004 does not contain nanomaterials-
based delivery systems such as LNPs but its formulation still involves interactions at
a nanoscale level between the active pharmaceutical ingredients and other drug
components.
We established our Beijing research centre for nanomaterial development, marking a
strategic pivot toward RNA therapeutics
2022 /H1118/H1118/H1118We completed setup, optimization, and internal validation of the Datalots platform to
support LNP discovery
We received IND approval by NMPA and completed Phase I clinical trial for our
MTS-004
2023 /H1118/H1118/H1118We discovered lead liver-targeted LNP , which was incorporated into MTS-105
We developed our AI-driven RNA design platform and we improved our AiRNA
platform
2024 /H1118/H1118/H1118We developed a first-in-class muscle-targeted LNP , demonstrating cellular-level
delivery in muscle tissue
We discovered an NHP-translatable lung-targeted LNP , validated for deep lung tissue
transfection
We completed Phase III clinical trial for MTS-004
2025 /H1118/H1118/H1118We identified a dual-targeting LNP that can deliver to both liver and lymphoid organs,
which was incorporated into MTS-109
We developed METiS AI Agent which enables in-house scientists to seamlessly interact
with the full capabilities of our AI-driven nanomaterial platform discovery engine
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OUR MAJOR SUBSIDIARIES
As of the Latest Practicable Date, our Company had seven major operating subsidiaries. The
place of incorporation, the date of establishment and commencement of business, and principal
business activities of each of the major subsidiaries during the Track Record Period are shown
below:
Name of major subsidiary
Place of
incorporation
Date of
Incorporation and
commencement of
business Principal business activities
Hangzhou Jitai /H1118/H1118/H1118/H1118/H1118PRC July 4, 2025 Drug research and
development
Beijing Jitai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC September 18, 2021 Operation of AiLNP
platform, drug research
and development
Metis Therapeutics /H1118/H1118/H1118U.S. October 23, 2019 Overseas business
expansion platform
Metis HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hong Kong April 5, 2024 Overseas business
expansion platform
Metis Australia /H1118/H1118/H1118/H1118/H1118Australia May 6, 2024 Clinical trial platform in
Australia
Suzhou Jitai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC March 22, 2023 Research and development
of mRNA therapeutics
Shanghai Jitai /H1118/H1118/H1118/H1118/H1118/H1118PRC November 21, 2022 Drug research and
development
ESTABLISHMENT AND DEVELOPMENT OF OUR COMPANY
(1) Establishment of our Company
On January 10, 2020, our Company was established by Metis Pharmaceuticals HK Limited as
its sole shareholder, a company ultimately jointly controlled by Dr. Lai, Dr. Chen and Dr. Wang, as
a limited liability company under the laws of the PRC, with an initial registered capital of RMB7
million.
(2) Major Shareholding Changes of Our Company and Pre-IPO Investments
The major shareholding changes of our Company are set out below:
(a) Capital changes and equity transfers between April 2020 and August 2023
Between April 2020 and August 2023, the registered capital of our Company was changed
from RMB7 million to RMB80 million pursuant to the relevant Shareholders’ resolutions or the
relevant capital increase agreement(s).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Pursuant to the equity transfer agreements dated June 25, 2023 entered into between Metis
Pharmaceuticals HK Limited, as the transferor, and each of the transferees below, respectively, the
following transfers of equity interest in our Company were agreed, which were completed on the
same date:
Transferor Transferees
Registered capital
transferred Consideration
(RMB) (RMB)
Metis Pharmaceuticals
HK Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Scientia HK 8,727,846.12 8,727,846.12
Dr. Chen 6,691,348.60 6,691,348.60
Dr. Wang 3,491,138.30 3,491,138.30
Nanjing Chengtai Y uxin 6,629,899.07 6,629,899.07
Delos Holding 1,600,000.00 1,600,000.00
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,140,232.09 27,140,232.09
(b) Pre-IPO Investments
During the period from February 2020 to July 2025, we underwent rounds of Pre-IPO
Investments and equity transfers among our shareholders and the Pre-IPO Investors. See “—
Pre-IPO Investments” below for details.
(3) Historical Offshore Corporate Structure
To facilitate offshore financings to support our business growth and working capital needs and
in view of our global vision, we adopted an offshore red-chip holding structure, pursuant to which
the then Shareholders indirectly held interests in our Company through Metis Pharmaceuticals Inc
(the “ Cayman Holdco ”), an exempted company with limited liability incorporated under the laws
of the Cayman Islands on October 2, 2019. From February 2020 to January 2022, we went through
rounds of Pre-IPO Investments and equity transfers among our Shareholders and the Pre-IPO
Investors at the level of the Cayman Holdco from Series Angel Financing to Series B Financing. For
further details on our Pre-IPO Investments, please refer to the sub-section headed “— Pre-IPO
Investments” below.
Pursuant to a restructuring agreement dated April 24, 2023 entered between, among others, the
Cayman Holdco, shareholders of the Cayman Holdco and our Company, the offshore red-chip
holding structure of our Company was unwound to streamline the shareholding structure of the
Company, and the shareholding in the Cayman Holdco was flipped down to the level of the
Company. As of the Latest Practicable Date, the Cayman Holdco has been de-registered.
(4) Conversion into a Joint Stock Limited Company
On May 23, 2025, our shareholders passed resolutions approving, among other matters, the
conversion of our Company from a limited liability company into a joint stock limited company.
Pursuant to the promoters’ agreement dated May 29, 2025 entered into by all the then Shareholders
as promoter, all promoters approved the conversion of RMB1,549,679,129.88 in the net assets value
of our Company as of February 28, 2025 into 87,850,667 Shares of our Company at the conversion
ratio of 1:0.0567. On May 29, 2025, our Company convened our founding meeting, being the first
general meeting of our Company in 2025, and passed related resolutions approving, among others,
the conversion of our Company into a joint stock limited company and the relevant internal rules.
Upon completion of the conversion, the registered capital of our Company became RMB87,850,667
divided into 87,850,667 Shares with a nominal value of RMB1.00 each, which were subscribed by
all the then Shareholders in proportion to their respective equity interests in our Company before
the conversion. The conversion was completed on June 30, 2025 when our Company obtained a new
business license.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(5) Share Subdivision
We expect to conduct the Share Subdivision immediately prior to the Listing, pursuant to
which each of our Share with par value of RMB1.00 will be subdivided into ten Shares with par
value of RMB0.10 each. Upon completion of such Share Subdivision, the registered capital of our
Company, which was RMB95,128,485 as of the date of this Prospectus, will be divided into
951,284,850 Shares with par value of RMB0.10 per Share, which will be subscribed by all our then
Shareholders in proportion to their respective equity interests in our Company immediately before
the Listing, and the number of our issued Shares will be 951,284,850, without taking into
consideration the new Shares to be issued for the Global Offering.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and up to the Latest Practicable Date, we did not conduct any
acquisitions, disposals or mergers that we consider to be material to us.
CONCERT PARTY AGREEMENT
On June 25, 2023, the AIC Parties, namely Dr. Lai, Dr. Wang, Dr. Chen and Scientia HK,
entered into the AIC Agreement, pursuant to which they agreed to act in concert with respect to all
the matters concerning the Company (the “ Concerted Matters ”), and Dr. Chen and Dr. Wang
further agreed to act in concert with, and follow the views and decisions of, Dr. Lai and/or Scientia
HK, when making decisions or casting votes on the Concerted Matters.
REASONS FOR THE LISTING
Our Company is seeking a listing of its H Shares on the Stock Exchange in order to provide
further capital for the development and expansion of our Company’s business, to strengthen our
Company’s working capital and to further raise our business profile and global presence. For further
details of our future plans, see “Future Plans and Use of Proceeds.”
EMPLOYEE INCENTIVE PLATFORMS
In recognition of the contributions of our employees and consultants and to incentivize them
to further promote our development, we have adopted the 2023 Equity Incentive Plan, the 2025
Equity Incentive Plan, the 2025 Restricted Share Plan and the Pre-IPO Share Option Scheme. For
further details, please refer to the section headed “Statutory and General Information.” Delos
Holding, Nanjing Chengtai Y uxin, Hangzhou Shengtai, Dechi Holding and Beijing Y uhetai are our
Employee Incentive Platforms. In terms of the form of equity incentives, (i) the participants of the
2023 Equity Incentive Plan, the 2025 Equity Incentive Plan and the 2025 Restricted Share Plan shall
be given partnership/shareholding interests of the relevant Employee Incentive Platforms (i.e. (a)
Nanjing Chengtai Y uxin and Delos Holding in respect of the 2023 Equity Incentive Plan, (b)
Hangzhou Shengtai and Beijing Y uhetai in respect of the 2025 Equity Incentive Plan and (c) Dechi
Holding in respect of the 2025 Restricted Share Plan) as awards in the form of restricted shares; and
(ii) the participants of the Pre-IPO Share Option Scheme shall be granted share options of the
Company. As of the date of this Prospectus, (i) all awards in the form of restricted shares
corresponding to the underlying Shares held by the Employee Incentive Platforms have been
granted and the relevant grantees have been registered as a partner or a shareholder of the relevant
Employee Incentive Platforms in respect of such award; and (ii) all the share options granted under
the Pre-IPO Share Option Scheme remain outstanding. No further share awards or share options are
expected to be granted under each of the 2023 Equity Incentive Plan, the 2025 Equity Incentive
Plan, the 2025 Restricted Share Plan and the Pre-IPO Share Option Scheme after the Listing. The
capital contribution made by the partners/shareholders to the Employee Incentive Platforms was
sourced from their own funds as of the date of this Prospectus. Details of each Employee Incentive
Platform as of the date of this Prospectus are set forth below.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(1) Delos Holding
Delos Holding was incorporated in the BVI as a BVI business company on September 27,
2019 and owned 1,600,000 Shares in the Company, accounting for approximately 1.68% of our
issued Shares as of the date of this Prospectus. As of the date of this Prospectus, Delos Holding was
controlled by Dr. Lai as to approximately 38.57% and the remaining 61.43% equity interests were
held by the relevant grantees under the 2023 Equity Incentive Plan, none of whom holds 30% or
more of the equity interests therein. Delos Holding was controlled by Dr. Lai, who holds the
management shares thereof with voting rights, while the other shareholders of Delos Holding only
held participating share without carrying any voting rights and hence did not take part in the
decision making of Delos Holding. Dr. Lai is also the sole director, who is responsible for the
day-to-day decision making of Delos Holding.
(2) Nanjing Chengtai Yuxin
Nanjing Chengtai Y uxin was established in the PRC as a limited partnership on September 27,
2019, and owned 2,585,717 Shares in the Company, accounting for approximately 2.72% of our
issued Shares as of the date of this Prospectus. Nanjing Chengtai Y uxin is controlled by Dr. Wang
as its sole general partner. As of the date of this Prospectus, Nanjing Chengtai Y uxin was owned as
to approximately 8.84% by Dr. Wang as general partner, approximately 35.59% by Andong Liu ( ᄎ
؇as limited partner, and the remaining 55.57% was owned by other relevant grantees as limited
partners under the 2023 Equity Incentive Plan, none of whom holds 30% or more of the equity
interests therein.
(3) Hangzhou Shengtai
Hangahou Shengtai was established in the PRC as a limited partnership on March 16, 2023,
and owned 1,652,473 Shares in the Company, accounting for approximately 1.74% of our issued
Shares as of the date of this Prospectus. Hangzhou Shengtai is controlled by Dr. Wang as its sole
general partner. As of the date of this Prospectus, Hangzhou Shengtai was owned as to
approximately 78.82% by Dr. Wang as general partner, and the remaining 21.18% was owned by
other relevant grantees as limited partners under the 2025 Equity Incentive Plan.
(4) Dechi Holding
Dechi Holding was incorporated under the laws of the British Virgin Islands with limited
liability on September 30, 2019 and owned 1,023,259 Shares in the Company, accounting for
approximately 1.08% our issued Shares as of the date of this Prospectus. As of the date of this
Prospectus, Dechi Holding was owned as to (i) 3.91% by Dr. Lai; (ii) 44.82% by Dr. Alan Fu; (iii)
34.04% by Mr. Mark Robert Herbert; and (iv) 17.23% by three consultants of our Company. Dr. Lai
controlled Dechi Holding through the only one management share he held and he is also responsible
for the day-to-day decision making of Dechi Holding.
(5) Beijing Yuhetai
Beijing Y uhetai was established in the PRC as a limited partnership on August 5, 2025, and
owned 98,500 Shares in the Company, accounting for approximately 0.10% of our issued Shares as
of the date of this Prospectus. The general partner of Beijing Y uhetai is Nan Cao, a supervisor of
certain of our subsidiaries. None of the general partner or limited partners holds 30% or more of
the partnership interests in Beijing Y uhetai as of the date of this Prospectus.
For further details of the Employee Incentive Schemes, see section headed “Appendix V —
Statutory and General Information — Further Information about our Directors, Senior Management
and Substantial Shareholders — 5. Employee Incentive Schemes.”
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PRE-IPO INVESTMENTS
1. Overview
We underwent rounds of Pre-IPO Investments, the details of which are set forth below:
Round Pre-IPO Investor(s) (1)
Date of
initial investment
agreement(s) and/or
equity transfer
agreement(s) Form of investment
Date of full
settlement
of consideration
Registered capital or
shares subscribed for
or acquired (2)
Amount of
consideration
paid
Total funds
raised
Pre-
money
valuation
(approx.)
Post
money
valuation (3)
(approx.)
Cost per
Share (4)
(approx.)
Discount
to the H
Share
Offer
Price (4)
Series Angel
Financing /H1118/H1118/H1118
FreeS International Holdings (Hong Kong)
Limited (“ FreeS ”)
February 21, 2020 Subscription of shares in
Cayman Holdco
February 28, 2020 15,625,000 shares of Cayman Holdco US$1,200,000 US$4,000,000 US$12
million
US$16
million
HK$0.48 95.4%
Quadrant V entures Limited Subscription of shares in
Cayman Holdco
20,833,333 shares of Cayman Holdco US$1,600,000
Chengdu Fengrui Tiantou V enture Capital
Center (Limited Partnership) (ြ˂
ҳ௴ุҳ༟ʕː(Υྫ)) (“ Chengdu
Fengrui ”)
Subscription of warrants in Cayman
Holdco (5)
Warrants to purchase 7,812,500 shares of
Cayman Holdco
US$600,000
Kunshan Fengrui Equity Investment Center
(Limited Partnership) (ᛆҳ༟ʕ
ː(Υྫ)) (“ Kunshan Fengrui ”)
Subscription of warrants in Cayman
Holdco (5)
Warrants to purchase 7,812,500 shares of
Cayman Holdco
US$600,000
Series Angel+
Financing /H1118/H1118/H1118
HSG Seed I Holdco T, Ltd. (8) (“HSG Seed
I”)
April 30, 2020 Subscription of shares in Cayman Holdco May 11, 2020 24,764,151 shares of Cayman Holdco US$2,255,459 US$3,580,093 US$19.0
million
US$22.6
million
HK$0.56 94.7%
FreeS Subscription of shares in Cayman Holdco 5,896,226 shares of Cayman Holdco US$537,014
Mr. Wang Cong Subscription of shares in Cayman Holdco 4,716,981 shares of Cayman Holdco US$429,611
Quadrant V entures Limited Subscription of shares in Cayman Holdco 3,930,818 shares of Cayman Holdco US$358,009
Series Pre-A
Financing /H1118/H1118/H1118
Lightspeed China Partners IV , L.P . November 30, 2020 Subscription of shares in Cayman Holdco December 8, 2020 31,450,472 shares of Cayman Holdco US$6 ,350,000 US$13,500,000 US$50.0
million
US$63.5
million
HK$1.25 88.1%
Evolution Fund I, L.P . Subscription of shares in Cayman Holdco 12,920,427 shares of Cayman Holdco US$2,608,695.65
Evolution Fund I
Co-investment, L.P .
Subscription of shares in Cayman Holdco 1,938,064 shares of Cayman Holdco US$391,304.35
HSG Seed I Subscription of shares in Cayman Holdco 6,686,321 shares of Cayman Holdco US$1,350,000
IMO Global Growth Fund SPC (“ IMO
Global ”)
Subscription of shares in Cayman Holdco 495,283 shares of
Cayman Holdco
US$100,000
Chengdu Fengrui Subscription of warrants in Cayman
Holdco
(5)
Warrants to purchase 1,169,418 shares of
Cayman Holdco
US$236,111.11
Kunshan Fengrui Subscription of warrants in Cayman
Holdco (5)
Warrants to purchase 3,040,487 shares of
Cayman Holdco
US$613,888.89
Quadrant V entures Limited Subscription of shares in Cayman Holdco 6,686,321 shares of Cayman Holdco US$1,350,000
XtalPi Investment Limited (“ XtalPi
Investment ”)
Subscription of shares in Cayman Holdco 2,476,412 shares of Cayman Holdco US$500,000
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 132 ---
Round Pre-IPO Investor(s) (1)
Date of
initial investment
agreement(s) and/or
equity transfer
agreement(s) Form of investment
Date of full
settlement
of consideration
Registered capital or
shares subscribed for
or acquired (2)
Amount of
consideration
paid
Total funds
raised
Pre-
money
valuation
(approx.)
Post
money
valuation (3)
(approx.)
Cost per
Share (4)
(approx.)
Discount
to the H
Share
Offer
Price (4)
Series Pre-A+
Financing /H1118/H1118/H1118
Evolution Fund I, L.P . February 5, 2021 Subscription of shares in Cayman Holdco July 9, 2021 12,431,016 shares of Cayman Holdco US$4,347,826 US$11,00 0,000 US$110.0
million
US$121
million
HK$2.17 79.3%
Evolution Fund I
Co-investment, L.P .
Subscription of shares in Cayman Holdco 1,864,653 shares of Cayman Holdco US$652,174
Lightspeed China Partners IV , L.P . Subscription of shares in Cayman Holdco 2,859,134 shares of Cayman Holdco US$1,000,000
Quadrant V entures Limited Subscription of shares in Cayman Holdco 2,859,134 shares of Cayman Holdco US$1,000,000
XtalPi Investment Subscription of shares in Cayman Holdco 2,001,394 shares of Cayman Holdco US$700,000
HSG Seed I Subscription of shares in Cayman Holdco 2,859,134 shares of Cayman Holdco US$1,000,000
IMO Global Growth Subscription of shares in Cayman Holdco 857,740 shares of
Cayman Holdco
US$300,000
YUAN BEN CHEN XING ONE-PERSON
LIMITED COMPANY (ࠢ
ʮ̡)( “ YUAN BEN CHEN XING ”)
Subscription of shares in Cayman Holdco 5,718,268 shares of Cayman Holdco US$2,000,000
Series A Financing /H1118Evolution Fund I, L.P . November 11, 2021 Subscription of shares in Cayman Holdco November 26, 2021 8,423,257 shares of Cayman Holdco US$6,086,957 US$ 86,500,000 US$250.0
million
US$336.5
million
HK$4.47 57.4%
Evolution Fund I Co-investment, L.P . Subscription of shares in Cayman Holdco 1,263,488 shares of Cayman Holdco US$913,043
Lightspeed China Partners IV , L.P . Subscription of shares in Cayman Holdco 5,535,283 shares of Cayman Holdco US$4,000,000
Jiangsu Jiequan Chengda Equity Investment
Centre (Limited Partnership) (ϓ
ᛆҳ༟ʕː(Υྫ))
Subscription of warrants in Cayman
Holdco
(5)
Warrants to purchase 27,676,415 shares of
Cayman Holdco
Convertible bond
in RMB
equivalent to
US$20,000,000 (6)
Shanghai Y uji Technology Partnership
(Limited Partnership) (ҦΥྫΆ
ุ(Υྫ))
Subscription of warrants in Cayman
Holdco (5)
Warrants to purchase 12,841,857 shares of
Cayman Holdco
Convertible bond
in RMB
equivalent to
US$9,280,000 (6)
Nanjing China Merchants Bank Win Equity
Investment Partnership (Limited
Partnership) (ᛆҳ༟Υྫ
Άุ(Υྫ))
Subscription of warrants in Cayman
Holdco
(5)
Warrants to purchase
996,351 shares of Cayman Holdco
Convertible bond
in RMB
equivalent to
US$720,000 (6)
PICC Beijing Health Care Fund, L.P . (( ̏ԯ
ږ(Υྫ))
(“PICC Health & Pension Fund ”)
Subscription of warrants in Cayman
Holdco (5)
Warrants to purchase 29,060,236 shares of
Cayman Holdco
Convertible bond
in RMB
equivalent to
US$21,000,000 (6)
HSG V enture VIII Holdco AC, Ltd. (8) (“HSG
Venture VIII ”)
Subscription of shares in Cayman Holdco 9,686,745 shares of Cayman Holdco US$7,000,000
Shanghai Ziyuan Investment Center (Limited
Partnership) ( ɪऎІᇝҳ༟ʕː(Υྫ))
(“Shanghai Ziyuan ”)
Subscription of warrants in Cayman
Holdco (5)
Warrants to purchase
691,910 shares of Cayman Holdco
Convertible bond
in RMB
equivalent to
US$500,000 (6)
Duckling Fund, L.P . Subscription of shares in Cayman Holdco 23,524,953 shares of Cayman Holdco US$17,000,000
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Round Pre-IPO Investor(s) (1)
Date of
initial investment
agreement(s) and/or
equity transfer
agreement(s) Form of investment
Date of full
settlement
of consideration
Registered capital or
shares subscribed for
or acquired (2)
Amount of
consideration
paid
Total funds
raised
Pre-
money
valuation
(approx.)
Post
money
valuation (3)
(approx.)
Cost per
Share (4)
(approx.)
Discount
to the H
Share
Offer
Price (4)
Series B Financing /H1118Martis Fund, L.P . January 29, 2022 Subscription of shares in Cayman Holdco February 18, 2022 28,902,767 shares of Cayman Holdco US$27,000,000 US$61, 000,000 US$500.0
million
US$561
million
HK$5.78 45.0%
5Y Capital Evolution Fund II, L.P . Subscription of shares in Cayman Holdco 9,735,851 shares of Cayman Holdco US$9,094,907
5Y Capital Evolution Fund II Co-Investment,
L.P .
Subscription of shares in Cayman Holdco 968,877 shares of
Cayman Holdco
US$905,093
HSG V enture VIII Subscription of shares in Cayman Holdco 6,422,837 shares of Cayman Holdco US$6,000,000
Monolith Mini Fund L.P . (“ Monolith ”) Subscription of shares in Cayman Holdco 5,352,364 shares of Cayman Holdco US$5,000,000
PICC Health & Pension Fund Subscription of warrants in Cayman
Holdco (5)
Warrant to subscribe for 10,704,728 shares
of Cayman Holdco
Convertible bond
in RMB
equivalent to
US$10,000,000 (6)
Taixi (Tianjin) Enterprise Management
Partnership (Limited Partnership) ( इဢ(˂
ݵ)Άุ၍ଣΥྫΆุ(Υྫ)) (“ Tianjin
Taixi”)
Subscription of warrants in Cayman
Holdco (5)
Warrant to subscribe for 3,211,419 shares
of Cayman Holdco
US$3,000,000
Series C Financing /H1118CICC Healthcare Investment Opportunities
VI Limited (“ CICC Healthcare ”)
September 19, 2023,
November 17, 2023
and January 18, 2024
Subscription of the registered capital in our
Company
June 3, 2024 RMB2,560,000 in the registered capital of
our Company
US$24,000,000 US$73,600,000 US$750.0
million
US$823.6
million
HK$7.34 30.1%
CICC Kangrui Subscription of the convertible bond of our
Company
(7)
RMB5,120,000 in the registered capital of
our Company
Convertible bond
in RMB
equivalent to
US$48,000,000 (7)
Taiping GBA Inno-Tech Limited Partnership
Fund (“ Taiping GBA ”)
Subscription of the registered capital in our
Company
RMB170,666.67 in the registered capital of
our Company
US$1,600,000
Series D Financing /H1118Beijing Medical and Health Industry
Investment Fund (Limited Partnership) ( ̏
ږ(Υྫ))
(“Beijing Medical and Health ”)
July 30, 2025 Subscription of Shares July 31, 2025 2,573,478 Shares RMB200,000,000 RMB350,000,000 US$1,000.0
million
US$1,049
million
HK$8.88 15.4%
Beijing Daxing District Industrial
Development Fund Partnership (Limited
Partnership) (Υ
ྫΆุ(Υྫ)) (“ Beijing Daxing ”)
Subscription of Shares 1,930,108 Shares RMB150,000,000
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 134 ---
Notes:
(1) For the details of the Pre-IPO Investors, see “— 5. Information about our Pre-IPO Investors” and “— Capitalization of our Company and Public Float” in this section.
(2) The registered capitals or shares subscribed for or acquired refer to those specified under the respective agreements.
(3) Our post-money valuation were calculated based on the new shares issued or registered capital contributed in that series. Our post-money valuati on for Series Angel to Series B refers
to the post-money valuation of the Cayman Holdco, our historical holding company.
(4) The cost per Share is calculated based on the amount of investment made by the relevant Pre-IPO Investors to our Company and the number of Shares of th e Company held, or the registered
capital subscribed, by them corresponding to the investment, as adjusted by the Share Subdivision to be undertaken immediately prior to the Listing a nd with reference to the exchange
rate disclosed in “Information about this Prospectus and the Global Offering,” to facilitate the illustration of premium or discount to the Offer Pri ce. The discount to the H Share Offer
Price is calculated based on the Offer Price of HK$10.50 per Offer Share.
(5) As our Group was then held by an offshore shareholding structure where the investors would need to undergo outbound direct investment (ODI) before investing in the Cayman Holdco
(the “ ODI Needs ”), the warrants of the Cayman Holdco were issued to the relevant investors to subscribe for the shares of the Cayman Holdco, which were exercisable upo n satisfaction
of certain conditions after the ODI process was completed. The consideration and the basis of determining the consideration was the same as the subscr iption of shares of the Cayman
Holdco by other investors in the same series financings. In view of the restructuring of our Company pursuant to the restructuring agreement dated Apr il 24, 2023 when we unwound our
offshore red-chip structure, such warrants to subscribe for the shares of the Cayman Holdco were canceled pursuant to the warrant cancellation agree ments dated July 4, 2023, whereby
the warrants held by the investors were irrevocably and fully terminated without consideration. The warrants were terminated without consideratio n because the ODI process was not
completed eventually due to the unwinding of the offshore red-chip structure, as a result of which the conditions precedent to the exercise of the warr ants were not fulfilled and the warrants
could not be exercised accordingly. Instead, the relevant investors later subscribed for the Shares of our Company directly.
(6) Due to the ODI Needs as explained above, the convertible bonds of the Cayman Holdco were issued to the relevant investors to subscribe for the shares of the Cayman Holdco, which
were exercisable upon satisfaction of certain conditions after the ODI process was completed. The convertible bond were fully converted into our Sha res on August 1, 2023, upon the
completion of the changes pursuant to the restructuring agreement dated April 24, 2023. For further details of our historical offshore structure, pl ease refer to the paragraph headed “(3)
Historical Offshore Corporate Structure” under the section headed “History, Development and Corporate Structure.” Save for the difference in the m ode of investment, there is no material
difference between the subscription of convertible bond and subscription of Shares, particularly in terms of consideration and the basis for the con sideration.
(7) The convertible bond subscribed by CICC Kanrui has been fully converted to the registered capital of RMB5,120,000 of our Company pursuant to a conf irmation dated November 17,
2023. Save for the difference in the mode of investment, there is no material difference between the subscription of convertible bond and subscriptio n of Shares, particularly in terms of
consideration and the basis for the consideration.
(8) HSG Seed I Holdco T, Ltd. and HSG V enture VIII Holdco AC, Ltd. are the succeeding investing entities for HSG Seed I Holdco, Ltd. (formerly known as SCC Seed I Holdco, Ltd.) and
HSG V enture VIII Holdco, Ltd. (formerly known as SCC V enture VIII Holdco, Ltd.) after the unwinding of our offshore red-chip structure pursuant to a re structuring agreement dated
April 24, 2023. Please refer to the paragraph headed “(3) Historical Offshore Corporate Structure” under the section head “History, Development and Corporate Structure.”
(9) (A) The increase from the post-money valuation of Series Angel+ Financing to the pre-money valuation of Series Pre-A Financing was mainly because we developed AiTEM, our proprietary
AI-driven small molecule formulation optimization platform and the establishment of our Hangzhou research centre. (B) The increase from the post-m oney valuation of Series Pre-A
Financing to the pre-money valuation of Series Pre-A+ Financing was mainly because of the development of our small molecule high-throughput wet expe riment platform. (C) The increase
from the post-money valuation of Series Pre-A+ Financing to the pre-money valuation of Series A Financing was mainly because (i) we launched our AiRNA and AiLNP; (ii) we initiated
the project on the development of MS-004; and (iii) we established our Beijing research centre. (D) The increase from the post-money valuation of Seri es A Financing to the pre-money
valuation of Series B Financing was mainly because we completed the set-up of our high-throughput LNP based on microfluidics, as well as the optimizat ion and internal validation of
Datalots platform. (E) The increase from the post-money valuation of Series B Financing to the pre-money valuation of Series C Financing was mainly be cause (i) we initiated the
development of various nucleic acid drug pipeline candidates; (ii) we developed various multi-organ targeted LNP delivery platform; (iii) we recei ved IND approval for MTS-004 by NMPA;
(iv) we initiated and completed Phase I clinical trial for MTS-004; (v) we developed our AI-driven RNA design platform and improved our AiRNA platform ; and (vi) we developed our
multi-scale LNP simulation platform. (F) The increase from the post-money valuation of Series C Financing to the pre-money valuation of Series D Fina ncing was mainly because (i) we
completed Phase III clinical trial for MTS-004; (ii) we commenced Phase I clinical trial for MTS-201; and (iii) we commenced our cooperation with a lea ding global pharmaceutical
company.
(10) Our anticipated market capitalization immediately upon completion of the Global Offering has primarily taken into account (i) that we identifi ed a dual-targeting LNP that can deliver to
both liver and lympoid organs which was incorporated into MTS-109; (ii) the post-money valuation of the Series D Financing; (iii) the expected capita l raising during the Global Offering;
(iv) our business growth since completion of the Series D Financing; and (v) the difference in risks undertaken by the Pre-IPO investors investing in a private company vis-à-vis investors
investing in a public company.
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2. Principal Terms of the Pre-IPO Investments
Basis of determining the
valuation and
consideration paid /H1118/H1118/H1118
The determination of the valuation and consideration is based on
arm’s length negotiations between the relevant parties with reference
to among others, (i) the timing and market conditions of the
investments/equity transfers and the market value of comparable
companies at the relevant time, (ii) the operation of our business, the
financial performance of our Group at the relevant time/period,
(iii) source of the acquired shares, i.e. shares newly issued by the
Company or existing shares transferred by shareholders, (iv) the
prospects of our business.
Lock-up /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC law, within the 12 months following
the Listing Date, the Shares issued by the Company prior to the Global
Offering (including the Shares held by the Pre-IPO Investors
immediately prior to the Global Offering) are restricted from transfer.
Use of proceeds from
the Pre-IPO
Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We utilized the proceeds from the Pre-IPO Investments for the
operations, business expansion and general working capital purpose of
our Group. As of the Latest Practicable Date, 53% of the funds raised
from the Pre-IPO Investments have been utilized.
Strategic benefit of the
Pre-IPO Investments
to our Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118
At the time of each of the Pre-IPO Investments, our Directors were of
the view that our Company could benefit from the capital raised
through the Pre-IPO Investments, the Pre-IPO Investors’ knowledge
and experience, the endorsement of and confidence in the Group’s
performance, strength and prospects reflected by the Pre-IPO
Investments, and the diversified shareholding structure and base.
3. Rights of the Pre-IPO Investors
Historically, certain Pre-IPO Investors were granted redemption rights in relation to our
Company and such redemption rights were fully terminated with immediate effect on February 28,
2025, which was before the conversion of our Company from a limited liability company into a joint
stock limited company with no further obligation to redeem or repurchase, and the relevant
redemption rights will not be reinstated upon the occurrence of any events beyond the control of
the Company. In addition, certain Pre-IPO Investors have been granted certain other special rights
(the “ Other Special Rights ”) in relation to our Company, including information rights, inspection
rights, right of first refusal, anti-dilution rights, pre-emptive rights, rights of directors nomination,
appointment, designation and replacement, protective rights, profit distribution rights, rights of
co-sale and tag-along rights.
Pursuant to a shareholders’ agreements entered into among our Company and the then
Shareholders of our Company dated July 30, 2025, which superseded the previous shareholders
agreements, all the Other Special Rights under the Shareholders’ Agreements will terminate upon
the Listing.
4. Joint Sponsors’ Confirmation
Based on (i) the considerations for the Pre-IPO Investments have been settled no less than 120
clear days before the Listing Date; and (ii) all the special rights granted to the Pre-IPO Investors
as set out above will terminate upon the Listing, the Joint Sponsors confirm that the Pre-IPO
Investments are in compliance with the Pre-IPO Investment Guidance issued by the Stock Exchange
in the Guide for New Listing Applicants effective from January 1, 2024.
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5. Information about our Pre-IPO Investors
Our Pre-IPO Investors include Pathfinder SIIs, namely CICC, HSG, PICC Health & Pension
Fund, 5Y Capital and Jiequan Chengda (as defined in Chapter 2.5 of the Guide for New Listing
Applicants). The background information on our Pre-IPO Investors is set out below.
Our Pathfinder SIIs and Sophisticated Independent Investors
We have received meaningful investments from the following Sophisticated Independent
Investors, all of whom are our Pathfinder SIIs, and each having invested in our Company for at least
12 months prior to the first submission of our listing application to the Stock Exchange.
(a) CICC
CICC Healthcare and CICC Kangrui are interested in an aggregate of approximately 11.4% of
the total number of Shares as of the date of this Prospectus.
CICC Kangrui (together with CICC Healthcare, “ CICC ”) is a limited partnership established
in the PRC focusing on investments in the healthcare sector. CICC Kangrui has 18 limited partners
as of the Latest Practicable Date who are private investors and institutional investors and none of
the limited partners has 30% or more of the limited partnership interests. The general partner of
CICC Kangrui is CICC Capital Management Co., Ltd. (“ CICC Capital Management ”), a
wholly-owned subsidiary of China International Capital Corporation Limited, a company listed on
the Stock Exchange (stock code: 3908) and the Shanghai Stock Exchange (stock code: 601995) and
is principally engaged in investment banking business, equities business, fixed-income,
commodities and currency business, asset management business, private equity business, wealth
management business and other business activities. As of December 31, 2024, the AUM of CICC
Capital Management, the private equity business of China International Capital Corporation
Limited, reached RMB457.6 billion.
CICC Healthcare is an exempted company incorporated in the Cayman Islands with limited
liability as a special purpose vehicle for the purpose of investing in our Company. CICC Healthcare
is held by CICC Healthcare Investment Fund, L.P . (Cayman) (“ CICC Healthcare Cayman ”) as to
approximately 93.3%. The general partner of CICC Healthcare Cayman is CICC Healthcare
Investment Management Limited (Cayman), who owned approximately 2.99% of the partnership
interest in CICC Healthcare Cayman. CICC Healthcare Investment Management Limited (Cayman)
is a subsidiary indirectly wholly owned by China International Capital Corporation Limited. None
of the limited partners of CICC Healthcare Cayman holds 30% or more interest therein.
(b) HSG
HSG V enture VIII and HSG Seed I are interested in an aggregate of 6.89% of the total number
of Shares as of the date of this Prospectus.
Each of HSG V enture VIII and HSG Seed I is an exempted limited partnership incorporated
in the Cayman Islands. HSG V enture VIII is wholly owned by HongShan Capital V enture Fund VIII,
L.P ., whose general partner is HSG V enture VIII Management, L.P . HSG Seed I is wholly owned
by HongShan Capital Seed Fund I, L.P ., whose general partner is HSG Seed Fund I Management,
L.P .
The general partner of each of HSG V enture VIII Management, L.P . and HSG Seed Fund I
Management, L.P . is HSG Holding Limited, a wholly-owned subsidiary of SNP China Enterprises
Limited. Neil Nanpeng Shen is the sole shareholder of SNP China Enterprises Limited.
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Each of HongShan Capital V enture Fund VIII, L.P . and HongShan Capital Seed Fund I, L.P .
(collectively as “ HSG Funds ”) is an investment fund whose primary purpose is to make equity
investments in private companies. None of the limited partners owned 30% or more of the limited
partnership interests in each of the HSG Funds or cumulatively across the HSG Funds.
As of September 30, 2025, HSG’s assets under management was approximately US$55 billion
across different products and affiliate funds.
HSG is a leading venture capital and private equity firm investing in the technology,
healthcare and consumer sectors. Founded in 2005, HSG has nurtured entrepreneurship and
innovation, backing more than 1,600 companies.
In addition to our Company, investment funds affiliated with HSG have invested in other
technology, biotechnology or healthcare companies such as CStone Pharmaceuticals (stock code:
2616), Innovent Biologics, Inc. (stock code: 1801), V enus Medtech (Hangzhou) Inc. (stock code:
2500), Brii Biosciences Limited (stock code: 2137), Jiangsu Recbio Technology Co., Ltd. (stock
code: 2179), Beijing Fourth Paradigm Technology Co., Ltd. (stock code: 6682) and XtalPi Holdings
Limited (stock code: 2228).
(c) PICC Health & Pension Fund
Beijing PICC Health and Pension Industry Investment Fund (Limited Partnership) (ڭ
ږ(Υྫ)) is interested in an aggregate of 5.29% of the total number of
Shares as of the date of this Prospectus.
PICC Health & Pension Fund is a limited partnership established in the PRC which focuses
on investment in life science, biotechnology, medical devices and healthcare services industries. Its
general partner is PICC Capital Equity Investment Company Limited (ʮ̡)
(“PICC Equity Investment ”), a company principally engaged in the provision of growth equity
and fund management services and is wholly owned by PICC Capital Insurance Asset Management
Co., Ltd. (“ PICC Capital ”). PICC Capital is wholly owned by The People’s Insurance Company
(Group) of China Limited (“ PICC Group ”). PICC Health & Pension Fund has a total of two limited
partners, with the largest limited partner, PICC Life Insurance Co., Ltd. (΅Ϟ
ʮ̡)( “ PICC Life ”) holding approximately 66.5% of its ownership. PICC Life is a non-wholly
owned subsidiary of PICC Group, the shares of which are listed on the Stock Exchange (stock code:
1339) and the Shanghai Stock Exchange (stock code: 601319). 33.2% of the partnership interest of
PICC Health & Pension Fund was held by another limited partner of PICC Health & Pension Fund,
PICC Property and Casualty Company Limited, the H shares of which are listed on the Stock
Exchange (stock code: 2328) and the ultimate holding company of which is PICC Group.
PICC Equity Investment is a professional private equity fund management company with
extensive investments in advanced manufacturing, healthcare, and technological innovation sectors.
In addition to our Company, PICC Health & Pension Fund has invested in other listed companies
in Hong Kong such as Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (stock code: 2315) and
Jenscare Scientific Co., Ltd. (stock code: 9877).
(d) 5Y Capital
Evolution Holding IV Limited and Vibrant Evolution II Limited are interested in 4.78% of the
total number of Shares as of the date of this Prospectus.
Evolution Holding IV Limited and Vibrant Evolution II Limited are limited companies
incorporated in Hong Kong. Evolution Holding IV Limited is owned by Evolution Fund I, L.P . and
Evolution Fund I Co-investment, L.P ., (as to 87.0% and 13.0%, respectively) and Vibrant Evolution
II Limited is owned by 5Y Capital Evolution Fund II, L.P . and 5Y Capital Evolution Fund II
Co-investment, L.P . (as to 90.9% and 9.1%, respectively). Each of Evolution Fund I, L.P ., Evolution
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Fund I Co-investment, L.P ., 5Y Capital Evolution Fund II, L.P . and 5Y Capital Evolution Fund II
Co-investment, L.P . is a limited partnership established under the laws of the Cayman Islands and
an investment entity of 5Y Capital. They are all controlled by 5Y Capital GP Limited, their general
partner. Mr. Qin Liu is entitled to exercise of 100% of the voting power of all issued shares in 5Y
Capital GP Limited at its general meeting. Mr. Qin Liu is an Independent Third Party.
None of the limited partner has held a cumulative limited partnership interest of 30% or more
across Evolution Fund I, L.P . and Evolution Fund I Co-investment, L.P ., and none of the limited
partner has held a cumulative limited partnership interest of 30% or more across 5Y Capital
Evolution Fund II, L.P . and 5Y Capital Evolution Fund II Co-investment, L.P .
5Y Capital is a global venture capital firm which specializes in fostering the growth of
outstanding companies in the technology, life sciences, and consumer innovation sectors.
In addition to our Company, 5Y Capital has invested in other technology companies such as
Xiaomi Corporation (stock code: 1810), and XPeng Inc. (stock code: 9868) etc. As of June 30, 2021
and June 30, 2023, 5Y Capital had assets under management of over US$5.0 billion, respectively.
(e) Jiequan Chengda
Jiangsu Jiequan Chengda Equity Investment Centre (Limited Partnership) (ᛆ
ҳ༟ʕː(Υྫ)) (formerly known as Jiangsu China Life Jiequan Equity Investment Center
(Limited Partnership) (ᛆҳ༟ʕː(Υྫ)) (“ Jiequan Chengda ”) is interested
in 3.68% of the total number of Shares as of the date of this Prospectus.
Jiequan Chengda is a limited partnership established in the PRC specializing in equity
investment, investment management and asset management services. Its general partner is China
Life (Jiangsu) Equity Investment Limited ( ਷ྪ(Ϫᘽ)ʮ̡), a limited liability
company indirectly and wholly owned by China Life Insurance (Group) Company (“ CLIC ”) which
in turn is owned as to 90% by the Ministry of Finance of the PRC. The largest limited partner of
Jiequan Chengda with 60.00% partnership interests is China Life Insurance Company Limited
(“China Life Insurance ”), a company listed on the Stock Exchange (stock code: 2628) and the
Shanghai Stock Exchange (stock code: 601628) which is indirectly owned as to 68.37% by the
Ministry of Finance of the PRC. CLIC is the controlling shareholder of China Life Insurance.
Another limited partner, Jiangsu Provincial Government Investment Fund (Limited Partnership) ( Ϫ
ږ(Υྫ)), a Jiangsu Provincial Government fund, holds 30.00% partnership
interests in Jiequan Chengda. None of the other limited partners of Jiequan Chengda holds 30% or
more partnership interest therein.
China Life Insurance is a leading life insurance company in the PRC and is one of the largest
institutional investors in the PRC, and becomes one of the largest insurance asset management
companies in the PRC through its controlling shareholding in China Life Asset Management
Company Limited, a non-wholly owned subsidiary of China Life Insurance.
In addition to our Company, China Life Insurance, has invested in other listed companies in
Hong Kong such as QuantumPharm Inc. (stock code: 2228), Innovent Biologics, Inc. (stock code:
1801), JD Health International Inc. (stock code: 6618), HBM Holdings Limited (stock code: 2142),
Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (stock code: 2315) and Jenscare Scientific Co., Ltd.
(stock code: 9877). As of June 30, 2021 and September 30, 2025, the investment assets of China
Life Insurance amounted to RMB4,457,524 million and RMB7,282,982 million, respectively, which
comprised investment in bond, term deposits, debt-type financial products, stocks and funds.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Please refer to notes (a) to (o) to “Capitalization of our Company and Public Float” for details
of the other Pre-IPO Investors. Save for CICC Healthcare and CICC Kangrui, who is core connected
person only because it is a substantial shareholder of our Company, to the best of the knowledge,
information and belief of our Directors having made all reasonable enquiries, each of other Pre-IPO
Investors is an Independent Third Party.
6. Meaningful investment from Sophisticated Independent Investors
We have received investments from five Pathfinder SIIs, namely CICC, HSG, PICC Health &
Pension Fund, 5Y Capital and Jiequan Chengda each having invested in the Group for at least 12
months prior to the first submission of our Listing application to the Stock Exchange for the purpose
of the Global Offering. In accordance with Chapter 2.5 of the Guide for New Listing Applicants,
each of CICC, HSG, PICC Health & Pension Fund, 5Y Capital and Jiequan Chengda holds more
than 3%, and in aggregate more than 10%, of the issued share capital of the Company as at the date
of our listing application and throughout the pre-application 12-month period. For details of the
ownership percentage of shareholding in our Company’s share capital of each of the Pathfinder SIIs,
see “— Capitalization of Our Company and Public Float.”
As at the date of this Prospectus, our Sophisticated Independent Investors, all of whom being
Pathfinder SIIs, held, in aggregate, approximately 32.08% in the total issued share capital of our
Company. Upon completion of the Global Offering (assuming the Presumptions), such
Sophisticated Independent Investors will hold, in aggregate, no less than 25% in the total issued
share capital of our Company, assuming that our expected market capitalization at the time of
Listing will exceed HK$8 billion and less than HK$15 billion).
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7. Lock-up periods
The table below sets out the list of persons who are, together with their respective close associates, subject to lock-up requirements pursuant to Rul e
18C.14 of the Listing Rules:
Name Capacity
Number of Shares held
immediately following the
completion of the Global
Offering (1)
Ownership percentage of shareholding
in the total issued share capital of our
Company following the completion of
the Global Offering (1)
Lock-up period for a
Pre-Commercial
Company
Key persons (2) and their close associates
Dr. Lai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Co-founder, chairman of the Board,
executive Director and chief executive
officer
– – Commencing on the
date of this
Prospectus and
ending on expiry
of 24 months from
the Listing Date
Scientia HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dr. Lai’s close associate 121,334,260 10.53%
Delos Holding /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dr. Lai’s close associate 16,000,000 1.39%
Dechi Holding /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dr. Lai’s close associate 10,232,590 0.89%
Dr. Chen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Co-founder, executive Director and chief
research and development officer
66,913,490 5.81%
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Co-founder, executive Director and chief
operating officer
34,911,380 3.03%
Nanjing Chengtai Y uxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dr. Wang’s close associate 25,857,170 2.24%
Hangzhou Shengtai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dr. Wang’s close associate 16,524,730 1.43%
Pathfinder SIIs
CICC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SIIs 108,800,000 9.44% Commencing on the
date of this
Prospectus and
ending on expiry
of 12 months from
the Listing Date
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SIIs 65,558,660 5.69%
PICC Health & Pension Fund /H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SIIs 50,324,060 4.37%
5Y Capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SIIs 45,463,970 3.94%
Jiequan Chengda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SIIs 35,025,550 3.04%
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Notes:
(1) Assuming the Presumptions.
(2) Dr. Lai, Dr. Chen and Dr. Wang are our Co-founders, executive Directors and senior management, each being our key persons responsible for our techn ical operations and/or the research
and development of our Specialist Technology Products, who are subject to lock-up requirements pursuant to Rule 18C.14 of the Listing Rules. In addit ion, our key persons for the purpose
of Rule 18C.14 of the Listing Rules also include (i) Dr. Alan Fu, Dr. Wei Xu and Mr. Mark Robert Herbert, each being a senior management member of the Compa ny, and (ii) Dr. Andong
Liu, our vice president and head of technology and one of our key personnel responsible for our Company’s technical operations and/or the research and development of our Specialist
Technology Products (collectively, the “ Other Key Persons ”). As of the date of this Prospectus, the Other Key Persons held certain Equity Incentives under our Employee Incentive
Schemes, for further details of the Employee Incentives, please refer to section headed “Appendix V — Statutory and General Information — Further Inf ormation about our Directors,
Senior Management and Substantial Shareholders — 5. Employee Incentive Schemes.”
(3) In the event that upon the notification by the Stock Exchange that our Company will no longer be regarded as a Pre-Commercial Company after the Listi ng, the lock-up period will expire
on the later of: (i) the date which is 12 months from the Listing Date; and (ii) the date falling on the 30th day after the announcement on the removal of des ignation as a Pre-Commercial
Company as required under Rule 18C.24 of the Listing Rules.
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FULL CIRCULATION
Our Company has applied for H Share full circulation to convert an aggregate of 851,697,111
Unlisted Shares (as adjusted by the Share Subdivision) held by all 39 existing Shareholders,
representing approximately 89.53% of the total issued Shares of our Company as of the date of this
Prospectus and approximately 73.90% of the total issued Shares of our Company upon completion
of the Conversion of Unlisted Shares into H Shares and the Global Offering (assuming the
Presumptions). For details, please refer to the section headed “Share Capital — Upon Completion
of the Global Offering” in this Prospectus.
CAPITALIZATION OF OUR COMPANY AND PUBLIC FLOAT
Following the completion of the Global Offering and the Share Subdivision (assuming the
Presumptions), certain of our Unlisted Shares that will be converted into H Shares. The table below
is a summary of the capitalization of our Company and the breakdown of the public float:
Name of Shareholders
As of the date
of this Prospectus Upon the Listing
No. of Shares
Approximate
ownership
percentage No. of Shares
Description of
Shares
Approximate
ownership
percentage
No. of H
Shares to be
counted
towards public
float
Shareholding
percentage
held by each
public
Shareholder
Single Largest Group of Shareholders
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,491,138 3.67% 10,473,414 Unlisted Shares 0.91% – –
24,437,966 H Shares 2.12% – –
Dr. Chen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,691,349 7.03% 20,074,047 Unlisted Shares 1.74% – –
46,839,443 H Shares 4.06% – –
Dr. Lai/Scientia HK /H1118/H1118/H1118/H1118/H1118/H1118/H111812,133,426 12.75% 36,400,278 Unlisted Shares 3.16% – –
84,933,982 H Shares 7.37% – –
Delos /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,600,000 1.68% 16,000,000 H Shares 1.39% – –
Nanjing Chengtai Y uxin /H1118/H1118/H1118/H1118/H11182,585,717 2.72% 25,857,170 H Shares 2.24% – –
Hangzhou Shengtai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,652,473 1.74% 16,524,730 H Shares 1.43% – –
Dechi Holding /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,023,259 1.08% 10,232,590 H Shares 0.89% – –
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,177,362 30.67% 66,947,739 Unlisted Shares 5.81% – –
224,825,881 H Shares 19.51% – –
Other Shareholders
Beijing Y uhetai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,500 0.10% 985,000 H Shares 0.09% 985,000 0.09%
CICC Kangrui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,253,333 7.62% 21,759,999 Unlisted Shares 1.89% – –
50,773,331 H Shares 4.41% 50,773,331 4.41%
PICC Health & Pension Fund /H1118/H1118/H11185,032,406 5.29% 50,324,060 H Shares 4.37% 50,324,060 4.37%
Evolution Holding /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,191,673 3.36% 31,916,730 H Shares 2.77% 31,916,730 2.77%
HSG Seed I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,342,010 4.56% 43,420,100 H Shares 3.77% 43,420,100 3.77%
LS Metis
(c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,322,521 4.54% 43,225,210 H Shares 3.75% 43,225,210 3.75%
Martis Fund (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,261,643 4.48% 42,616,430 H Shares 3.70% 42,616,430 3.70%
XtalPi (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,214,646 3.38% 32,146,460 H Shares 2.79% 32,146,460 2.79%
CICC Healthcare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,626,667 3.81% 10,880,001 Unlisted Shares 0.94% – –
25,386,669 H Shares 2.20% 25,386,669 2.20%
Jiequan Chengda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,502,555 3.68% 35,025,550 H Shares 3.04% 35,025,550 3.04%
Matrice Capital (b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,062,010 3.22% 30,620,100 H Shares 2.66% 30,620,100 2.66%
Duckling Fund (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,977,171 3.13% 29,771,710 H Shares 2.58% 29,771,710 2.58%
FreeS (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,723,592 2.86% 27,235,920 H Shares 2.36% 27,235,920 2.36%
HSG V enture VIII /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,213,856 2.33% 22,138,560 H Shares 1.92% 22,138,560 1.92%
Guangzhou CMB (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,625,185 1.71% 16,251,850 H Shares 1.41% 16,251,850 1.41%
Vibrant Evolution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,354,724 1.42% 13,547,240 H Shares 1.18% 13,547,240 1.18%
IMO Global (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118609,445 0.64% 6,094,450 H Shares 0.53% 6,094,450 0.53%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholders
As of the date
of this Prospectus Upon the Listing
No. of Shares
Approximate
ownership
percentage No. of Shares
Description of
Shares
Approximate
ownership
percentage
No. of H
Shares to be
counted
towards public
float
Shareholding
percentage
held by each
public
Shareholder
Chia Tai Pharmaceutical Group
Investment Co., Limited (1)(o) /H1118/H1118
805,185 0.85% 8,051,850 H Shares 0.70% 8,051,850 0.70%
Kunshan Fengrui (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118773,486 0.81% 7,734,860 H Shares 0.67% 7,734,860 0.67%
YUAN BEN CHEN XING (l) /H1118/H1118/H1118/H1118723,668 0.76% 7,236,680 H Shares 0.63% 7,236,680 0.63%
Monolith (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118677,362 0.71% 6,773,620 H Shares 0.59% 6,773,620 0.59%
Chengdu Fengrui (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118536,696 0.56% 5,366,960 H Shares 0.47% 5,366,960 0.47%
Tianjin Taixi (j) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118406,417 0.43% 4,064,170 H Shares 0.35% 4,064,170 0.35%
Y ael Capital (g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118261,685 0.28% 2,616,850 H Shares 0.23% 2,616,850 0.23%
Taiping GBA (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,778 0.25% 2,417,780 H Shares 0.21% 2,417,780 0.21%
Y ael Evergreen (g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,556 0.25% 2,415,560 H Shares 0.21% 2,415,560 0.21%
Nanjing CMB (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,092 0.13% 1,260,920 H Shares 0.11% 1,260,920 0.11%
Shanghai Ziyuan (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,564 0.09% 875,640 H Shares 0.08% 875,640 0.08%
Alaya Capital Partners Limited (2) /H1118 2,515,510 2.64% 25,155,100 H Shares 2.18% 25,155,100 2.18%
Beijing Medical and Health (m) /H1118/H1118/H11182,573,478 2.71% 25,734,780 H Shares 2.23% 25,734,780 2.23%
Beijing Daxing (n) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,930,108 2.03% 19,301,080 H Shares 1.67% 19,301,080 1.67%
AHI Investment (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118638,601 0.67% 6,386,010 H Shares 0.55% 6,386,010 0.55%
Other public Shareholders /H1118/H1118/H1118/H1118/H1118 – – 201,229,000 H Shares 17.46% 201,229,000 17.46%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,128,485 100.00% 1,152,513,850 – 100.00% 828,100,230 71.85%
Notes:
(1) Pursuant to a share transfer agreement dated December 1, 2021 between Dr. Chen and Mr. Eric Tse, Dr. Chen
transferred 6,362,394 class B ordinary shares of Metis Pharmaceuticals Inc to Mr. Eric Tse at a consideration of
US$4,000,000. The consideration was determined based on arm’s length negotiation between the parties. As a result
of the unwinding of our red-chip structure as detailed in paragraph “(3) Historical Offshore Corporate Structure”
above and pursuant to the restructuring agreement dated April 24, 2023, the shares of Metis Pharmaceuticals Inc. held
by Mr. Eric Tse’s was designated to be held by Chia Tai. Chia Tai is a limited company incorporated in Hong Kong
and was wholly-owned by Mr. Eric Tse, an Independent Third Party. The equity interest held by Chia Tai was
equivalent to the 805,185 Shares after the conversion of net asset into shares by our Company.
(2) Alaya Capital Partners Limited (“ Alaya ”) is a BVI business company incorporated in the BVI with investment as its
principal business. The sole shareholder of Alaya is Mr. Liaw Lin Hsiang ( ࿋Ὃୂ), an Independent Third Party.
Pursuant to three equity transfer agreements dated July 1, 2025, July 22, 2025 and August 6, 2025, Alaya acquired
a total of 2,515,510 Shares from Evolution IV Holding Limited, IMO Global and XtalPi, respectively. The relevant
consideration was settled on July 31, 2025, August 6, 2025 and August 7, 2025, respectively.
(3) AHI Investment Ltd. (“ AHI Investment ”) is a BVI business company incorporated in the BVI. The sole shareholder
of AHI Investment is Cheng Po-Chi, an Independent Third Party who is a private investor. Pursuant to a equity
transfer agreement dated August 6, 2025, AHI Investment acquired 638,601 Shares from Scientia HK. The relevant
consideration was settled on August 6, 2025.
(a) Fengrui
FreeS International Holdings (Hong Kong) Limited is a limited company incorporated in Hong Kong. The sole
shareholder of FreeS is FreeS Fund LP . FreeS Fund LP is an exempted limited partnership incorporated in the Cayman
Islands focusing on investment opportunities in equity and equity-linked securities of privately-held companies in the
technology, media and telecommunications industry, finance, education and healthcare industries as they relate to the
TMT industry, and business service industry, which are in seed-stage, early stage or high-growth stage and organized
and/or operated in United States, China, or otherwise with a significant nexus to China. FreeS Fund LP has over ten
limited partners who are private investors and institutional investors. None of the limited partners has 30% or more
of the limited partnership interests. The general partner of FreeS Fund LP is FreeS Capital Management LP which is
wholly owned by Brightest Leads Limited. Brightest Leads Limited is in turn wholly owned by Mr. Li Feng ( ҽᔮ)
(“Mr. Li ”).
Chengdu Fengrui is a limited partnership established in the PRC which focuses on among others, start-up investments,
project management, investment management and investment advisory. Chendu Fengrui is managed by Shanghai
Ziyou Investment Management Co., Ltd. (ʮ̡)( “ Shanghai Ziyou ”). Shanghai Ziyou was
directly owned as to approximately 78.2% by Mr. Li. Chengdu Fengrui has over 10 limited partners and none of them
owned 30% or more of the partnership interest in Chengdu Fengrui.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Kunshan Fengrui is a limited partnership established in the PRC which focuses on, among others, start-up
investments, equity investments and investment advisory. Kunshan Fengrui is also managed by Shanghai Ziyou.
Kunshan Fengrui has over 10 limited partners and none of them owned 30% or more of the partnership interest in
Kunshan Fengrui.
Shanghai Ziyuan is a limited partnership established in the PRC which focuses on, among others, start-up investment,
enterprise management advisory and business consultancy. The general partner is also Shanghai Ziyou. Xiamen
Jinyuan Zhanhong Equity Investment Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))
(“Xiamen Jinyuan ”), as a limited partner, owned as to 70% of the partnership interest in Shanghai Ziyuan. Xiamen
Jinyuan is managed by Jinyuan Capital Management (Xiamen) Co., Ltd (෥༟͉၍ଣ(ژ)ʮ̡), which is
ultimately wholly owned by Xiamen Jin Y uan Investment Group Co., Ltd. (ʮ̡), a company
wholly owned by Xiamen Municipal Bureau of Finance. None of the other limited partners of Shanghai Ziyuan holds
30% or more partnership interest therein.
The area of investment of Chengdu Fengrui, Kunshan Fengrui and Shanghai Ziyuan mainly includes TMT, key and
core technology and bio-pharmaceuticals.
(b) Matrice Capital
Matrice Capital Hong Kong Limited is a limited company incorporated in Hong Kong. The sole shareholder of
Matrice Capital is Source Code V enture Fund IV L.P . (“ Source Code ”). Source Code is a private fund registered in
the Cayman Islands. There is no entity or individual holding 30% or more of the partnership interest in Source Code.
The general partner of Source Code is Source Code V enture Fund IV Management L.P ., the ultimate beneficial
shareholder of which is Enlightenment Trust. Enlightenment Trust is a trust established under the laws of the Island
of Jersey, with Mr. Charlie Cao and his family members as beneficiaries. Mr. Charlie Cao is the founding partner of
Source Code Capital. Mr. Charlie Cao is an Independent Third Party.
(c) Lightspeed
LS Metis Holding Limited is a company incorporated in Hong Kong on March 16, 2023. It is wholly owned by
Lightspeed China Partners IV , L.P ., which is an exempted limited partnership incorporated in the Cayman Islands. The
general partner of Lightspeed China Partners IV , L.P . is Lightspeed China Partners IV GP , LLC, the ultimate
beneficial owners of which are James Qun Mi and Y an Han. Each of James Qun Mi and Y an Han is an Independent
Third Party. None of the limited partners of Lightspeed China Partners IV , L.P . hold 30% or more partnership interest
therein.
Lightspeed China Partners IV , L.P . is one of the USD Funds Managed by Lightspeed China Partners. Lightspeed China
Partners is a leading China-focused venture capital firm serving entrepreneurs as a lead investor in early stage and
emerging growth companies. Lightspeed China Partners supports China’s technology innovation and is committed to
working with entrepreneurs to realize sustainable development. To date, the partnership has helped develop a group
of transformational industry leaders. These companies include: Pinduoduo (NASDAQ: PDD), Zhongji InnoLight (SZ:
300308), Full Truck Alliance (NYSE: YMM), Hesai Technology (NASDAQ: HSAI), Hanshow (SZ: 301275),
Southchip (SH: 688484), Smarter Micro (SH: 688512), FinV olution (NYSE: FINV), QingCloud Technology (SH:
688316), Nemo (acquired by Baidu), FaceU (acquired by ByteDance), etc. As of March 31, 2025, the total market
value of investment of Lightspeed China Partners is US$3.85 billion.
(d) XtalPi
XtalPi Investment Limited is a limited liability company incorporated in Hong Kong. It is a subsidiary owned as to
87.69% by XtalPi Holdings Limited, a company listed on the Stock Exchange (stock code: 2228, together with XtalPi
Investment Limited and other subsidiaries of XtalPi Holdings Limited referred to as “ XtalPi ”). XtalPi is a quantum
physics-based, AI-powered, and robotics-driven innovative R&D platform. The company adopts a combination of
quantum physics-based first-principles calculation, AI, high performance cloud computing, and scalable and
standardized robotic automation to provide drug and material science R&D solutions and services to global and
domestic companies in the pharmaceutical and material science (including agritech, energy and new chemicals, and
cosmetics) industries and other related sectors.
(e) CMBI
Guangzhou Zhaoxin Wuji Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ Guangzhou Zhaoxin Wuji ”) is a limited partnership established in the PRC. The general partner of
Guangzhou Zhaoxin Wuji is Shenzhen China Merchants Telecom Equity Investment Fund Management Co., Ltd. ( ଉ
ʮ̡), which is owned as to 80% by CMB International Capital Management
(Shenzhen) Ltd. (ვ਷ყ༟͉၍ଣ(ଉέ)ʮ̡), an indirect wholly owned subsidiary of CMB International
Capital Corporation Limited, with a focus on private equity investment and investment fund management. Guangzhou
Zhaoxin Wuji has over ten limited partners and none of whom holds 30% or more of the partnership interest in
Guangzhou Zhaoxin Wuji.
Nanjing Zhaoyin Gongying Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ Nanjing Zhaoyin Gongying ”) is a limited partnership established in the PRC. Nanjing Zhaoyin
Gongying has ten limited partners who are private investors. None of the limited partners has 30% or more of the
limited partnership interests. The general partner of Nanjing Zhaoyin Gongying is Jiangsu Zhaoyin Industrial Fund
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Management Co., Ltd., a wholly-owned subsidiary of CMB International Capital Management (Shenzhen) Ltd., which
in turn is a wholly-owned subsidiary of CMB Financial Holdings (Shenzhen) Co., Ltd. (ٰ(ଉέ)ʮ
̡). CMB Financial Holdings (Shenzhen) Co., Ltd. is wholly owned by CMB International Capital Corporation
Limited (ʮ̡).
CMB International Capital Corporation Limited is an indirect wholly-owned subsidiary of China Merchants Bank Co.,
Ltd. whose shares are listed on the Stock Exchange (stock code: 3968) and Shanghai Stock Exchange (stock code:
600036).
(f) Duckling Fund and Martis Fund
Duckling Fund, L.P ., (“ Duckling Fund ”) an exempted limited partnership registered under the laws of Cayman
Islands, whose general partner is Grandiflora Hook GP Limited and ultimately wholly owned by Eric Li. The only
limited partner of Duckling Fund is Lionet Fund, L.P ., which is a fund focusing on logistics, healthcare,
telecommunication, media, technology and consumer industries investment. The general partner of Lionet Fund, L.P .
is Grandiflora Hook GP Limited. No limited partner holds 30% or more partnership interest in Lionet Fund, L.P ..
Martis Fund, L.P . (“ Martis Fund ”) is an exempted limited partnership registered under the laws of Cayman Islands,
focusing on healthcare, telecommunication, media, technology and consumer industries investment. The general
partner of Martis Fund is Pulsating Star GP Limited, which is ultimately wholly owned by Eric Li. No limited partner
holds 30% or more partnership interest in Martis Fund.
(g) Yael
Y ael Capital Partners III L.P . is a limited partnership incorporated in the BVI. Save as one of the limited partners,
Liu Chong holding approximately 96.9% partnership interests therein, none of the other limited partners of Y ael
Capital Partners III L.P . holds 30% or more limited partnership interests therein. The general partner of Y ael Capital
Partners III L.P . is Y ael Capital Management Limited which is wholly owned by Liu Chong ( ᄎᶲ), an Independent
Third Party. Y ael Capital Partners III L.P . primarily focuses on investment area of biotechnology and medical health.
Y ael Evergreen Fund SPC is a segregated portfolio company incorporated in the Cayman Islands with limited liability.
The management shares of Y ael Evergreen Fund SPC is owned as to 100% by Y ael Evergreen Capital Management
Limited, which is wholly owned by Liu Chong. Y ael Capital primarily engages in private equity investment in
companies of high-tech, biological and medical sectors.
(h) Taiping GBA Inno-Tech LPF
Taiping GBA Inno-Tech Limited Partnership Fund (“ Taiping GBA Inno-Tech LPF ”) is a limited partnership fund
incorporated in Hong Kong. The general partner of Taiping GBA Inno-Tech LPF is Taiping Financial Investment
Company Limited, which does not hold any partnership interest in Taiping GBA Inno-Tech LPF and is owned by
Taiping Financial Holdings Company Limited. Taiping Financial Holdings Company Limited is a wholly owned
subsidiary of China Taiping Insurance Holdings Company Limited (“ China Taiping ”), a company listed on the Main
Board of the Stock Exchange (Stock Code: 00966).
Taiping GBA Inno-Tech LPF was owned as to 50% and 50% by Taiping Reinsurance Co., Ltd. (“ Taiping
Reinsurance ”) and China Taiping Insurance (HK) Company Limited (“ Taiping HK ”), respectively, each being a
limited partner of Taiping GBA Inno-Tech LPF. Taiping Reinsurance is owned as to 75% by China Taiping while
Taiping HK is a wholly owned subsidiary of China Taiping.
Taiping GBA Inno-Tech LPF focuses on the investment in the areas of medical, healthcare and technology.
(i) Monolith Mini Fund L.P .
Monolith Mini Fund L.P . (“ Monolith ”) is an exempted limited partnership registered in the Cayman Islands, mainly
engaging in investment activities, covering areas such as technology, software, life science. The general partner of
Monolith is Monolith Master Fund GP , which is wholly owned by Mr. Cao Xi ( ૎䙎) and does not hold any
partnership interests in Monolith. Monolith Master Fund is the only limited partner of Monolith, holding 100%
partnership interests therein. 100% management shares (being voting rights) of Monolith Master Fund is held by
Monolith Holding Limited, which in turn was wholly owned by Mr. Cao. 100% participating shares (being none
voting shares) of Monolith Master Fund is held by Monolith Feeder Fund, and none of the shareholders of Monolith
Feeder Fund holds 30% or more interests therein. Mr. Cao is an Independent Third Party.
(j) Tianjin Taixi
Taixi (Tianjin) Enterprise Management Partnership (Limited Partnership) ( इဢ(ݵ)Άุ၍ଣΥྫΆุ(Υྫ))
(“Tianjin Taixi ”) is a limited partnership established in the PRC. Tianjin Taixi is owned as to (i) 99% of partnership
interest therein by its general partner Y ang Jing ( เ᎑); and (ii) 1% of partnership interest therein by its sole limited
partner Wang Naimei ( ˮɗૠ). Each of Y ang Jing and Wang Naimei is an Independent Third Party. The area of
investment of Tianjin Taixi mainly includes bio-pharmaceuticals, robotics and artificial intelligence. The assets under
management of Tianjin Taixi is around RMB20 million.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(k) IMO Global Growth Fund SPC
IMO Global Growth Fund SPC — IMO Opportunity Fund III SP (the “ IMO Opportunity Fund SP ”) is segregated
portfolio created by IMO Global Growth Fund SPC. IMO Global Growth Fund SPC is a segregated portfolio company
incorporated in the Cayman Islands. The management shares of IMO Global Growth Fund SPC is owned as to 100%
by Global Growth Fund Investment Limited. Immersion V entures Capital Limited is the investment manager of IMO
Global Growth Fund SPC — IMO Opportunity Fund III SP . Global Growth Fund Investment Limited and Immersion
V entures Capital Limited are ultimately wholly owned by Yiwen Zhai, an Independent Third Party.
Immersion V entures Capital Limited manages funds that invest in startups, with a specific focus on AI and
biotechnology. The assets under management of Immersion V entures Capital Limited is over US$100 million.
(l) YUAN BEN CHEN XING
YUAN BEN CHEN XING ONE-PERSON LIMITED COMPANY (ʮ̡)( “ YUAN BEN CHEN
XING ”) is a limited company registered under the law of Macau, focusing on business in emerging industries with
strategic importance, including telecommunications, media, technology and culture. The sole shareholder of YUAN
BEN CHEN XING is Wonderful Adventures Limited, which in turn is ultimately wholly owned by John Zhao, an
Independent Third Party.
(m) Beijing Medical and Health Industry Investment Fund (Limited Partnership) (“ Pharmaceutical Fund ”)
Pharmaceutical Fund is a limited partnership established under the laws of PRC, the general partners of which are
Beijing Jingguoguan Real Estate Management Co., Ltd. (ʮ̡)( “ Beijing Jingguoguan ”)
and Beijing Kangshida Management Consulting Co., Ltd. (ʮ̡)( “ Beijing Kangshida ”),
each holding 0.5% of the partnership interest therein. Beijing Jingguoguan is wholly-owned by Beijing State-owned
Capital Operation and Management Co., Ltd. (ʮ̡), which in turn is wholly-owned by
State-owned Assets Supervision and Administration Commission of Beijing Municipal People’s Government ( ̏ԯ̹
ึ). Beijing Kangshida is wholly-owned by Shanghai Kangshida Management Consulting
Co., Ltd. (ʮ̡). Pharmaceutical Fund has one limited partner, Beijing Municipal
Government Investment Guidance Fund (Limited Partnership) (ږ(Υྫ)), which owns
99.0% of the partnership interest in Pharmaceutical Fund and is ultimately wholly-owned by the Beijing Municipal
People’s Government SASAC (ึ).
(n) Beijing Daxing District Industrial Development Fund Partnership (Limited Partnership)
Beijing Daxing District Industrial Development Fund Partnership (Limited Partnership) (ږ
ΥྫΆุ(Υྫ)) is a limited partnership established under the laws of PRC and is mainly engaged in equity
investment, investment management and asset management through private equity funds. Beijing Daxing is owned by
(i) its general partner Beishang Capital Management (Beijing) Co., Ltd. ( ̏ਠ༟͉၍ଣ(̏ԯ)ʮ̡)( “ Beishang
Capital Management ”) as to 0.10%; and (ii) its sole limited partner Beijing Daxing Development Guidance Fund
(Limited Partnership) (ږ(Υྫ)) as to 99.9%. Beishang Capital Management and Beijing
Daxing Development Guidance Fund (Limited Partnership) are ultimately controlled by the State-owned Assets
Supervision and Administration Commission of the People’s Government of Daxing District, Beijing, as to 100% and
99.9%, respectively.
Beijing Daxing centers its investments around three major industry clusters: (i) life and health; (ii) advanced
manufacturing; and (iii) airport-related sectors, each valued in the hundreds of billions. It targets key development
areas in Daxing District such as pharmaceuticals and healthcare, the digital economy, intelligent equipment, hydrogen
energy, and commercial aerospace. At the same time, Beijing Daxing supports other national and municipal priority
sectors, addressing underdeveloped segments to accelerate technological innovation, drive industrial upgrades, foster
leading enterprises, enhance industry-wide applications, and build a thriving industrial ecosystem, with its scale of
investment amounting to around RMB2 billion.
(o) Chia Tai
Chia Tai Pharmaceutical Group Investment Co., Limited (“ Chia Tai ”) is a limited liability company incorporated in
Hong Kong as an investment holding company. Chia Tai is wholly-owned by Mr. Tse Eric S Y , an Independent Third
Party.
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all
current Shareholders could not dispose of any of the Shares held by them.
Based on the above, it is expected that immediately following completion of the Global
Offering and the conversion of the Unlisted Shares into H Shares, taking into account 201,229,000
H Shares to be offered pursuant to the Global Offering (assuming the Over-allotment Option is not
exercised and no additional Shares are issued under the Employee Incentive Schemes), an aggregate
of 828,100,230 H shares will count towards the public float of our Company, representing 71.85%
of the total issued Shares of our Company. Therefore, our Company will be able to meet the
minimum public float requirement under Rule 8.08(1)(b).
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FREE FLOAT
Under Rule 19A.13C(1)(b), where a new applicant is a PRC issuer with no other listed shares
at the time of listing, the portion of H shares for which listing is sought that are held by the public
and not subject to any disposal restrictions (whether under contract, the Listing Rules, applicable
laws or otherwise), at the time of listing, must have an expected market value at the time of listing
of not less than HK$600,000,000.
It is expected that immediately following completion of the Listing, a market capitalization of
not less than HK$600,000,000 of the H Shares listed on the Stock Exchange are not subject to such
disposal restrictions at the time of the Listing (assuming an Offer Price of HK$10.50 per Offer
Share, the Overallotment Option is not exercised and no additional Shares are issued under the
Employee Incentive Schemes). Accordingly, our Company will be able to satisfy the requirements
under Rule 19A.13C(1)(b) of the Listing Rules.
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CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL OFFERING
The chart below sets out the shareholding structure of our Company immediately before completion of the Global Offering:
Scientia HK
Nanjing
Chengtai
Yuxin
5Y Capital(3)Dr. Chen Dr. Wang Hangzhou
Shengtai
Delos
Holding
Beijing
Yuhetai CICC(1) HSG(2) Jiangsu
Jiequan
12.75% 7.03% 3.67% 2.72% 1.74% 1.68%
Dechi
Holding
1.08% 0.10% 11.44% 6.89%
PICC Health
& Pension
Fund
5.29% 4.78% 3.68%
Other
investors(4)
37.14%
The Company
(PRC)
Shanghai Jitai
(PRC)
Shanghai Metis
(PRC)
Beijing Jitai
(PRC)
Suzhou Jitai
(PRC)
Metis Therapeutics
(United States)
Hangzhou Jitai
(PRC)
Metis HK
(Hong Kong)
Metis Australia
(Australia)
Beijing Susida
(PRC)
100%
100%
100%
Single Largest Group of Shareholders
Notes:
(1) CICC includes CICC Healthcare and CICC Kangrui.
(2) HSG includes HSG Seed I and HSG V enture VIII.
(3) 5Y Capital includes Evolution Holding IV Limited and Vibrant Evolution II Limited.
(4) See “— Pre-IPO Investments” and “— Capitalization of Our Company and Public Float” above for details of other investors of the Company.
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CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE GLOBAL OFFERING
The chart below sets out the shareholding structure of our Company immediately following completion of the Global Offering (assuming the
Presumptions):
Scientia HK
Nanjing
Chengtai
Yuxin
PICC Health
& Pension
Fund
Dr. Chen Dr. Wang Hangzhou
Shengtai
Delos
Holding
Beijing
Yuhetai CICC(1) HSG(2)
10.53% 5.81% 3.03% 2.24% 1.43% 1.39%
Dechi
Holding
0.89% 0.09% 9.44% 5.69% 4.37% 3.04%
5Y Capital(3)
3.94%
The Company
(PRC)
Shanghai Jitai
(PRC)
Shanghai Metis
(PRC)
Beijing Jitai
(PRC)
Suzhou Jitai
(PRC)
Metis Therapeutics
(United States)
Hangzhou Jitai
(PRC)
Metis HK
(Hong Kong)
Metis Australia
(Australia)
Beijing Susida
(PRC)
100%
100%
100%
Single Largest Group of Shareholders
Jiangsu
Jiequan
Other
investors
30.65%
Other public
Shareholders
17.46%
Notes: Please refer to the notes to “— Corporate Structure Immediately Before Completion of The Global Offering” above.
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OVERVIEW
Who We Are
We are a pioneer in AI-empowered nanomaterial innovation, dedicated to the delivery and
application of functional payloads across life forms with the commitment to unlocking a healthier
world through AI-driven nanotechnology. The foundation of our AI-driven nanotechnology is
NanoForge, a suite of proprietary and synergistic technologies that include our extensive de novo
lipid library, AI foundational models, METiS AI Agent, quantum chemistry and molecular dynamics
simulations, and AI-driven high-throughput screening platforms. Building upon this foundation, we
have developed three specialized solution platforms (i.e., AiTEM, AiLNP and AiRNA platforms)
that simulate, predict, and interpret nanoscale interactions, enabling the rational design,
optimization, and validation of advanced nanomaterials and their associated payloads.
Our platforms address longstanding challenges in the pharmaceutical industry, particularly the
need for precise and effective therapeutic delivery, and accelerate the development of innovative
medicines. In addition to advancing human therapeutics, we are actively extending the application
of our technologies to a broader range of life forms, unlocking new opportunities including
longevity and animal health.
We have built the industry’s first, largest and most diverse lipid library, comprising over 10
million structurally diverse lipids that serve as the foundational building blocks for targeted
delivery. This extensive library has enabled the development of nanomaterials capable of delivering
payloads to multiple distinct organs with precision.
Our most advanced drug candidate — designed using AI-driven formulation technology —
reduced preclinical formulation timelines from approximately one to two years to less than three
months. According Frost & Sullivan, MTS-004, which does not contain nanomaterials-based
delivery systems such as LNPs, represents the most advanced asset designed by AI-driven
formulation technologies.
The following chart illustrates our leadership in nanotechnology innovation:
One of the Most Technologically Advanced AI-driven Pharmaceutical Nanomaterial Solution Providers In The World
World’s first and only de novo lipid
language model and generation algorithm
Proven commercialization engines
Proven business model
Unrivaled technology leadership
Unrivaled technology leadership
Deeply entrenched expertise
Extensive technology foundation
10 million+
Structurally diverse lipids in our ionized
lipid library
 1
Pre-NDA product
8
Organs with identified nanomaterials to achieve
targeted delivery
 30+
Established partnerships
2-3 months
in average to develop a targeted LNP or
formulation
4
Pre-clinical
candidates
World’s largest lipid library and first
end-to-end lipid/LNP screening platform
World’s first AI + multi-dimensional
simulation small molecule formulation platform
3
Clinical
products
Our Market Opportunity and Competitive Landscape
Nanomaterials enable targeted delivery to specific organs and tissues and allow direct cellular
interaction, offering significant potential to address diseases at the molecular level. However,
traditional nanomaterial development relies heavily on trial-and-error approaches, is constrained to
limited molecular structures and suffers from an incomplete understanding of biological
interactions, resulting in slow, costly and inefficient discovery with low success rates. Advances in
artificial intelligence, particularly domain-specific models, are transforming nanomaterial
discovery by enabling faster design, prediction and optimization through integrated data, algorithms
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and iterative validation, significantly improving efficiency, precision and safety. According to Frost
& Sullivan, the global nanotechnology-based drug market grew from US$187.5 billion in 2020 to
US$222.0 billion in 2024, representing a CAGR of 4.3%, and is projected to reach US$585.4 billion
by 2035, at a CAGR of 9.2% from 2024 to 2035. Similar technological advances are also creating
opportunities beyond human therapeutics, including in animal health. According to Frost &
Sullivan, the animal health product market reached US$52.2 billion in 2024 and is expected to grow
to US$131.5 billion by 2035, representing a CAGR of 8.8% from 2024 to 2035. The industry is
highly competitive and rapidly evolving. We face competition from specialized nanotechnology
companies in drug delivery and from established pharmaceutical, biotechnology and academic
institutions in conventional drug development. While we believe our proprietary generative
AI-driven nanomaterial platforms, differentiated pipeline and experienced management team
position us competitively, our drug candidates and licensed products will compete with existing and
future therapies.
NanoForge — Foundation of Our AI-driven Nanomaterial Platform Technologies
At the forefront of innovation in targeted drug delivery, NanoForge represents a cutting-edge
suite of nano-delivery-focused AI technologies. This integrated platform enables molecular
generation and property prediction, AI-driven dry-wet lab iteration, and formulation design and
optimization. Designed for scalability and adaptability, NanoForge forms the foundation of our
efforts to revolutionize nanomaterial discovery and application across human therapeutics and
beyond. The following diagram illustrates the structure of our NanoForge platform:
Application
Domains
AiTEM
 AiLNP
 AiRNA
Data
Flywheel
Continuous
Learning
NanoForge
mRNA siRNA
 Peptides
Small
molecules
METiS Agent
Longevity
 Animal Health
Muscle
Tumors
Liver
Immune organs
CNS
Lung
Heart
GI tract
Human Therapeutics
METiS Lipid Library
Data universe
Dry lab
In silico design & simulation
Wet lab
In vivo testing & validation
METiS Datalots
HTS screening
Iterative
AI
Foundational
Models FormulationPredictionGeneration
Each component of NanoForge works synergistically within a bottom-up architecture,
progressing from data generation to model refinement and ultimately to application, to form a
self-reinforcing loop of data generation, prediction, validation, and continuous learning,
significantly expanding the scope of discovery and accelerating development timelines. This
closed-loop cycle enables us to achieve successive monthly upgrades to our nanomaterial libraries,
increasing both pace of innovation and breath of applications.
 Foundational Dry-Wet Data Layer — Integrated Dry-wet Lab Infrastructure:
NanoForge is built on a fully integrated, AI-driven dry-wet lab system that enables
closed-loop, end-to-end optimization from in silico design to in vivo validation. This
system integrates dry-lab mechanism-based simulations of bio-nano interactions, active
learning strategies to strategically guide experimental choices with high-throughput
wet-lab screening and experimental validation. This real-time feedback loop allows
rapid validation and refinement of AI predictions, significantly shortening nanomaterial
discovery timelines and improving the translational success rate.
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 Library Layer — METiS Ionizable Lipid Library — Our Data Universe: Building upon
this experimental foundational layer, NanoForge continuously feeds data into the METiS
Ionizable Lipid Library. We have built the world’s largest and most diverse ionizable
lipid library, comprising over 10 million lipid structures, far surpassing any other
database in the field. A substantial number of these lipids are supported by experimental
data generated from our wet-lab studies, providing a strong foundation for reliable
model training and continuous algorithm improvement. The scale and proprietary nature
of our dataset enhances our ability to differentiate from existing intellectual properties,
expands organ-specific targeting capabilities, and enables fine-tuning of our molecular
generation and prediction models. Notably, both positive and negative experimental
outcomes are systematically captured, ensuring comprehensive coverage and deeper
learning.
 Model Layer — METiS AI Foundational Models: Above the data layer, NanoForge
incorporates a suite of verticalized, function-specific AI foundational models purpose-
built for each key stage of the nanomaterial development cycle, including molecular
generation, property prediction, experiment design, formulation optimization, and expert
validation. These models have been trained on the 10 million proprietary lipid structures
from the dry lab and more than 100,000 data points in lipid and LNP properties we
generated from the wet lab through the dry-wet feedback loop, and are capable of
predicting over 20 key physicochemical and functional properties of lipids and LNPs
with key models achieving high predictive R
2 values above 0.8 for reliable and efficient
virtual screening. Our deep domain expertise enables us to strategically orchestrate and
integrate these models, maximizing predictive accuracy and ensuring discovery
efficiency.
 Application Layer — METiS Agent: Serving as the intelligent interface of our platform,
METiS Agent interprets and executes user queries, dynamically coordinating and
selecting the most suitable AI foundational models and retrieving relevant information.
It features a user-friendly interface that enables in-house scientists to engage with the
platform. METiS Agent also provides transparent reasoning and actionable insights,
helping researchers optimize development strategies and accelerate innovation.
The four components of NanoForge operate as an integrated, closed-loop system that connects
data generation, model development, and practical application. The dry-wet lab infrastructure forms
the foundation by generating experimental data through iterative testing and validation. This data
feeds directly into the METiS Ionizable Lipid Library, which serves as the central database for
training and refining the platform’s AI models. The AI foundational models then analyze and learn
from this data to generate new molecular candidates and predict their properties. These predictions
guide subsequent laboratory experiments, creating a continuous feedback cycle between the lab and
the models. Finally, the METiS Agent acts as the coordinating interface, linking all layers together
by translating research queries into model actions and experimental workflows, ensuring that
insights from one component immediately inform and improve the others.
Our technology leadership is driven by a highly skilled, interdisciplinary team and a deep
commitment to innovation. We operate three global R&D hubs — in Beijing, Hangzhou and
Cambridge, Massachusetts, with over 70% of our talents dedicated to research and development.
Our R&D team includes over 100 scientists across AI, drug delivery, and pharmaceutical R&D. As
of the Latest Practicable Date, our efforts have resulted in 52 granted patents and 224 filed patent
applications, reflecting our continued leadership at the intersection of AI and nanomaterials.
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Suite of METiS Solutions
We have developed three core solutions that simulate, predict, and interpret complex
nanoscale interactions across chemical, biomolecular, and life systems. These advanced capabilities
empower us to achieve exceptional precision, efficiency, and cost-effectiveness in the design and
optimization of nanomaterials, their formulations, and associated payloads. This allows for targeted
delivery and effective treatment in specific organs, tissues, cells, and molecular targets.
 AiTEM — Nanoscale Chemical-biological Interactions: In small molecule drug
formulation, our AiTEM platform is at the forefront of understanding nanoscale
interactions between chemical molecules and biological systems — interactions that are
critical to formulation success. AiTEM leverages advanced AI-driven high-throughput
screening iteration, molecular dynamics, and quantum chemistry to power proprietary
algorithms that design and optimize drug formulations, including excipient types and
ratios. It uses quantum chemistry and molecular dynamics simulations to predict
drug-excipient interactions and identify optimal excipient candidates. The platform also
enables optimization of nanoscale formulations such as cosolvent solvation, micelles,
solid dispersions, cyclodextrin encapsulations, and microspheres to improve solubility
and bioavailability and to achieve desirable pharmacokinetics profile. Formulation
samples can be rapidly tested using automated high-throughput screening platforms.
AI-driven iteration further analyzes experimental outputs — including solubility,
stability, and permeability — to recommend top-performing formulations for further
development.
Building on the AiTEM platform described above, our drug formulation solution is an
important component of our integrated technology platform. Formulation capabilities
play a foundational role in enabling drug efficacy, bioavailability and patient
compliance, particularly for small-molecule therapeutics. It is essentially a delivery
technology platform for small molecules. For example, MTS-004, an oral small-
molecule drug candidate, relies on formulation optimization to improve patient
compliance through an orally disintegrating tablet, addressing clinical needs such as
dysphagia. Although MTS-004 does not employ delivery systems such as LNPs, its
development illustrates how formulation innovation can drive meaningful therapeutic
outcomes through delivery improvement.
In addition, our drug formulation capabilities support research collaboration
opportunities with pharmaceutical partners, including formulation optimization for
specific drug candidates or patient populations. Leveraging our AI-driven formulation
platform, we are able to accelerate formulation development and enhance the
attractiveness of our platform to potential partners. Together with our LNP-based
delivery technologies, our formulation solution forms part of an integrated platform that
supports a broad range of therapeutic development activities and contributes to our
long-term competitiveness.
 AiLNP — Biomolecular and Supramolecular Interactions: Understanding interactions
between nanomaterials and biological molecules — such as proteins and nucleic acids
— is critical to ensuring the efficiency, precision, and safety of active agent delivery.
Our AiLNP platform applies advanced computational modeling to simulate these
interactions and predict the behavior of supramolecular assemblies. At its core, AiLNP
leverages our proprietary lipid library, lipid language models, and generative and
predictive algorithms to identify and design optimal lipid candidates. Predictive AI and
molecular dynamics models provide mechanistic insights and predict over 20 lipid
properties. The platform enables systematic design and optimization of LNP components
— including ionizable lipids, helper lipids, cholesterol, PEG-lipids and other targeting
moieties — and their ratios to create tailored, high-performance formulations. Through
our Datalots high-throughput screening platform, in-house animal models, and AI-
guided screening workflows, AiLNP accelerates in vivo data collection and optimization.
It also supports rapid, scalable, and LNP synthesis, streamlining the path from discovery
to development.
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 AiLNP + AiRNA — Biomolecule-organism Interactions: The complexity of drug
delivery increases significantly when supramolecular structures like LNPs interact with
living systems, and when biomolecules such as mRNA engage with the cellular
machinery. A deep understanding of these dynamic, multiscale interactions is critical for
precise biological modulation. Our integrated AiLNP and AiRNA platforms are built to
meet this challenge. They enable AI-driven, full-length mRNA sequence design
optimized for expression, protein folding, stability, and manufacturability. Using
generative AI, the platforms also design organ-targeting untranslated regions (UTRs),
validated through high-throughput cell-based UTR screening datasets. Additionally, they
simulate and predict key in vivo behaviors — including biodistribution, cellular uptake,
endosomal escape, and downstream biological responses — of both LNPs and mRNA.
These predictive models are continuously refined with experimental data, enabling the
co-optimization of lipid components, formulations, and mRNA sequences to function
synergistically and maximize therapeutic efficacy.
AiTEM, AiLNP , and AiRNA are three individual platforms built on top of our NanoForge
system, each serving distinct but complementary functions. AiTEM focuses on small-molecule
formulation design, AiRNA on mRNA sequence optimization, and AiLNP on LNP design. While
each platform operates independently, AiRNA and AiLNP are often used together to co-design and
optimize complete mRNA-LNP delivery systems. AiTEM is primarily served as a distinct platform
for small molecules but can also be integrated with the other two platforms in specific use cases —
for example, combining with AiRNA for siRNA-permeation enhancer conjugate/co-formulation or
with AiLNP for small-molecule LNP delivery optimization.
During the Track Record Period and as of the Latest Practicable Date, these platforms are
primarily used internally by our R&D teams to support both in-house pipeline development and
externally for collaboration projects. In the future, we may consider making selected functions of
these platforms available to external partners under the defined collaboration arrangements, either
by granting limited access or by deploying customized versions on partners’ infrastructure.
Many biological and cellular mechanisms — such as tissue penetration, biodistribution, and
cellular uptake — are conserved across species, giving our solution platforms exceptional
versatility. Originally developed for human therapeutics, our technologies can be seamlessly
adapted to other domains, including longevity and animal health. This adaptability significantly
expands our addressable market and highlights the broad cross-sector applicability of our platform.
Our Real-world Applications
Our solutions accelerate the development of advanced therapeutics for a broad spectrum of
diseases with high unmet clinical needs. They have enabled the creation of novel chemical
formulations and LNPs targeting key organs and tissues — including the gastrointestinal tract, liver,
lung, heart, immune organs, brain, muscle and tumors. These organs are central to many of the
world’s most prevalent and difficult-to-treat conditions, representing substantial market
opportunities that our technologies are uniquely equipped to address. Notable applications include:
Chemical Nano-world Franchise
 MTS-004 is an orally administered, novel therapeutic candidate under development as the first
drug in China for the treatment of pseudobulbar affect (PBA). Leveraging AiTEM’s predictive
analytics and advanced modeling in MTS-004’s development, we were able to shorten
preclinical formulation timelines from 1-2 years to less than 3 months. For the avoidance of
doubt, MTS-004 does not contain nanomaterials-based delivery systems such as LNPs but its
formulation still involves interactions at a nanoscale level between the active pharmaceutical
ingredients and other drug components.
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Established Liver-targeted Nano-delivery Leveraging AiLNP+AiRNA Platforms
 MTS-105 is a potentially first-in-class mRNA therapeutic for liver cancer and other advanced
solid tumors with liver metastasis. Built on METiS’s AiRNA and AiLNP platforms, it encodes
a TCE and uses an optimized LNP delivery system for efficient liver targeting and sustained
in vivo expression, driving robust local and intra-tumoral immune activation and potent tumor
cell killing.
Broader Organ Applications:
 MTS-109 is a best-in-class mRNA-encoded TCE, designed for targeted delivery via LNPs to
lymphoid organs, including the spleen, bone marrow, and lymph nodes, to achieve deep and
sustained depletion of pathogenic B cells in autoimmune diseases. The use of mRNA enables
controlled in vivo protein translation, providing favorable PK for balanced immune resetting.
Applications Beyond Human Health:
 Leveraging our in-depth understanding of nano-scale interactions in biology world, we are
exploring adoption of our NanoForge technologies and various solution platforms in new
frontiers across broader life forms, expanding our impact into non-human applications. For
example, our PTS-101 is designed to address animal obesity and our AiLNP platform has
developed muscle-targeted LNPs that enable precise delivery of therapeutics to muscular
tissue, unlocking the potential to address the significant unmet needs for animal longevity.
Our Specialist Technology Products and Related Transaction Models
Our AI and nanomaterial technologies underpinning each of our (i) AI-driven lipid validation
services through NanoForge platform and (ii) specific nanomaterials developed from a suite of
specialized solution platforms, including AiTEM, AiLNP and AiRNA solutions, fall under the
acceptable sectors of “next-generation information technology” and “advanced materials,” which
are included in the list of Specialist Technology Industries set out in Chapter 2.5 of the Guide for
New Listing Applicants. Our Specialist Technology Products are transaction-based in nature. We do
not operate under any subscription-based or hybrid models. Depending on the type of Specialist
Technology Product and collaboration structure, our transaction-based arrangements can be broadly
categorized into two principal models:
Specialist
Technology
Product
Specialist
Technology Acceptable Sectors Applications Timeframe of Delivery
(1) AI-Driven
Nanomaterial
Solutions for
Drug Delivery
and
Formulation /H1118
AI Next-generation information
technology
A I
 AI solutions : the design and
provision of AI solutions used
in different industry verticals
AiTEM solution enables optimization of
nanoscale formulations such as cosolvent
solvation, micelles, solid dispersions,
cyclodextrin encapsulations, and microspheres
to improve solubility and bioavailability and
to achieve desirable pharmacokinetics profile.
Small molecule drug formulation: The whole
development cycle typically lasts 3–6 months,
and the collaboration model is also based on
stage-by-stage deliverables, typically
including the following steps: formulation
screening → dissolution testing → stability
study → data analysis → reporting
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Specialist
Technology
Product
Specialist
Technology Acceptable Sectors Applications Timeframe of Delivery
Platform
Partnership
Model /H1118/H1118/H1118
AI Next-generation information
technology
A I
 AI solutions : the design and
provision of AI solutions used
in different industry verticals
We provide AI-driven lipid identification
services through our NanoForge platform.
NanoForge is a cutting-edge suite of nano-
delivery focused AI technologies, which
enables molecular generation and property
prediction, AI-driven dry-wet lab iterative
discovery, and formulation design and
optimization.
METiS ionizable lipid library is the world’s
largest and most diverse ionizable lipid
library, which enhances our ability to
differentiate from existing intellectual
properties, expands organ-specific targeting
capabilities, and enables fine-tuning of our
molecular generation and prediction models.
METiS AI foundational models are verticalized,
function-specific AI foundational models
purpose built for each key stage of the
nanomaterial development cycle, including
molecular generation, property prediction,
experiment design, formulation optimization,
and expert validation.
Nanomaterial delivery system development
(Metis delivery technology + payloads
provided by partners): Our collaboration with
partners follows a staged R&D-to-Option-to-
License model. The initial research and
development phase (“Research Term”)
typically lasts around one year, during which
both parties jointly conduct preclinical
studies, including mRNA production, LNP
formulation, in vivo biodistribution, PK/PD,
toxicity assessments, and in vitro functional
characterization. Following the R&D stage,
Partner is granted a time-limited option
period (typically 60 days post-Research Term)
to decide whether to enter into a royalty-
bearing license to METiS technology. If the
option is exercised, the collaboration
transitions into a license agreement, under
which Partner obtains commercialization
rights to products derived from the research,
while METiS retains ownership of its core
platform technology and improvements.
Deliverables are thus structured in clear
phases: experimental data and reports during
R&D → the option to license upon project
completion → a potential license framework
for downstream product development and
commercialization.
Nanomaterials Advanced materials
 Nanomaterials
 The manipulation of
materials conducted at a
nanoscale , including
manufacturing of end
products using
nanotechnology
METiS Agent is the intelligent interface of our
platform, which interprets and executes user
queries, dynamically coordinating and
selecting the most suitable AI foundational
models and retrieving relevant information.
Integrated dry-wet lab infrastructure: a fully
integrated, AI-driven dry-wet lab system that
enables closed loop, end-to-end optimization
from in silico design to in vivo validation.
See “Business — Overview — NanoForge —
Foundation of Our AI-driven Nanomaterial
Platform Technologies.”
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Under our platform partnership model, we conduct project-based R&D collaborations with
pharmaceutical and biotechnology partners, commencing with a defined research program in which
we apply our proprietary AI platforms and delivery technologies to optimize LNPs or formulations
for partner-provided payloads and target applications. Partners typically contribute complementary
materials and study designs, and we receive fees primarily to cover research activities and, in
certain cases, option fees. Upon completion of the research phase, partners may elect to enter into
a license agreement with us to license our LNPs or specific formulations, pursuant to which we may
receive upfront, milestone and royalty payments linked to downstream development,
commercialization and product sales, with revenues recognized in accordance with transaction
milestones.
Specialist
Technology
Product
Specialist
Technology Acceptable Sectors Applications Timeframe of Delivery
(2) Specific
nanomaterials
developed
from METiS
platforms
(Metis delivery
technology +
Metis
payload) /H1118/H1118/H1118
AI Next-generation information
technology
A I
 AI solutions : the design and
provision of AI solutions
used in different industry
verticals
We develop nanomaterial products through
AiTEM, AiLNP and AiRNA solutions.
We have also developed an organ-specific
delivery platform, which supports a growing
and diversified pipeline across oncology,
immunology, CNS, respiratory,
cardiovascular, muscular, and metabolic
diseases.
Our pipeline out-licensing model typically
follows a staged collaboration cycle. We
leverage our proprietary technology platforms
to develop internal pipeline assets and
advance them through clinical validation.
Once proof of concept is established, we
engage with partners to out-license the
products under structured agreements. The
collaboration model is designed to combine
our R&D expertise with the partner’s clinical
and commercial capabilities, ensuring
efficient progression into late-stage
development and market entry. In terms of
deliverables, our pipeline products are
generally transferred to the partner upon
agreement execution, with the partner
assuming responsibility for subsequent
clinical development, regulatory approval,
and commercialization, while we remain
engaged to support the program’s continued
success.
Product
Partnership
Model /H1118/H1118/H1118
Nanomaterials Advanced materials
 Nanomaterials
 The manipulation of
materials conducted at a
nanoscale , including
manufacturing of end
products using
nanotechnology
Drug and other nanomaterial products emerged
from these solution platforms, including:
 MTS- 201, MTS-105, MTS-109, PTS-101
and PTS-201.
 MTS-004 (which does not contain
nanomaterials-based delivery systems such
as LNPs but its formulation still involves
interactions at a nanoscale level between
the active pharmaceutical ingredients and
other drug components)
See “Business — Overview — Suit of METiS
Solutions” and “Business — Our Advanced
AI-Empowered Solution Platforms.”
Under our product partnership model, proprietary pipeline products developed from our
internal technology platforms are commercialized through transaction-based out-licensing
arrangements. Upon achieving sufficient preclinical or early-stage clinical validation, we may grant
partners exclusive rights to further develop, register and commercialize the licensed products.
Revenues under this model are primarily milestone-driven and may include upfront payments,
development, regulatory or commercial milestone payments, and sales-based royalties or profit-
sharing upon commercialization.
“Drug payload” or “payload” refers to the active therapeutic agent carried or delivered by a
drug delivery system or therapeutic platform, which is responsible for exerting the intended
pharmacological or biological effect after being released or activated in the body. The drug payload
may include, among others, small-molecule compounds, peptides, nucleic acids, or other
therapeutic substances.
“Drug target” refers to the specific biological molecules or structures, such as proteins,
receptors, enzymes, or genetic materials, that are intended to be interacted with or modulated by a
drug to produce a therapeutic effect. Drug targets are typically disease-associated components
within cells, tissues, or organs.
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In general, the drug payload represents what delivers the therapeutic effect, while the drug
target represents where and how the therapeutic effect is achieved. The drug payload is the active
substance administered to or delivered into the body, whereas the drug target is the biological site
or mechanism that the payload is designed to act upon. A single drug payload may act on one or
multiple drug targets, and conversely, different drug payloads may be designed to act on the same
drug target.
Development Progress and R&D Stages by Each of Our Specialist Technology Products
The table below summarizes the R&D progress, key development milestones, and
commercialization plans for each of our Specialist Technology Products. Our Specialist Technology
Products are at different development stages, ranging from fully commercialized AI platforms to
pre-commercial and pre-clinical nanomaterial products, reflecting the progressive maturation of our
proprietary technologies under the METiS platforms.
Specialist Technology Products Timeframe of Operations Current Stage of Development Key R&D/Validation Activities Remaining
Commercialization Pathway and Expected
Timeline
(1) AI-Driven Nanomaterial
Solutions for Drug
Delivery and
Formulation /H1118/H1118/H1118/H1118/H1118/H1118
Commencement of R&D:
second quarter of 2020
Pilot commercialization:
second quarter of 2021
Commercial-ready: third
quarter of 2025
Commercialized and
revenue-generating
Ongoing algorithm refinement,
model expansion and
application to additional
formulation types and
therapeutic areas.
In vitro and in vivo
performance assessments;
Biodistribution and
pharmacokinetic/
pharmacodynamic (PK/PD)
profiling;
Safety and toxicity evaluations;
and
Functional characterization of
novel nanomaterials generated
through our proprietary
AI platforms.
Our platform entered the pilot
commercialization stage in
2021 through collaborations
focusing on formulation
development.
Under these collaboration
frameworks, we primarily
contribute our proprietary
materials, data analytics, and
formulation optimization
capabilities, while partners
provide complementary
resources such as reference
compounds, preclinical study
designs, and bioanalytical
assays.
Upon completion of these
research and validation
activities, the collaboration
typically advances into an
option and license stage, where
partners may exercise options
to negotiate specific
commercial terms, which we
believe represent the
commercialization stage.
Successful transition to this stage
would allow us to realize
defined commercial benefits,
including milestone-based
payments and potential royalty
income tied to downstream
commercialization outcomes.
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Our AI-Driven Nanomaterial Solutions for Drug Delivery and Formulation commenced R&D
activities in the second quarter of 2020, and entered pilot commercialization in the second quarter
of 2021 through collaborations focusing on formulation development. During this pilot stage, we
generated only an immaterial amount of revenue as we were refining our commercial model. We
become commercial ready starting third quarter of 2025 after establishing a collaboration with a
leading global pharmaceutical company, followed by several additional agreements of similar
structure.
We expect this business line to deliver meaningful revenue within 24 months after the Listing,
supported by ongoing collaborations and the potential exercise of licensing options as well as
additional discussions we are conducting with potential partners. This expectation is based on
several assumptions: (i) we can successfully complete predefined research projects within the
partners’ expected timelines; (ii) the LNP delivery systems and optimized formulations developed
by us will meet our partners’ standards, typically evaluated through pre-clinical and clinical studies;
and (iii) we can enter into additional research collaborations that can generate milestone payments
and potential royalties.
The key risks associated with this STP primarily relate to potential delays in project
completion, changes in the development priorities of our collaboration partners, and the pace of
technology adoption, which may be affected by regulatory or scientific considerations. In addition,
the timeline for converting proof-of-concept projects into license or commercialization
arrangements may vary depending on the scope and progress of each collaboration. While these
factors may influence the pace at which revenue is realized, we believe they are inherent to the
nature of collaborative R&D in our industry. We continue to enhance the commercial readiness of
our platforms, broaden the applicability of our technologies, and strengthen relationships with
existing and potential partners to support the sustainable expansion of our collaboration pipeline
and mitigate these risks over time.
Our drug delivery solutions and drug formulation solutions are inherently interconnected and
are integrated as part of a comprehensive, end-to-end technology platform. Certain underlying
algorithms used in drug formulation development and drug delivery are shared. While these
technologies have distinct technical focuses, they do not operate as fully standalone products, as
their combined application is essential to achieving optimal therapeutic outcomes.
The small-molecule drug formulation technologies under the AiTEM platform are, in essence,
small-molecule delivery technologies. The ultimate objective of a small-molecule drug is to reach
its intended protein target and interact with the relevant binding pocket to exert its pharmacological
effect. However, small-molecule drugs often exhibit inherent limitations, including poor solubility,
permeability and stability, among other properties. The objective of the AiTEM platform, and of
drug formulation technologies generally, is to formulate small-molecule compounds together with
appropriate excipients to enhance such properties and thereby facilitate effective delivery to the
target protein.
Similarly, the AiLNP and mRNA delivery technologies are driven by comparable
considerations. Naked mRNA molecules cannot be effectively delivered to the desired organs or
cells without formulation. Accordingly, mRNAs are formulated with additional excipients,
including ionizable lipids, to form LNP formulations. The ratios of the various components within
an LNP formulation must be optimized, which is achieved through our proprietary AI-enabled
high-throughput screening and iterative optimization methods. These optimization processes
employ the same underlying algorithms used in small-molecule formulation optimization, whereby
the ratios of different formulation components are iteratively evaluated and refined.
Our drug formulation technologies, particularly those utilizing the AiTEM platform, are
designed to optimize drug-excipient interactions and pharmacokinetic profiles, with the objective
of enhancing bioavailability and patient compliance. For example, the MTS-004 formulation has
been optimized to address the needs of patients with dysphagia through an orally disintegrating
tablet, improving delivery of the active ingredients.
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Our drug delivery technologies, based on the AiLNP platform, are designed to enhance the
targeting, biodistribution and bioavailability of therapeutics through advanced delivery systems
such as lipid nanoparticle formulations. The optimization of LNP components is a critical aspect of
the drug delivery process and is often informed by insights obtained during the formulation stage.
The performance of the LNP delivery system depends on formulation optimization, as the
composition of LNPs must be aligned with the specific formulation characteristics to enable
effective encapsulation and controlled release of the therapeutic payload at the intended site of
action.
Thus, while drug formulation and drug delivery each have distinct areas of focus, they are not
regarded as separate STPs because they function as part of a holistic platform. Both technologies
are deeply intertwined: formulation optimization directly supports enhanced drug delivery, and
delivery system components are optimized based on the formulation design. As such, the combined
value derived from both formulation and delivery technologies is far greater than the sum of their
parts, positioning them as inseparable elements of the overall therapeutic development process.
Specialist Technology Products Timeframe of Operations Current Stage of Development Key R&D/Validation Activities Remaining
Commercialization Pathway and Expected
Timeline
(2) Proprietary Nanomaterial
Pipeline Products
(METiS formulation/
METiS delivery
technology + METiS
payloads) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Commencement of R&D:
second quarter of 2021
PoC: firstly achieved for
MTS-004, MTS-105 and
MTS-201 from fourth
quarter of 2021 to second
quarter of 2023; PoC
validation for remaining
pipeline products ongoing
Commercial-ready stage:
MTS-004 reached
commercial readiness and
was successfully
out-licensed in September
2025; remaining assets
expected to reach
commercial-ready status
by first quarter of 2027 to
fourth quarter of 2028
Revenue generation:
MTS-004 out-licensing
upfront payment received
in 2025; additional out-
licensing revenue of MTS-
004 subject to licensee’s
commercialization
progress; remaining assets
subject to further business
development efforts
Mixed stage:
MTS-004 commercial-
ready and out-
licensed;
other pipeline assets
preclinical/early
clinical
For remaining assets:
Completion of preclinical
toxicology packages;
Generation of comprehensive
PK/PD datasets; and
Progression through early-phase
clinical trials to establish
safety and preliminary efficacy.
One proprietary formulation-
optimized asset (MTS-004)
successfully out-licensed in
September 2025 – marking our
first commercial milestone.
For the avoidance of doubt,
MTS-004 does not contain
nanomaterials-based delivery
systems such as LNPs but its
formulation still involves
interactions at a nanoscale
level between the active
pharmaceutical ingredients and
other drug components.
Other pipeline assets expected to
enter license-out negotiations
upon completion of preclinical
and/or early clinical validation.
Our proprietary nanomaterial-based pipeline products, which integrate METiS delivery
technologies/formulations with METiS payloads, commenced R&D in the second quarter of 2021.
Proof-of-concept validation for selected assets was firstly achieved between the fourth quarter of
2021 and the second quarter of 2023.
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Among them, MTS-004, a formulation-optimized asset that does not contain nanomaterials-
based delivery systems such as LNPs, reached commercial readiness and was successfully
out-licensed in September 2025, generating upfront licensing income and providing the potential for
future milestone and royalty revenues.
Our remaining pipeline assets are at pre-clinical or early clinical stages and are expected to
reach commercial-ready status and enter into license-out discussions upon the generation of
promising safety and efficacy data.
We anticipate further revenue contribution from MTS-004 licensing agreement and new
license-out transactions within the 24 months following the Listing, supported by the expected
completion of key pre-clinical and clinical milestones that will enable commercial discussions with
potential partners. This expectation is based on the timely completion of pre-clinical toxicology and
PK/PD datasets, smooth progression into early clinical development, and sustained business
development momentum.
Key risks associated with this STP include regulatory uncertainties, potential delays in
pre-clinical or early clinical validation, challenges in demonstrating sufficient clinical relevance,
and extended timelines for out-licensing negotiations. These factors could affect the pace and
timing of revenue realization. Nevertheless, given the successful out-licensing of MTS-004 —
which validates both our technology platform and commercial model — and the advanced stage of
readiness of our remaining assets, we believe we are reasonably well positioned to achieve the
revenue requirement within 24 months after the Listing.
OUR STRENGTHS
A Pioneer in the Rapid Growing AI Nanomaterial Market
We are a pioneering force in the emerging AI nanomaterial market, with a strong and growing
presence across the pharmaceutical industry and adjacent fields. Since our inception, we have
driven innovation in the next-generation drug discovery and delivery, fueled by our long-term
commitment, visionary leadership, and executional excellence. Our sustained focus on
technological excellence has enabled us to establish a core competency and a strong first-mover
advantage, positioning us as the front-runner in this rapidly evolving market.
At the core of our technology is NanoForge, the world’s first AI foundational model suite
purpose-built for nanomaterials. By integrating artificial intelligence with quantum chemistry and
molecular dynamics simulations with wet-lab experimental validation, NanoForge enables seamless
interaction between in silico predictions and real-world experimental outcomes. Our proprietary
generative models significantly expand the accessible lipid design space compared to traditional
methods and are continuously refined using data from our in-house high-throughput wet-lab
screening systems, including diverse cell-based assays and animal models.
NanoForge supports a fully integrated R&D workflow — from lipid optimization driven by
mechanistic modeling and predictive analytics to formulation development powered by METiS
Datalots, our AI-enabled high-throughput screening experimentation platform. This closed-loop
system generates a powerful data loop: each iteration produces high-quality experimental data that
continuously refines our models, accelerates discovery, and enhances translational success.
As a result, we have built the world’s largest and most diverse de novo ionizable lipid library,
comprising over 10 million AI-generated structures. Our library has been validated through
molecular dynamics, high-throughput screening, in vivo studies, and external collaboration with
leading global pharmaceutical and biotechnology companies.
Our infrastructure also supports the development of METiS Agent, an advanced AI agent for
nanomaterials. Designed to coordinate multiple models in real time, METiS Agent serves as both
a retrieval-augmented generation (RAG) system and an intelligent screening engine. It enables
high-confidence virtual screening, prediction, experimental design, and preliminary FTO analysis
— dramatically increasing the likelihood of identifying novel, effective, and patentable candidates
for future clinical and commercial translation.
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Our Proprietary AI-driven Nanomaterial Platforms Deliver Precision, Efficiency, and Cost-
effectiveness Across a Range of Applications
We have developed a suite of proprietary platforms at the intersection of artificial intelligence
and nanomaterials, designed to address key bottlenecks across the drug discovery and development
cycle. These platforms are designed to deliver scalable solutions with high predictive accuracy,
accelerated development timeline, and broad applicability across small molecule formulation,
organ-targeted therapeutics, as well as other advanced therapies.
 Application I: Transforming Small Molecule Formulation . Our AiTEM platform
significantly improves small molecule drug formulation by integrating AI-driven design,
high-throughput screening, and automated formulation testing. AiTEM has meaningfully
shortened preclinical formulation timelines — from 1-2 years to less than three months
— while improving the bioavailability over three folds. MTS-004, a small molecule drug
candidate emerged from AiTEM platform that does not contain nanomaterials-based
delivery systems such as LNPs has advanced from IND to Phase III completion within
two years. AiTEM also enables the development of oral small molecule therapies with
strong safety profiles, robust efficacy, and improved patient compliance.
 Application II: Liver-targeted Nano-delivery. Our AiLNP platform leverages AI-driven
screening of over 10 million proprietary ionizable lipids to design LNPs with
exceptional liver-targeting efficiency. In preclinical models, METiS-designed LNPs
have shown over 20-fold higher liver delivery compared to leading benchmarks.
Complementing AiLNP , our AiRNA platform enables mRNA sequence design and
optimization, creating a seamless workflow from payload design to delivery. To ensure
clinical readiness, we have developed a GMP-compliant CMC process covering drug
product manufacturing. Together, these platforms enable precise delivery to and around
liver tumor lesions — enhancing local drug concentration while reducing systemic
toxicity — and support the development of advanced mRNA and LNP-based therapies.
 Application III: Precise Nano-delivery across Organs to Tackle Next-level Complexity.
We are extending our nano-delivery capabilities to reach complex and difficult-to-target
tissues and organs — including tumors, lungs, brain, muscles, and the heart and immune
organs — addressing a broad range of diseases with significant unmet medical needs.
Powered by our AI-driven nanomaterial platform design engine, high-throughput
screening, and in vivo validation, we have achieved first-in-class delivery capabilities to
muscle, heart, and brain, and best-in-class performance in lung and liver. This integrated
approach enables highly selective and efficient delivery across organ systems. Our
organ-specific delivery platform supports a growing and diversified pipeline across
oncology, immunology, CNS, respiratory, cardiovascular, muscular, and metabolic
diseases. By enabling targeted therapies across multiple high-value indications, we are
advancing the next frontier of precision medicine.
Diversified and Low-risk Pipeline Spanning Therapeutic Areas, Organ Targets, and
Modalities
Within just six years since inception, we have built a diversified and strategically low-risk
pipeline that spans multiple therapeutic areas, organ targets, and modalities. This rapid progression
reflects our strong innovation capability and validates the scalability of our AI-driven nanomaterial
platforms across a wide range of disease areas.
A key feature of our pipeline is its strategic low-risk profiles: instead of pursuing unproven
targets, we focus on clinically validated targets and biomarkers, applying our proprietary
nano-delivery technologies to unlock therapeutic potential in areas where traditional approaches
have been limited by drug delivery challenges. This delivery-first strategy enables us to pursue
high-value and high unmet medical needs indications with a reduced scientific and clinical risk
profile while a better clinical efficacy target.
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In the past six years, we have built a robust active on-going pipeline with over 10 pipeline
products, comprising a few discovery-stage pipeline candidates, 4 pre-clinical candidates (MTS-
107, MTS-108, MTS-118, MTS-128), 3 clinical-stage products (MTS-201, MTS-105, MTS-109), 1
pre-NDA product (MTS-004) and 2 animal health products (PTS-201, PTS-101). Our pipeline assets
are each differentiated by their unique mechanisms, clinical profiles, and market potential, and
collectively targeting disease areas with significant unmet medical need and strong commercial
potential.
Taken together, our pipeline reflects a thoughtful balance of clinical-stage and preclinical
programs, first- and best-in-class candidates, and broad therapeutic reach, while maintaining
scientific differentiation and development efficiency. This robust pipeline structure positions us to
generate sustained clinical, regulatory, and commercial milestones in the near and long term.
A Dual-pathway Business Model to Maximize Platform and Product Value
We adopt a dual-pathway business model to realize the commercial and strategic value of both
our proprietary AI-driven nanomaterial platforms and pipeline products. This model enables us to
engage leading pharmaceutical and biotechnology companies through complementary collaboration
structures, accelerating technology validation and real-world application.
Under our platform collaboration, we offer end-to-end solutions leveraging our AI-enabled
nanomaterial platforms to support partners in lipid nanoparticle design and therapeutic molecule
optimization. We have formed such collaborations with leading global pharmaceutical companies,
as well as innovative biotechnology companies, reflecting strong industry demand for our drug
delivery capabilities.
In parallel, we pursue product partnership for select pipeline programs, which are expected to
be out-licensed or co-developed following proof-of-concept validation. For example, we have
entered into a licensing agreement to out-license MTS-004, a formulation-optimized asset that does
not contain nanomaterials-based delivery systems such as LNPs, to Zhejiang Yin’an. If approved,
it would be the first approved treatment for PBA in China, offering differentiated clinical value and
significant market potential.
We are currently engaged in business development dialogues with over 30 global
pharmaceutical and biotechnology companies, spanning diverse therapeutic areas and deal
structures. In addition to pharmaceuticals, we are exploring collaboration opportunities in adjacent
areas such as human and pet longevity, pet health, and other novel applications of our technology
platforms.
These efforts have already begun to generate revenues, which enable us to further develop
next-generation AI-driven nanomaterial platforms and maintain at the frontier of the drug delivery
industry.
Visionary Founders and Proven Leadership Driving Scalable Innovation
Our success is anchored by a visionary founding team from MIT, and is further supported by
a seasoned executive leadership team, a globally recognized scientific advisory board, and a strong
base of institutional investors. Together, they provide a strong combination of scientific excellence,
entrepreneurial execution, and global industry perspective — enabling METiS to scale
breakthrough innovation across AI and nanomaterials.
Our three Co-founders bring deep and complementary expertise across AI, drug delivery, and
translational science. Dr. Lai, Co-founder and CEO, earned his Ph.D. from the Massachusetts
Institute of Technology and is a serial entrepreneur who previously founded AquaFresco, an
award-winning water-tech company. He also worked as a strategy consultant at McKinsey &
Company, advising leading pharmaceutical clients, and now leads our AI platform development and
corporate strategy. Dr. Hongming Chen, Co-founder and Chief R&D Officer is a member of the U.S.
National Academy of Engineering and a veteran drug delivery scientist. She played a pivotal role
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in founding TransForm Pharmaceuticals, which was later acquired by Johnson & Johnson. She also
served as the vice president of research, executive vice president of research, and chief scientific
officer at Kala Pharmaceuticals, Inc. (NASDAQ: KALA) from 2010 to 2021. Her leadership ensures
scientific rigor and translational success across our R&D programs. Dr. Wenshou Wang, Co-founder
and COO, holds a Ph.D. in polymer chemistry and previously conducted research at MIT’s
Computer Science and Artificial Intelligence Lab, where he co-developed a machine learning-
enabled 3D printer and co-founded a company based on this technology. Dr. Wang leads our
AI-driven formulation and delivery platforms while overseeing day-to-day operations in China.
Our senior leadership team brings deep expertise across operations, science, and business
development. Key members include Dr. Alan Fu (CFO), Dr. Wei Xu (CSO), and Mr. Mark Robert
Herbert (CBO), each with extensive experience from leadership roles in global enterprises and
emerging technology ventures. The team is further strengthened by global talents drawn from
leading research institutions, pharmaceutical and biotechnology companies, and financial
institutions. As of the Latest Practicable Date, our team included approximately 40 Ph.D.s with
expertise spanning nanomedicine, physics, chemistry, biology, biochemistry, computational
biology, medical science, polymer science, chemical engineering, and physical chemistry —
reflecting the interdisciplinary foundation that drives our innovation.
OUR GROWTH STRATEGIES
We are focused on building foundational models and technology platforms that integrate
interdisciplinary approaches, including data-driven AI algorithms, mechanism-based quantum
chemistry, molecular dynamics, and high-throughput experimental screening systems. With our
vision of harnessing these platforms to design AI-enabled targeted nanomaterials, we intend to
execute the following growth strategies:
Advance the Core Technologies Supporting Our AI-driven Nanomaterial Platforms
We are committed to continuously advancing the core technologies that power NanoForge, our
AI-driven nanomaterial platforms. This includes ongoing development of our foundational models
through interdisciplinary research and the integration of cutting-edge AI technologies. Our goal is
to enhance prediction efficiency and accuracy, while deepening our understanding of nanomaterials.
At the same time, we are upgrading our AI-driven high-throughput experimental screening systems
to improve the efficiency of wet-lab workflows and data collection. We also plan to further improve
the METiS Agent, including integrating AiTEM into METiS agent as well as embed our proprietary
domain expertise into the METiS Agent architecture to enable more sophisticated reasoning and
decision-making in highly specialized areas.
Data remains a critical competitive advantage in the field of nanomaterial delivery. We will
continue to scale our data infrastructure by combining large-scale simulations with real-world
experimental data, helping us drive more precise, efficient, and cost-effective development. While
our current wet-lab models focus on cells and mice, we plan to expand into large animal models,
which better reflect human physiology and diseases. This will not only improve the translational
relevance of our data but also support future applications beyond human healthcare, including
animal health and longevity.
Looking ahead, we are deepening our efforts in protein and antibody research through the
development of proprietary protein and antibody language models, as well as refinement of AI
algorithms for protein engineering based on iterative wet-lab and computational feedback. Building
on these capabilities, we plan to establish a de novo antibody design and screening platform to
further enhance our ability to design, optimize, and validate novel biologics. These efforts aim to
advance AI-powered protein engineering and improve the success rate of nucleic acid drug
development, while also laying the foundation for the independent development of advanced protein
therapeutics.
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We intend to allocate approximately HK$988.5 million, representing approximately 50.0% of
the net proceeds, to fund research, development, and advancement of the core technologies
supporting our AI infrastructure and AI-driven nanomaterial platforms. Specifically, (1) we will
continue to enhance NanoForge, our proprietary suite of AI models and agents, by strengthening its
capabilities in molecular generation, property prediction, formulation design, and high-throughput
experimentation, thereby enabling more efficient and scalable AI-driven development of next-
generation nano-based delivery systems; (2) we will invest in the research and development of our
AI-empowered solutions, which serve as the technological foundation for our next-generation
delivery and therapeutic design capabilities, driving innovation across molecular design,
formulation optimization, and targeted delivery systems for mRNA and other modalities; and (3) we
will allocate resources to in vivo validation studies for our non-liver targeting LNPs and their
associated payloads. These products are designed to deliver optimized mRNAs, developed through
our AiRNA platform, to specific organs such as the lung, lymphoid tissues, and muscle. The
resulting data will not only enhance the value and readiness of these products but also further refine
our AI generative and predictive models, strengthening the precision and versatility of our
AI-enabled nano-delivery platforms across diverse organs and cell types. See “Future Plans and Use
of Proceeds.”
Enable More Precise Nano-delivery across Diverse Organs and Cell Types
Building on the success of our targeted delivery into eight organs and tissues, we will continue
to refine and expand our AiLNP and AiRNA platforms to push the boundaries of targeted delivery
mediated by nanomaterials. Our goal is to further improve delivery efficiencies and precision and
expand to additional organs and cell types.
We also plan to further enhance our delivery capabilities by supplementing conjugating
moieties to our core delivery technologies. By rationally designing and attaching specific targeting
ligands — such as antibodies, peptides and small molecules — to the surface of our LNPs, we aim
to significantly enhance cellular uptake, achieve selective delivery to specific cell types within a
given organ or tissue, and overcome key barriers associated with non-specific biodistribution. This
ligand-directed approach builds upon our existing strengths in LNP engineering and AI-driven
delivery optimization, and is informed by a comprehensive understanding of the life cycle of
nanoparticle-mediated drug delivery, including LNP self-assembly, protein corona interactions,
cellular entry mechanisms, and endosomal escape. We believe this strategy will expand the treatable
landscape of new drug modalities such as in vivo CAR-T and include previously inaccessible tissues
and disease indications.
Approximately HK$197.7 million (or approximately 10.0% of the net proceeds) will be used
for the in vivo validation of our non-liver targeting LNPs in association with their payloads. These
products target different organs in the human body, such as the lung, lymphoid and muscle, and
carry mRNAs optimized through our AiRNA platform. Data from these studies will not only
increase the value of these products, but also help improve our AI generative and predictive models
and enhance the value of our AI nano-delivery platforms, enabling more precise nano-delivery
across diverse organs and cell types.
Broaden the Applications of Our AI-driven Nanomaterial Platforms to Advance Human
Health
We aim to apply our AI-driven nanomaterial platforms across a broader range of human
healthcare applications, with a strategic focus on therapeutic areas such as CNS, metabolism,
oncology, and immunology diseases. Our pipeline spans both small molecule and nucleic acid
therapeutics, forming a well-structured portfolio across various stages of development. We plan to
accelerate the advancement of our clinical and preclinical programs, aiming to secure partnership
with appropriate partners to accelerate their development and commercialization.
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As our AI-driven nanomaterial platform technologies further advance, we also plan to expand
into areas such as longevity. We are exploring the development of nanomaterial delivery systems
capable of precisely targeting senescent cells so that we can address the fundamental driver of
aging, including dysregulated expression patterns, protein misfolding and disrupted signaling
pathways. This marks a broader effort to extend the reach of our technology platform from disease
treatment to longevity.
We intend to allocate approximately HK$395.4 million, representing around 20.0% of the net
proceeds, to support ongoing and planned clinical trials of our AI-developed pipeline products
across multiple therapeutic areas and modalities. These investments will be directed toward
advancing key candidates through regulatory filings, indication expansion, and early-stage clinical
validation, thereby accelerating the translation of our platform innovations into clinical
applications. In particular, a portion of the proceeds will be used to advance the clinical
development of MTS-201, including the initiation and completion of Parts B and C of the ongoing
Phase I trial, to further validate its differentiated mechanism of action, efficacy in weight
management, and favorable safety profile. Another portion will be allocated to the research and
development of MTS-105, primarily to fund IND-enabling studies and subsequent clinical trials. We
plan to submit an IND application for MTS-105 to the NMPA in 2026. In addition, we plan to
allocate a portion of the proceeds to the research and development of MTS-109, primarily to fund
IND-enabling studies and subsequent clinical trials. We plan to submit an IND application for
MTS-109 in 2026 and initiate Phase I clinical trial in 2027. See “Future Plans and Use of Proceeds.”
Build a Comprehensive Ecosystem in China and Globally Centered around Our Nanomaterial
Technologies
We are building a broader collaborative ecosystem around our AI-driven nanomaterial
platforms to support the development and translation of advanced therapeutics. Leveraging our
proprietary delivery technologies, we collaborate with academic institutions, pharmaceutical
companies, and medical centers to deliver customized delivery systems for breakthrough drug
cargos under various forms of collaboration. These collaborations often involve us providing
preclinical proof-of-concept research, with the goal of advancing projects through co-development
or milestone-based engagements.
We may also explore opportunities to build a global ecosystem through a combination of
business development collaborations, strategic joint ventures, and potential mergers and
acquisitions. By leveraging our core technological platforms and interdisciplinary expertise, we aim
to establish a strong international presence and deepen engagement with global partners across the
pharmaceutical, biotechnology, and broader life science sectors. We have accumulated substantial
experience collaborating with U.S.-based partners on research and development projects, and our
management team comprises professionals with diverse educational and industry backgrounds in
China, the United States and Europe, providing a strong foundation for cross-border operations.
These efforts will be focused on accelerating cross-border innovation, accessing new markets, and
enhancing the commercial reach of our AI-driven nanomaterial platform technologies.
We intend to allocate approximately HK$197.7 million, representing around 10.0% of the net
proceeds, to support the construction of our AI-driven nanomaterial ecosystem globally. These
proceeds will be used to pursue licensing opportunities, research collaborations, strategic
partnerships, joint ventures, mergers and acquisitions, and other investment activities aimed at
building an international nanomaterials ecosystem. We plan to strengthen our presence in key
markets including the United States, Europe, the Middle East, and East Asia (Japan, Korea, and
Hong Kong) by leveraging our proprietary technologies and interdisciplinary expertise to deepen
engagement with partners in the pharmaceutical, biotechnology, and life sciences sectors. In
addition, we intend to expand our overseas operations and business development teams, including
through new regional offices, participation in global industry conferences, and targeted promotional
campaigns to enhance our international brand visibility and accelerate commercial adoption of our
AI-driven nanomaterial technologies. See “Future Plans and Use of Proceeds.”
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Expand into Emerging Non-human Life Science Sectors
In addition to our focus on human health, we see significant potential to extend our platform
technologies to non-human biological systems, particularly in the rapidly growing field of animal
health. We are exploring applications in areas such as pet longevity, obesity management, and
cancer vaccines — segments where the unmet needs, consumer demand, and willingness to pay are
increasing alongside the global rise in pet ownership and awareness of companion animal wellness.
These initiatives align with our AI-driven nanomaterial platforms’ strengths in precision delivery,
scalability, and modular adaptability, and allow us to bring innovation from human therapeutics into
adjacent high-growth markets.
We intend to collaborate with industry players across animal health sector to co-develop new
products, leveraging our delivery technologies. By tailoring our nanomaterial delivery platforms to
suit animal-specific biological contexts, we aim to create differentiated solutions that address
critical challenges in these fields. These explorations mark an important step in broadening our
market reach, enhancing platform versatility, and establishing new revenue streams across emerging
verticals beyond traditional pharmaceutical development. To that end, we have entered into a
strategic cooperation intent agreement with a leading veterinary group to jointly develop and
commercialize AI-driven therapeutics for the animal health market. We plan to develop our
proprietary assets PTS-101 to address pet obesity in that market. For detailed discussion, see
“Business — Business Development and Collaborative Partnership — Product Business
Development — Strategic Collaboration in AI-driven Animal Health Products.” We also intend to
develop PTS-201 as a differentiated, muscle-targeted therapeutic for addressing critical unmet
needs in the animal health market, particularly for longevity and mobility-impaired companion
animals.
Approximately HK$197.7 million, representing around 10.0% of the net proceeds, will be
allocated to the development of our animal health and longevity solutions, extending the application
of our AI-driven nanomaterial platforms beyond human therapeutics. These funds will support the
discovery and preclinical development of products targeting animal longevity and health,
leveraging our strengths in targeted delivery and regenerative modulation. Key focus areas include
age-related dysfunction, systemic inflammation, cellular senescence, obesity management, cancer
vaccines, and nutritional supplements for pets. The proceeds will also fund early-stage product
development, preclinical research, and strategic collaborations with industry partners, enabling us
to capture opportunities in these high-growth fields and broaden the commercial applications of our
technologies. See “Future Plans and Use of Proceeds.”
NANOFORGE — FOUNDATION OF OUR AI-DRIVEN NANOMATERIAL PLATFORMS
Integrated Dry-wet Lab Infrastructure
The foundational layer of the NanoForge platform is our fully integrated dry-wet lab
infrastructure, which enables closed-loop learning and end-to-end optimization from in silico
design to in vivo validation:
 For lipid optimization, we employ mechanistic simulation models, AI predictive models,
and in vivo testing to evaluate candidates against targeted delivery profiles and
biodistribution objectives. This allows for early-stage selection of high-performing
lipids with desirable therapeutic index.
 For formulation optimization, we use METiS Datalots, our proprietary AI-enabled
high-throughput formulation screening system. Iterating between high-throughput
experiments and AI, Datalots allows us to test hundreds of formulation permutations in
parallel, significantly accelerating the discovery of LNP systems that are tailored to
specific organ targets and administration routes.
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This infrastructure provides a unique feedback loop in which predictions from our AI models
are rapidly validated and refined using real-world biological experiments. This closed-loop
design-learning-validation process substantially reduces development timelines and improves the
probability of successful translation to clinical candidates.
METiS Ionizable Lipid Library — Our Data Universe
Building upon this experimental foundational layer, NanoForge continuously feeds data into
our ionizable lipid library — the world’s largest and most structurally diverse ionizable lipid library,
comprising over 10 million AI-generated unique entries.
The library began with about 14,000 lipid structures collected from publicly available patents
and scientific publications, including well-known lipid families, and research works by experts in
the field. These molecules were used as the first training dataset for our AI models.
At first, we tried to design entire lipid molecules directly, but the results lacked diversity. We
then shifted to a fragment-based approach, breaking down lipids into smaller building blocks and
reassembling them into new structures using AI algorithms developed in-house. Each lipid is made
up of several fragments, allowing the generation of diverse molecules with different shapes,
lengths, and chemical properties using publicly available small molecule datasets, AI sequence-
based generative models and reinforcement learning. These molecules were then screened using AI
models that assess their lipid-like properties, ease of synthesis, and predicted performance.
We further expanded the library using PhatGPT and other METiS-customized generative
models trained with our lipid library, which generate new molecules based on what the AI has
already learned. In parallel, our laboratory team tested more than 2,000 lipids in experiments to
measure particle size, stability, toxicity and organ-specific delivery in animals, including mice, rats
and NHPs. The results were used to train and refine our LipidBERT prediction model and
LipidFLAG generation model, creating a continuous feedback loop between AI and laboratory
validation.
By combining publicly available scientific data, AI-based molecular generation, and high-
throughput experimental testing, we built a comprehensive and self-learning lipid database that
forms the foundation of our nanomaterial discovery and delivery technologies.
Primarily, our lipid library serves as a robust discovery engine, enabling the systematic and
diversified filtering and screening of lipid candidates with strong therapeutic potential. Lipids
identified and validated through our NanoForge platform are designed to support high patentability
due to their structural novelty.
Beyond serving as a screening library, our lipid library has also laid the groundwork for the
development of lipid-specific AI foundation models. It is a dynamic learning corpus, providing
large and unique training materials to our proprietary AI models to really understand what lipid
molecules are before they can generate new lipids or predict properties of the de novo lipids, just
like large language models learn human languages from the natural language corpus. This
integration of in silico design, high-performance molecular simulations, and wet-lab validation
exemplifies the full fusion of computation and experimentation across our platform. The
consistently strong model performance further demonstrates the robustness and diversity of our
lipid library, establishing it as an unparalleled starting point for AI-driven discovery of cell-, tissue-,
or organ-specific lipids and LNPs — particularly in underexplored areas lacking known ionizable
lipid leads.
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METiS AI Foundational Models — Generative and Predictive Toolkits
Above the data layer, NanoForge platform comprises a comprehensive suite of generative and
predictive AI foundational models specifically developed for lipid discovery, LNP and mRNA
design:
 LipidFLAG (Fragment-based Lipid Automatic Generation, a generative AI model): We
have developed our proprietary fragment-based lipid design algorithm that enables the
automated generation of novel, synthesizable ionizable lipids. Drawing on our deep
understanding of lipid chemistry, LipidFLAG decomposes lipid molecules into 7-12
chemically meaningful fragments based on structural features, atom types, and
molecular connectivity. Sequence-based generation methods trained on publicly
available small molecule dataset — combined with reinforcement learning with in-house
reward functions defining the optimal characteristics of each fragment based on our deep
understanding of ioniable lipids — are used to create new building blocks, which are
then reassembled using an in-house connection algorithm. This approach allows
LipidFLAG to efficiently explore diverse chemical scaffolds and generate high-quality
lipid candidates optimized for drug delivery applications.
 PhatGPT (Precision High-throughput AI-driven Targeting using Generative Pre-trained
Transformer, a generative AI model): We have also developed a proprietary transformer-
based generative model purpose-built for lipid design, enabling rapid and precise
generation and optimization of nanomaterials for drug delivery. PhatGPT is pre-trained
on the proprietary lipid structure database generation by LipidFLAG and is specifically
designed to generate novel lipid structures with enhanced delivery performance.
Combining with LipidBERT below, PhatGPT’s architecture is tailored to conditionally
generate new lipids with specified properties, allowing it to suggest lipid candidates with
improved organ targeting, stability, and formulation compatibility. This capability
further strengthens our platform’s ability to produce high-quality lipid nanoparticles
efficiently and at scale.
 LipidBERT (LNP Property Prediction, a non-generative predictive language model): We
have developed a dedicated lipid property prediction engine capable of accurately
estimating more than 20 essential characteristics of LNPs, such as how effectively they
carry therapeutic payloads, which organs they are likely to target, and their potential
safety profiles. LipidBERT has been pre-trained on synthetically generated lipid
structures by LipidFLAG and fine-tuned using high-quality in-house experimental data.
It plays a central role in our AI-enabled nanomaterial delivery platform, helping us
identify the most promising candidates from our proprietary de novo lipid library and
screen out those with lower potential, thereby streamlining nanomaterial discovery and
improving overall success rates.
All three of our models are built on publicly available base architectures developed by
third-party research communities, which provide core machine learning functions such as sequence
generation and contextual prediction. We have customized and retrained these frameworks using our
proprietary METiS Ionizable Lipid Library, tailoring them specifically for nanomaterial discovery
and lipid delivery applications. These models are trained using a multi-stage approach combining
reinforcement learning, pre-training and supervised fine-tuning. In the absence of large public
datasets for lipid structures, we simulate structurally plausible data and iteratively improve model
performance using our proprietary high-quality wet-lab datasets. This layered training methodology
ensures robust generalizability and enables de novo design with high predictive confidence. For
discussion on how we develop the datasets or inputs used to pre-train the models, please see
“Business — NANOFORGE — Foundation of Our AI-Driven Nanomaterial Platforms — METiS
Ionizable Lipid Library — Our Data Universe”.
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METiS Agent — NanoForge’s Dynamical Coordinator for Intelligent Discovery
METiS Agent functions as the intelligent interface of our NanoForge platform, enabling
in-house scientists to seamlessly interact with the full capabilities of our AI-driven nanomaterial
platform discovery engine. Designed for accessibility, METiS Agent allows users — regardless of
their AI expertise — to issue natural language or structured queries that guide the discovery,
evaluation, and optimization of lipid-based delivery systems.
Upon receiving a query — such as “identify a new LNP for lung delivery” or “recommend an
optimized formulation for mRNA targeting the liver” — METiS Agent interprets the intent,
decomposes the task, and dynamically activates the most appropriate foundational models, tools,
and datasets available within the NanoForge platform. This includes engaging models like PhatGPT
for lipid generation and optimization, LipidBERT for property prediction, and other in-house
models trained on proprietary experimental data.
Beyond coordination, METiS Agent serves as a reasoning layer: it integrates outputs from
multiple models, applies structured inference based on domain-specific rules, and delivers results
with transparent logic and scientific traceability. It also connects directly to curated lipid libraries,
internal screening data, and external sources such as patents and academic literature, helping
researchers assess not just technical performance, but also novelty and potential freedom to operate.
By serving as a dynamic coordinator across the NanoForge platform, METiS Agent
significantly improves development efficiency, reduces dependency on trial-and-error
experimentation, and enhances decision-making through interpretable and data-driven
recommendations. As a result, it enables a closed-loop design process that accelerates the
translation of ideas into viable preclinical candidates and differentiates our platform in the field of
AI-powered nanomedicine.
METiS Agent is integrated into AiLNP and AiRNA, serving as an intelligent assistant to help
in-house scientists and researchers navigate and utilize these platforms effectively. We currently do
not yet have a dedicated agent for AiTEM, and we plan to develop one in the near future. Looking
ahead, we also intend to create a unified METiS Agent capable of supporting user interactions and
cross-functional tasks across all three solution platforms.
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OUR ADV ANCED AI-EMPOWERED SOLUTION PLATFORMS
Our AI-empowered drug delivery platforms empower the design, development, and
optimization of advanced nanomaterials for the targeted delivery of active agents across a broad
spectrum of biological targets. By addressing challenges such as tissue penetration, biodistribution,
and cellular uptake, our models provide versatile solutions that extend beyond human medicine.
Their adaptability allows us to explore applications in longevity, and animal health, significantly
expanding market opportunities and addressing unmet needs across multiple sectors.
AiTEM — Accelerating Small Molecule Development with AI-enabled Formulation and
Screening
We have developed AiTEM, a proprietary AI-driven small molecule formulation optimization
platform that integrates algorithmic formulation design, physics-based excipient screening, and a
high-throughput AI-enabled wet-lab screening system. AiTEM is designed to overcome key
bottlenecks in traditional formulation development by enabling rapid, accurate, and cost-effective
iteration cycles.
AiTEM operates through four interdependent modules:
 AI-powered Formulation Design : Our proprietary machine learning algorithms enable
exploration and prioritization of dosage form, formulation technologies, ratios, and
excipient combinations. The design engine leverages historical data and prediction loops
to narrow down optimal candidates with high probability of success.
 AI-enabled High-throughput Screening (AI-HTS) : Central to AiTEM is our proprietary
AI-HTS platform, which automates parallelized sample preparation, in vitro testing, and
data acquisition for both solid and liquid formulations. Compared to traditional
high-throughput screening methods, our AI-HTS approach is significantly more
efficient, reduces experimental load by approximately 30%, and enables deeper, more
refined exploration of continuous variables such as concentration gradients. Without
AI-enabled iteration, a typical HTS process explores approximately 2,000 formulation
combinations, yielding only around 100 positive hits. In contrast, our AI-HTS approach
iteratively explores 1,300 to 1,500 combinations over 5 to 8 learning cycles, achieving
85% to 90% positive hit rates. The system integrates real-time analytics with predictive
modeling feedback loops, substantially accelerating formulation discovery while
improving efficiency and success rates.
 Intelligent Data Processing and Visualization : Our AiTEM platform features an
integrated visualization engine that systematically analyzes and presents key
experimental parameters. It enables multi-scale exploration of formulation
characteristics through advanced data visualization and interpretation tools. Specifically,
the system captures and processes readouts from dissolution profiles, dynamic light
scattering (both particle size and PDI), transmission electron microscopy (TEM), and
turbidity. These outputs are then mapped against AI-generated predictions to validate
model accuracy and guide next-round optimization, enabling a more intelligent and
efficient formulation development process.
 Mechanism-based Excipient Screening : Using molecular dynamics simulations and
quantum chemistry methods, AiTEM predicts drug-excipient interactions and simulates
in situ molecular behavior. This mechanistic modeling layer significantly enhances
formulation stability prediction and rational excipient selection.
AiTEM delivers marked improvements in both operational efficiency and predictive accuracy.
By leveraging AI-driven formulation design, the platform compresses early-stage development
timelines from 1-2 years to less than three months while improving the bioavailability over three
folds. With an average prediction accuracy of around 85%, AiTEM enhances the reliability of
formulation outcomes.
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AiLNP — AI-driven Lipid Nanoparticle Platform
At the core of our innovation strategy is AiLNP , our proprietary AI-driven LNP platform built
to transform how LNP-based therapeutics are designed, optimized, and translated. By integrating
advanced AI models, high-throughput screening experimentation, and proprietary lipid datasets,
AiLNP offers a scalable, closed-loop system that overcomes longstanding industry challenges,
including the lack of comprehensive lipid data and rational design capabilities.
AiLNP operates as a self-reinforcing engine, achieving a “Moore’s Law” for drug delivery —
enabling the development of a new generation of LNPs every 1-2 months. We have developed
hundreds of LNPs that outperform industry benchmarks, with dozens demonstrating over 10 times
improvement in delivery efficiency. AiLNP’s quality and throughput far exceed current industry
standards.
Through AI-driven, multi-round dry-wet experimental loops, AiLNP rapidly identifies and
optimizes high-performing lipid candidates. In just under four weeks, AiLNP is capable of
generating first-round LNPs that are comparable to, or significantly more effective than, industry
benchmark LNPs. Hundreds of LNPs have achieved equivalent or superior delivery efficiency.
Following the identification of promising lead lipids, we further apply an active learning-
based formulation optimization strategy. This iterative process integrates model prediction with
experimental validation to dynamically select the most informative samples for testing,
continuously improving both model performance and formulation outcomes with each round. This
approach often results in multi-fold enhancements in targeted delivery efficiency and enables
coordinated optimization across efficacy, selectivity, and stability.
By integrating our lipid language model with an active learning framework, we have built a
feedback-driven, computation-experiment coupled LNP development platform that significantly
accelerates the end-to-end process from molecule design to formulation optimization. The chart
below illustrates the formulation fine-tuning achieved through our solutions.
AiLNP is supported by NanoForge platform, encompassing the world’s largest and most
diverse empirical lipid library and a fully integrated dry-wet lab infrastructure, that enables
continuous model refinement through real-time biological validations. AiLNP allows us to generate
and test structurally novel lipid candidates at scale and with greater precision — improving delivery
efficiency, tissue targeting, and therapeutic performance.
Unlike traditional discovery approaches, AiLNP gives us full control across the discovery
process — from AI-driven molecular generation to in vivo testing — enabling accelerated discovery
timelines and higher translational success rates. Each design-validation iteration compounds model
performance and data richness, creating a flywheel that continuously enhances platform intelligence
and broadens its application potential.
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We believe AiLNP represents a fundamental shift in how LNPs are developed and applied,
serving as a cornerstone for both our pipeline programs and future external collaborations.
AiRNA — Our AI-driven mRNA Design Platform
At the heart of our mRNA therapeutics capability is AiRNA, our proprietary AI-powered
mRNA design engine, developed to enable rapid, efficient, and high-fidelity design of full-length
mRNA sequences for diverse therapeutic targets.
AiRNA begins with input from partners or internal programs — namely, the target protein
sequence and therapeutic objective. Leveraging a combination of structural biology insights and
advanced machine learning algorithms, AiRNA designs optimized mRNA coding sequences tailored
for robust expression. One of AiRNA ’s unique advantages is its use of our proprietary untranslated
region (UTR) library, which enables the generation of multiple parallel full-length mRNA
candidates with enhanced translational efficiency and tissue-specific targeting potential.
These mRNA constructs are synthesized using our in-house high-throughput in vitro
transcription (IVT) screening platform, which supports parallel production and screening of mRNA
sequences at scale. Each candidate is subjected to a closed-loop dry-wet validation cycle — first
evaluated via in silico predictions, then tested in vitro and in vivo to assess expression levels,
protein function, and delivery efficiency. Insights from these experiments are used to iteratively
refine sequence design, accelerating the discovery of optimal mRNA constructs.
When combined with our AiLNP platform, AiRNA enables integrated design of both mRNA
and its delivery vehicle (i.e. LNP), allowing for organ-targeted and application-specific mRNA
therapeutic development. This end-to-end workflow supports our mRNA pipeline programs,
particularly in oncology and immunology, and positions us at the frontier of AI-enabled mRNA drug
discovery globally.
The impactful integration of the AiRNA and AiLNP platforms has already been demonstrated
through programs such as MTS-105, our liver-targeted mRNA-LNP T-cell engager for HCC, which
showed significant advantages over an Ab-based TCE in intrahepatic enrichment of drug
concentration and superior efficacy profiles in preclinical models. The AiRNA and AiLNP platforms
have since expanded to support delivery to muscle, brain, lung, and heart, and has enabled the
development of candidates across modalities including vaccines and protein replacement.
APPLICATIONS OF OUR AI-EMPOWERED SOLUTION PLATFORMS
How We Developed MTS-105 With METiS Solutions
The following flow chart illustrates our innovative development process for MTS-105: We
first identified the therapeutic target, which is the GPC3 biomarker associated with hepatocellular
carcinoma, a well-known target for HCC. We designed a bispecific TCE antibody targeting GPC3
and CD3 using our AiRNA platform, which optimizes mRNA sequences for high expression and
increased organ specificity. We then proceed to the stage of synthesizing lipid nanoparticles, where
these elements (together with other lipid components) then went through AI-driven high-throughput
screening to identify optimized formulation and through advanced microfluidics reactors to
efficiently form lipid nanoparticles. The lipid nanoparticles were subsequently tested in preclinical
models to verify delivery efficiency and anti-tumor efficacy, which provide valuable inputs to
further drive LNP or mRNA design improvement. This continuous, data-driven optimization
enables accelerated advancement of MTS-105 into clinical stage, underscoring our commitment to
rapid and effective therapeutic innovation.
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Overview of MTS-105 Research and Development
PEG -
Lipid Cholesterol Helper
Lipid
Ionizable
Lipid
CD3 GPC3
T-Cell Tumor Cell
Identification and optimization of lipid
candidates and mRNA sequences Synthesis of lipid nanoparticles Pre-clinical model
testing
Clinical trial
(IIT in progress)
Target organ
 AiLNP
platform
Targeted hepatic
delivery and intrahepatic
accumulation
Target
protein
AiRNA
platform
T-cell engager (TCE)
bispecific antibody
mRNA
Microfluidic Lipid
nanoparticle
Proprietary microfluidics reactor for
efficient LNP synthesis
Continuous data feedback and foundational model
refinement based on animal testing results
Achieved superior targeted delivery
efficiency of mice models
AiLNP
platform
Discover and
optimize lipids
Design and
optimize mRNA
sequences
AI-driven high-
throughput
formulation
optimization
mRNA aq
ueous
soluti
ons
How We Develop MTS-004 with METiS Solution (AiTEM)
MTS-004 is a small-molecule drug product formulated as an orally disintegrating tablet, with
dextromethorphan and quinidine as its active pharmaceutical ingredients. The product does not
contain nanomaterials-based delivery systems, as it is not designed for organ- or tissue-targeted
delivery. However, the molecular dimensions of dextromethorphan and quinidine are on the order
of a few nanometers, and the formulation of MTS-004 still involves interactions at a nanoscale level
between the active pharmaceutical ingredients and other drug components which falls within the
scope of an acceptable sector under Chapter 18C, namely, the manipulation of materials conducted
at a nanoscale.
Importantly, the development of MTS-004 was enabled by our proprietary AiTEM platform,
which integrates artificial intelligence with nanoscale simulation and modeling capabilities to
optimize small-molecule formulation design. AiTEM was used to predict and optimize molecular-
level interactions, screen excipients, and determine formulation parameters at the nanometer scale.
From tens of thousands of possible theoretical formulations, AiTEM screened and tested over 200
across various dosage forms and successfully identified the optimal formulation within three
months.
The resulting formulation demonstrated improved stability, rapid oral disintegration, and
effective taste masking, validating AiTEM’s ability to accelerate formulation development and
enhance product quality. By comparison, traditional formulation development would typically
require one to two years to achieve similar results. MTS-004 therefore serves as a validation
example of AiTEM’s application in small-molecule formulation optimization, rather than a
nanomaterials-based delivery system such as LNPs, which are primarily used for large-molecule
therapeutics.
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The following diagram illustrates how we develop MTS-004 with AiTEM:
1
MTS-004 – an oral disintegrating tablet that emerged from AiTEM Platform
AI and knowledge graph
assisted ideation
Computer-aided drug-target
interaction study
Study the interaction between DM and the sigma-1
receptor protein through molecular dynamics
simulation and investigate the MoA
Based upon clinical unmet
needs
Formulation design
 AI-HTS guided excipient and
formulation screening
Metis excipient database
 AI assisted direct compression
MTS-004
M
T
S
-
004
Direct compression
ability evaluation
and excipient
recommendation
using AI models
Formulated as a
fixed-dose oral
disintegrating tablet
Taste masking excipient modeling and screening
using Ai-HTS iterative studies
How MTS-004 Serves to V alidate Our Platform
MTS-004 serves as a strong validation of our platform, demonstrating the capability of our
integrated NanoForge platform to drive drug formulation innovations. While MTS-004 is focused
on formulation and does not contain nanomaterials-based delivery systems such as LNPs, it
exemplifies how our platform, which combines both drug formulation and drug delivery solutions,
can deliver effective, patient-centric therapies. Some of the underlying algorithms used in drug
formulation development and drug delivery are shared in common. This integration ensures that
formulation optimization, such as the development of the orally disintegrating tablet for MTS-004,
is aligned with delivery system goals, even if the current application does not rely on advanced
delivery technologies such as LNP .
MTS-004 represents a pivotal validation of our integrated platform strategy, underscoring the
technological versatility and robustness of our drug formulation capabilities. As a flagship example
of our AI-driven formulation platform in practice, MTS-004 demonstrates our ability to optimize
complex formulations rapidly and effectively: we have successfully developed an orally
disintegrating tablet for the treatment of PBA, a neurological disorder, with the formulation to
enhance bioavailability and improve patient compliance. Leveraging our AI-enabled approach, we
decreased a conventional formulation optimization cycle of one to two years into less than three
months, highlighting both development efficiency and our platform’s capacity to deliver high-
quality outputs against demanding clinical requirements. While MTS-004 does not employ drug
delivery modalities such as LNPs, its successful development and continued clinical progress
provide compelling evidence of our ability to generate meaningful therapeutic impact through
formulation innovation alone. In particular, the program’s focus on addressing dysphagia through
a patient-friendly dosage form illustrates how our platform can deliver tangible clinical advantages
without relying exclusively on LNP-based delivery technologies, reinforcing that our capabilities
extend beyond drug delivery into value-creating, formulation-based solutions that address unmet
needs. Moreover, as a proof-of-concept for our broader R&D pipeline — especially within
small-molecule development — MTS-004 exemplifies our ability to solve sophisticated formulation
challenges, expand across therapeutic areas, and position ourselves as a leader in patient-centric
therapies. From a commercial standpoint, an optimized oral formulation that is both easy to
administer and clinically effective strengthens our competitive differentiation and enhances our
attractiveness as a partner for pharmaceutical companies seeking formulation expertise.
Overall, the MTS-004 program provides strong external validation of our platform strengths,
confirming our ability to generate clinically relevant and commercially viable solutions, and further
substantiating the long-term value of an integrated platform that combines formulation excellence
with broader delivery and development capabilities.
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OUR ORGAN-SPECIFIC DELIVERY PROGRAMS
Liver-targeted LNPs: Over 20x Enhanced Delivery Efficiency Over Industry Standards
Our proprietary liver-targeted LNP platform achieves over 20-fold greater mRNA delivery to
the liver compared to leading industry benchmarks. This step-change in delivery efficiency unlocks
the full therapeutic potential of RNA-based medicines–including mRNA and RNAi–for a range of
liver-related diseases such as liver cancer, viral hepatitis and metabolic disorders.
V alidated across multiple in vivo models, our LNPs consistently demonstrate high liver
specificity with minimal off-target distribution. This unique combination of potency and precision
positions our platform as a best-in-class solution for nucleic acid therapeutics with strong
commercial and clinical potential.
Lung-targeted LNPs: Deep Lung Delivery Enabling Respiratory RNA Therapeutics
Our lung-targeted LNP platform expands the reach of nucleic acid delivery into the respiratory
system with industry-leading performance. In preclinical studies, our LNPs achieved over 37-fold
higher mRNA delivery to the lungs compared to benchmark, while maintaining high specificity and
minimal off-target expression in non-respiratory organs such as the liver and spleen.
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Robust and Translatable Performance Across Species
Our lead lung-targeted LNP has demonstrated strong and consistent delivery across species,
with high transfection efficiency observed in both mice and non-human primates (NHPs). Following
systemic administration, robust luciferase expression was detected in lung tissues of NHPs,
confirming effective mRNA delivery and translation in large-animal models. These results support
the platform’s translatability and feasibility for clinical development in pulmonary indications.
Reaching Deep into the Lung: Unlocking Clinical Potential
Using both rodent and NHP models, we have demonstrated that our LNPs can efficiently
deliver mRNA payloads deep into the lung, targeting a broad range of therapeutically relevant cell
types–including alveolar type I (A TI) and type II (A TII) epithelial cells, pulmonary endothelial
cells, and alveolar macrophages. These are key cellular drivers of major respiratory diseases.
This differentiated targeting capability potentially enables transformative therapeutic
opportunities in conditions such as idiopathic pulmonary fibrosis (IPF), chronic obstructive
pulmonary disease (COPD), cystic fibrosis, and other difficult-to-treat lung disorders. Unlike
traditional inhaled or systemically administered approaches, our platform enables targeted, systemic
delivery to deep lung tissues–enabling more effective treatment of complex pulmonary diseases.
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Muscle-targeted LNPs: Systemic Delivery to Cardiac and Skeletal Muscles
Our muscle-targeted LNP platform enables systemic and cell-specific delivery to both cardiac
and skeletal muscle tissues, opening new therapeutic avenues for diseases such as muscular
dystrophy and cardiomyopathy.
In mTmG transgenic mouse models, our LNPs efficiently delivered mRNA encoding Cre
recombinase, resulting in green fluorescence protein upregulation in cardiomyocytes and skeletal
muscle cells. Notably, robust expression was observed across multiple muscle compartments in key
functional organs, highlighting the platform’s broad muscle-targeting capability.
Immune and Hematopoietic Cells: Enabling In Vivo CAR-T and Treatments for Blood
Disorders
Our LNP platform achieves organ-level detargeting of the liver while enabling targeted
delivery to lymphatic organs such as the spleen and lymph nodes. At the cellular level, our LNPs
broadly deliver to immune and hematopoietic cells, including T cells, hematopoietic stem cells
(HSCs), multipotent progenitors (MPPs), and hematopoietic progenitor cells (HPCs). This targeting
profile opens up transformative opportunities in in vivo CAR-T therapies and the treatment of a
broad range of blood disorders.
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OUR BUSINESS MODEL
We operate a dual-pathway business model that synergistically integrates our proprietary
AiTEM, AiLNP , and AiRNA platforms — and the services rendered thereunder — with our
internally developed therapeutic assets. Our AI platforms are primarily focused on (i) the design and
optimization of nanomaterials-based drug delivery systems, primarily including LNPs, and (ii)
other nanoscale formulation technologies, to enhance the druggability, effectiveness, and safety of
well-studied and validated therapeutic targets.
Our R&D strategy adopts a low-risk, application-driven approach by focusing on known or
clinically validated drug targets and enhancing existing drugs through nanomaterial-enabled
formulation and delivery improvements. Through this approach, we aim to accelerate development
timelines, improve pharmacokinetic profiles, and increase the probability of clinical and
commercial success while minimizing the risks inherent in first-in-class target discovery.
We have established a presence within the drug discovery and development value chain,
contributing through our proprietary AI capabilities and nanomaterial delivery technologies. Our
business model comprises two complementary components, namely, platform partnerships and
product partnerships, which together maximize technological impact and commercial value while
diversifying development risk through a diversified portfolio of partnerships.
Our Specialist Technology Products reflect this positioning and include:
 AI-Driven Nanomaterial Solutions for Drug Delivery and Formulation — Leveraging
the NanoForge platform, our AI-driven solutions accelerate both small-molecule
formulation optimization and nanomaterial development. We apply AI-enabled
nanomaterial design to integrate partner payloads with advanced LNPs and other
nanocarriers, enabling the targeted delivery of therapeutics and formulation
optimization. In parallel, we optimize nanoscale formulations, including cosolvent
solvation, micelles, solid dispersions, cyclodextrin encapsulations, and microspheres, to
enhance solubility, bioavailability, and pharmacokinetics of partner-provided small
molecules.
 Proprietary Nanomaterial-based Functional Assets Developed from METiS Platforms —
integrating the METiS delivery technology with our own payloads, we develop
internally Integrating therapeutic assets with defined out-licensing potential.
This dual-pathway model enables us to generate both technology-driven partnership revenue
and product-based commercialization opportunities, ensuring a balanced progression across
innovation, validation, and monetization within the broader biopharmaceutical ecosystem. Our
revenue generated during the early part of the Track Record Period, however, was mainly derived
from ancillary services as our Specialist Technology Products were still at an early stage of
development.
Platform Partnerships
In our platform partnerships, we enter into research collaboration agreements with
pharmaceutical or biotechnology companies, pursuant to which we co-develop with them pipeline
products by leveraging our proprietary AI-driven platforms (AiLNP , AiTEM and AiRNA). These
partnerships are typically non-exclusive and structured to deliver solutions across drug discovery,
delivery, and optimization.
Our partners leverage our end-to-end capabilities in:
 LNP formulation and lipid discovery via AiLNP , our fully integrated LNP platform built
on the world’s largest and most diverse lipid library;
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 Small molecule formulation and redirection using AiTEM, which enhances formulation
development through AI-HTS and mechanistic modeling; and
 mRNA sequence design through AiRNA, which includes proprietary UTR generative
models and coding sequence design algorithms.
We offer customized collaboration models that span from sequence design to candidate
screening and formulation optimization. Our platforms function as integrated engines that allow our
partners to reduce discovery timelines, lower experimental burden, and improve success rates in
both preclinical and clinical stages.
As of the Latest Practicable Date, we have established over 30 global platform-based
partnerships and are actively expanding our pipeline of collaborations across mRNA, small
molecule, and biologics programs. These collaborations not only validate our platform value but
also generate milestone revenue and recurring income that we reinvest into platform advancement.
See “— Commercialization and Business Sustainability” for further discussion.
Product Partnerships
In addition to our platform-based collaborations, we pursue product partnerships as part of our
broader strategy to maximize the clinical and commercial value of our internally developed
pipeline. Our approach emphasizes flexibility in development and a sharp focus on breakthrough
innovation in advanced therapeutics.
We adopt a selective and strategic product partnership model based on the following
principles:
 Low-risk Target Selection: We prioritize on selecting targets with relatively low
development risks. By applying our proprietary nanomaterial delivery technologies to
these validated areas, we are able to address known limitations in therapeutic delivery
while minimizing scientific and clinical uncertainty — allowing for a more efficient and
risk-mitigated development path.
 Flexible Development Paths: We are open to either independently develop or co-
develop certain pipeline products with regional or global partners, depending on the
strategic fit, therapeutic area, and development stage. This allows us to maintain control
over key programs while benefiting from external expertise, capital, and commercial
infrastructure when appropriate.
 High Unmet Medical Needs: We focus on pipeline products that demonstrate clear
potential to be first-in-class or best-in-class — those that address significant unmet
needs, while delivering superior efficacy, safety, or delivery characteristics relative to
existing standards of care.
 Diversification of Modalities and Therapeutic Areas: Our partnering strategy centers
on small molecules and nucleic acid-based therapeutics, including mRNA and RNA-
targeting modalities. Rather than concentrating our efforts on any single franchise or
indication, we aim to diversify across disease areas and delivery targets, thereby
expanding the potential of our technology platforms while reducing risk.
We believe this approach enables us to accelerate clinical development with the support of
experienced commercial partners, expand global patient access through established distribution
networks, and monetize our pipeline products while retaining upside potential.
Synergies Between the Two Models
The term “dual-pathway business model” refers to the two complementary approaches through
which we create value, namely, (i) platform partnerships and (ii) product partnerships.
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Through platform partnerships, we support pharmaceutical and biotechnology companies in
drug formulation optimization, delivery-system development and mRNA sequence optimization
using our proprietary AI-driven platforms (AiLNP , AiTEM and AiRNA), thereby generating
project-based revenues, including option fees (if applicable), research fees and ultimately licensing
fees of the nanomaterial-based products we develop for them. In parallel, through product
partnerships, we apply these same AI-driven nanomaterial and formulation technologies to develop
our own functional assets, which may subsequently be out-licensed to partners, such as
pharmaceutical or biotechnology companies, to realize longer-term value in the form of upfront
payments, milestones and royalties.
A defining feature of our business model is the synergistic flywheel effect between our
platform and asset-driven strategies. Insights and data generated from our external collaborations
flow back into our platform, enhancing model accuracy, expanding chemical and biological
diversity, and enriching METiS Ionizable Lipid Library. In turn, these improved platform
capabilities allow us to internally develop more advanced pipeline products and offer higher-value
solutions to our partners.
This self-reinforcing innovation cycle — where platform services accelerate product
development, and asset progress enhances platform credibility — creates a balanced and sustainable
business model that supports both near-term income and long-term growth within the drug
discovery and delivery value chain. These synergistic efforts have already begun to generate
revenue, which enable us to further develop next-generation AI-driven nanomaterial platforms and
maintaining at the fore-front of the drug delivery development.
We believe this dual-pathway business model positions us for sustainable growth, broad
global reach, and durable leadership in the emerging field of AI-enabled drug design and delivery.
Established over 30 global platform-based partnerships and built over 10 ongoing pipeline products within 6 years
Product
Licenses
Real-World Data
Improved Technology
Improved Technology
Real-World Data
Platform
Partnerships
Innovative
biotechnology
companies
Top
pharmaceutical
companies
Research/academic
institutions
Top
pharmaceutical
companies
Animal health
supply chain
participants
ʏCollaborate with partners to
develop LNPs/formulations for
their products
ʏProducts developed in-house
from the platform
ʐLicense-out to partners
Innovative
biotechnology
companies
Creating a recirculate and synergistic ecosystem that enables a robust feedback mechanism of
“technologies — business applications — real-world data feedback”
ʐLicense-out to the
collaborating partners
Commercialization Strategy under the Dual-Pathway Business Model
Our commercialization strategy directly reflects our dual-pathway business model, which
consists of (i) platform partnerships and (ii) product partnerships. The two pathways operate
concurrently and complement each other — the first generates near-term service and milestone
income through research partnerships, while the second creates long-term value through the
out-licensing of internally developed assets.
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Platform Partnerships
Under our platform collaboration model, we enter into research collaboration agreements with
pharmaceutical or biotechnology partners. These agreements typically include an upfront non-
refundable option fee, a defined research scope and term, and fees for the agreed research activities.
The research scope usually involves developing and optimizing delivery systems (such as LNPs)
targeting specific organs or cells using payloads provided by our partners or nano-scale
small-molecule formulations in the case of AiTEM.
At the conclusion of a collaboration, our partners are generally entitled to exercise an option
to license the LNPs or formulations identified from the research activities for use with their own
payloads. Should the partner exercise this option, we negotiate a license agreement that includes a
significantly larger upfront payment, as well as development and sales milestones and royalties. For
the avoidance of doubt, such collaboration is not a form of “software-as-a-service” (SaaS) offerings,
as our collaborations involve jointly defined research and experimental deliverables rather than
subscription-based data services.
We have entered into a few collaborations with pharmaceutical and biotechnology partners
and are currently in active discussions with several other pharmaceutical and biotechnology
companies regarding additional platform collaborations. As we expand the number of ongoing
collaborations, we expect a growing portion of these research partnerships to convert into license
agreements, which will contribute future potential revenues in the form of upfront payments,
milestone payments, and royalties.
Product Partnerships
In parallel, we conduct product partnerships, through which we develop and out-license our
own pipeline products using our proprietary AI-driven nanomaterial delivery and formulation
technologies, with the objective of out-licensing these products prior to final regulatory approval
for marketing.
The key distinction between platform collaborations and product collaborations lies in the
source of the therapeutic payloads:
 in platform partnerships, our partners provide the payloads, and we design and optimize
the LNPs or formulations for those payloads; whereas,
 in product partnerships, we design and optimize both the delivery system or formulation
and the payload as an integrated asset.
A representative example of our product partnership is the out-licensing of MTS-004, our lead
candidate for PBA. MTS-004 is a formulation-optimized asset that does not contain nanomaterials-
based delivery systems such as LNPs. We entered into a license agreement with Zhejiang Yin’an
Pharmatech on September 12, 2025, which includes an upfront payment of RMB100 million, and
additional commercial milestones, and tiered mid-to-high teens royalties. Under the agreement,
Zhejiang Yin’an will be responsible for NDA approval, manufacturing, and commercialization of
MTS-004 in Chinese Mainland.
For detailed discussion of our commercialization pathway and business sustainability, see
“Business — Commercialization and Business Sustainability.”
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AI NANOMATERIAL APPLICATIONS ACROSS V ARIOUS THERAPEUTIC AREAS
We focus on leveraging our industry expertise, bio-nano platforms and lipid library for the
discovery and development of differentiated therapeutics across various therapeutic areas, including
oncology, immunology, metabolism and central nervous system diseases. We have built a robust
active on-going pipeline with over 10 pipeline products, comprising a few discovery-stage pipeline
candidates, 4 pre-clinical candidates, 3 clinical-stage products, 1 pre-NDA product and 2 animal
health products. The following chart represents our leading product candidates as of the Latest
Practicable Date:
CNS
Metabolism
Immunology
Oncology
MTS-004 Small Molecule
PBA
Dysphagia
MTS-201 Small Molecule
Obesity
T2D
MASH
SBS
MTS-105 Biologics HCC
MTS-107 Biologics CESC/HNSCC
MTS-108 Biologics SCLC
MTS-109 Biologics Autoimmune
MTS-118 Biologics Autoimmune
MTS-128 Biologics Autoimmune
TA Pipeline Modality Indication IIT/IND Ph1 Ph2 Ph3 NDA
PTS-201 Biologics Severe limb ischemia and tissue necrosis In development
PTS-101 Small Molecule Obesity, overweight, and metabolic dysfunction in pets In development
Animal Health
Pipeline Modality Indication Status
PCC
Note: MTS-004 is a formulation-optimized asset that does not contain nanomaterials-based delivery systems such as LNPs.
Our Specialist Technology Products Applied in Human Therapeutics
MTS-004 — A Small Molecule Drug Candidate Emerged from AiTEM Platform, Filing the
V acuum of the China PBA Market
Overview
MTS-004 is an orally disintegrating tablet (ODT) formulation developed by us, comprising
dextromethorphan hydrobromide (DM) and quinidine sulfate (Q), intended for the treatment of PBA
caused by various neurological diseases.
MTS-004 does not contain nanomaterials-based delivery systems such as LNPs, as it is not
designed for organ- or tissue-targeted delivery. However, the molecular dimensions of
dextromethorphan and quinidine are on the order of a few nanometers, and the formulation of
MTS-004 still involves interactions at a nanoscale level between the active pharmaceutical
ingredients and other drug components, which falls within the scope of an acceptable sector under
Chapter 18C, namely, the manipulation of materials conducted at a nanoscale.
PBA, commonly known as the “uncontrollable laughing and crying syndrome,” is a
neurological disorder of emotional expression, characterized by frequent, involuntary, and
uncontrollable episodes of laughing and/or crying that are incongruent or disproportionate to the
patient’s actual emotional state. These sudden and often socially disruptive episodes can impair
patients’ ability to work or engage in normal social interactions, and may exacerbate the symptoms
of the primary neurological condition.
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Advantages of MTS-004
 Clinically V alidated with Favorable Safety and Efficacy Profiles. MTS-004 has
demonstrated a favorable safety and efficacy profile in clinical trials, reinforcing its potential
as a reliable treatment for PBA.
 Designed for Ease of Use and Better Patient Compliance. Formulated as a fixed-dose oral
disintegrating tablet (DM 20 m g/Q1 0 mg), MTS-004 dissolves quickly without the need for
water—an important advantage for patients with dysphagia. Its high palatability, with over
97% acceptability, supports improved treatment adherence.
 First and Only PBA Drug Completed Clinical Trials in China. With no approved treatments
currently available domestically, MTS-004 holds a clear first-mover advantage and faces no
direct competition in the Chinese market.
 Large and Growing Market Opportunity. The PBA drug market in China is projected to reach
RMB7.0 billion by 2035, driven by increasing disease awareness, diagnostic improvements,
and the urgent need for new treatment options–positioning MTS-004 to capture substantial
market share.
Business Development Status
On September 12, 2025, we entered into a license agreement with Zhejiang Yin’an Pharmatech
Ltd. with respect to MTS-004 for the treatment of PBA in Chinese Mainland. Under such license
agreement, Zhejiang Yin’an will be solely responsible for obtaining regulatory approvals in Chinese
Mainland, while we will provide necessary technical support during the regulatory process.
Zhejiang Yin’an or its designated affiliate will act as the marketing authorization holder and bear
all costs and expenses associated with securing such approvals. On October 16, 2025, we entered
into the MTS-004 Supplemental Agreement with Zhejiang Yin’an, under which both parties agreed
to jointly develop MTS-004 for the treatment of dysphagia and share related costs. Zhejiang Yin’an
will be responsible for obtaining market approval for dysphagia, and upon such approval, we are
entitled to receive a development milestone payment of up to RMB100 million.
The prevalence of dysphagia in China rose from 49.9 million cases in 2020 to 67.2 million
cases in 2024, reflecting a CAGR of 7.7% over the period. This figure is projected to increase
further to 131.9 million cases by 2035, with a CAGR of 6.3% from 2024 to 2035.
MTS-201 — Novel TGR5 Agonist Demonstrates Safe, Effective Gut-targeted Delivery with
Intrinsic GLP-1, GLP-2, and PYY Release
Overview
MTS-201 is a novel, orally administered, minimally systemic and locally acting Takeda G
protein-coupled receptor 5 (TGR5) agonist. TGR5, also called G-protein-coupled bile acid receptor
1 (GPBAR1), represents a novel potential target for several metabolic and inflammatory
indications, including proven MASH, diabetes, obesity and colitis among others.
In the intestine, MTS-201 activation of TGR5 stimulates GLP-1 and GLP-2 secretion from
enteroendocrine cells. The therapeutic benefits of incretin (GLP-1 and GLP-2) regulation are well
established, with GLP-1 receptor agonist drugs, such as liraglutide and semaglutide, approved for
the treatment of type-2 diabetes mellitus and obesity and a GLP-2 receptor agonist, teduglutide,
approved for the treatment of short bowel syndrome. Furthermore, TGR5 activation by MTS-201
stimulates the release of peptide tyrosine-tyrosine (PYY), a hormone involved in reducing appetite
and inhibiting gastric motility. Given the multifaceted roles of TGR5 and its downstream effectors
such as GLP-1, GLP-2 and PYY , MTS-201 is expected to show effects on a range of metabolic and
GI conditions.
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Advantages of MTS-201
 First-in-Class Mechanism: TGR5 activation enables coordinated secretion of multiple
endogenous peptides. MTS-201 is a TGR5 agonist that robustly induces the secretion of
multiple endogenous peptides — including GLP-1, GLP-2, and PYY — enabling a single
agent to modulate multiple metabolic and physiological pathways. Compared to exogenously
administered peptides, endogenous hormone release better mimics physiological rhythms and
offers improved safety.
 Oral Small Molecule: MTS-201 is a daily oral tablet, providing high convenience and
adherence for patients. Compared to GLP-1 peptide therapies, its simplified CMC process and
lower production cost are expected to enhance scalability and accessibility.
 Excellent Safety Profile and Improved Tolerability: Gut-restricted action minimizes systemic
toxicity. MTS-201’s gut-restricted chemical design enables local TGR5 activation while
avoiding common toxicities associated with systemic TGR5 agonists, such as impaired
gallbladder emptying, hepatotoxicity, and pancreatitis. Minimally systemic chemistry to
maximize gut exposure with minimal off-target effects, differentiating from past TGR5
agonists and contributing to improved tolerability. Phase I data shows dose dependent increase
in GLP-1, GLP-2 at pharmacologically relevant levels; safe and well tolerated with 0% Grade
3 or 4 TEAEs. In contrast to systemic TGR5 agonists, locally acting MTS-201 induces
sustained, robust, long lasting GLP-1 and GLP-2 secretion (further improved by gliptins)
directly into the mouse gastrointestinal tissue and circulation.
 Synergistic Multi-peptide Activation: MTS-201 induces GLP-1, GLP-2, and PYY , enabling
coordinated cross-organ regulation (pancreas, liver, adipose tissue, gut, CNS, cardiovascular)
and delivering complementary metabolic, anti-inflammatory, and protective effects beyond
weight loss. Each of these peptides is highly promising, with strong industry interest and
encouraging preclinical and clinical progress supporting their relevance and translational
potential.
Key Preclinical Findings
In vitro and in vivo pharmacology studies in multiple species have demonstrated that MTS-201
produced a dose dependent increase on GLP-1, GLP-2 and PYY secretion when administered alone
or in combination with DPP-4 inhibitors. MTS-201 did not block gallbladder emptying. In a PK/PD
study in lean mice, MTS-201 showed very limited systemic exposure while it is highly distributed
into the different segments of intestinal tissues, validating the minimally systemic and gut-restricted
PK profile of MTS-201. Mice treated with MTS-201 showed dose-dependent increase in the
secretion of active GLP-1 compared to the vehicle-treated mice as a result of TGR5 activation by
MTS-201. The level of active GLP-1 secretion was further enhanced when mice were co-
administered with MTS-201 and a DPP4 inhibitor, sitagliptin, which is known to stabilize the active
forms of GLP-1 and GLP-2. A small but dose-dependent decrease in body weight was observed in
mice treated with MTS-201.
In vitro and in vivo genetic toxicology studies indicate that MTS-201 has no mutagenic,
clastogenic or genetic toxicity potential. Results from the 28-day repeat dose toxicity studies in
mice and dogs indicated potential MTS-201 pharmacology-related pathology in the gallbladder
(epithelial hypertrophy in mice and increased gallbladder weights in dogs) and thymus (lymphoid
depletion in mice); both effects were dose-dependent, minimal to moderate and reversible.
MTS-201 had a no-observed-adverse-effect level (NOAEL) of 300 mg/kg/day in mice and 1,000
mg/kg/day in dogs in the 28-day studies.
In a preclinical study, MTS-201 was evaluated in a diet-induced obesity (DIO) mouse model
to assess its effects on body weight and glucose regulation. The results presented in the following
diagrams demonstrated a dose-dependent reduction in body weight, with higher doses of MTS-201
producing greater weight loss. In addition, MTS-201 induced a dose-dependent improvement in
glucose tolerance, reflected by reduced glucose levels following a glucose challenge. Notably, the
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combination of MTS-201 (150 mpk) with sitagliptin (3 mpk), a well known protease inhibitor
administered twice daily exhibited comparable efficacy to semaglutide, a clinically approved
benchmark therapy, in both weight loss and glucose control. These findings support the therapeutic
potential of MTS-201 for the treatment of obesity and metabolic disorders.
MTS-201: Dose-Dependent Weight Loss and Glucose Response in DIO Mouse Model (BID x 27D)
BW weight change from
baseline at D28 (%)
Glucose tolerance test: Glucose
AUC0-120 (mM*min) at D28
Summaries of Clinical Trials
Status : Part A of the Phase I clinical trial was completed on January 28, 2025. We initiated Part
B of the Phase I clinical trial in September 2025.
Safety Data of the Part A of Phase I Clinical Trial . As of December 16, 2024, a total of 32
volunteers were enrolled and randomized to 4 cohorts (n=8/cohort to receive single doses of 50,
150, 450 and 900 mg of MTS-201 or placebo at a 3:1 randomization ratio). MTS-201 was
well-tolerated across cohorts. Nineteen subjects were observed to have at least one AE, out of which
9 subjects had possibly drug-related AEs. All drug-related AEs were mild in severity. No > Grade
3 AEs or SAEs were reported. There were no safety concerns identified by the SRC.
MTS-105 — Liver-targeted mRNA-LNP TCE Emerged from our AiRNA and AiLNP Platforms
Overview
MTS-105 is an mRNA-based therapeutic product at IIT stage. It consists of: (i) an mRNA
encoding the GPC3×CD3 bispecific TCE, and (ii) a LNP delivery system designed to target liver.
Following intravenous administration, the mRNA-LNP complex is expected to accumulate in the
liver, where it is internalized by hepatocytes and Kupffer cells. The mRNA is then released into the
cytoplasm and translated by ribosomes into the therapeutic TCE protein. This protein consists of
two linked scFv domains — one targeting the CD3 /H9255subunit of the T-cell receptor (TCR) complex,
and the other targeting GPC3 on HCC cells. By simultaneously binding to CD3 on T cells and GPC3
on tumor cells, the TCE forms a trimeric complex (“T cell-antibody-tumor cell”), leading to the
formation of an immunological synapse. Through this synapse via TCR crosslinking, the T cells are
activated leading to proliferation and the release of pro-inflammatory cytokine (such as interferon
gamma) and cytotoxic granules (such as perforin and granzymes) — ultimately resulting in targeted
tumor cell killing.
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Advantages of MTS-105
Compared to conventional anti-tumor therapies, MTS-105 offers several key advantages:
 it is expected to significantly enhance drug concentration in the target organ (the liver);
 it reduces drug exposure in non-target organs, potentially lowering on-target off-tumor
and off-target toxicity;
 unlike antibody-based therapies, mRNA requires time to be translated into active protein
after administration, which helps reduce peak plasma concentration and prolongs
half-life — thereby broadening the therapeutic window; and
 it is designed to specifically bind GPC3 on the surface of hepatocellular carcinoma cells
while simultaneously engaging CD3-positive cytotoxic T cells, thereby inducing a
targeted immune-mediated anti-tumor response.
Key Results from Preclinical Studies:
 Liver and Tumor-specific Delivery of TCE: MTS-105 have shown significant
advantages over Ab-based TCE in tissue-specific enrichment of drug concentration. In
the tumor-bearing mice (mouse liver HCC orthotopic model), MTS-105 generated much
higher than liver/serum ratio of TCE and intra-tumoral TCE expression, whereas the
benchmark Ab-based TCE had the opposite profile.
 Anti-tumor Activities of MTS-105: In the same model, MTS-105 generated 100%
complete remission at a dose level as low as 0.5µg, which showed 1/10 of the peripheral
drug exposure as that of Ab-based TCE which only showed 50% of tumor growth
inhibition. More importantly, when those tumor-free mice were re-challenged with a new
tumor in another liver lobe, they remained tumor-free, suggesting a long-term T cell
memory by the MTS-105 treatment.
 MTS-105 induced more terminally differentiated memory subsets with higher
activation score: The optimized PK profile of mRNA-translated TCE induced higher
activation score on intra-tumoral T cells than the Ab-based TCE, based on a single cell
RNA-sequencing analysis in the above-mentioned mouse HCC orthotopic model. More
importantly, MTS-105 preferentially expanded a subset of CD8 T cells with genes
clustered with terminal differentiation phenotypes.
Clinical Development Plan
We plan to submit IND application of MTS-105 to NMPA in 2026.
MTS-109
Overview
MTS-109 is a best-in-class, mRNA-encoded, tri-specific TCE at IIT-stage for B-cell mediated
autoimmune diseases and hematologic malignancies.
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MTS-109’s LNP formulation enables delivery of the mRNA-encoded TCE cargo to lymphoid
organs, with data demonstrating a complete depletion of peripheral and tissue resident B cells in
NHPs.
Innovation and Differentiation:
The use of mRNA as the modality optimizes the PK profile, providing a controlled and
optimal duration of therapeutic activity coupled with a favorable safety profile that minimizes
cytokine release and eliminates the need for pre-treatment with dexamethasone.
MTS-109 also holds the potential for subcutaneous, intravenous or intramuscular dosing,
transforming the clinical practice of immunotherapies. MTS-109 has potential applications in B cell
mediated autoimmune diseases and hematologic malignancies including Systemic Lupus
Erythematosus (SLE), lupus nephritis, systemic sclerosis, B-NHL, CLL, B-ALL, and multiple
myeloma (MM).
Key Results from Preclinical Studies:
 Biological activities : Non-human primates administered MTS-109 subcutaneously at 5
µg/kg every three days for a total of three doses exhibited: (1) rapid depletion of B cells;
(2) complete depletion of B cells; and (3) initiation of B-cell reconstitution
approximately one month after dosing. This sustained and selective depletion profile
demonstrates the long-lasting pharmacodynamic effect of MTS-109 after three doses.
1,000
2,000
3,000B cells/ μL
0369
Time (Day)
12
Subject#1
Subject#2
Pre-dose
15
0
18 21 24 27 30 33 36
MTS-109 subcutaneous administration (5μg/kg)
The following charts demonstrate B cell depletion in lymphoid tissues mediated by MTS-109
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B Cell depletion in lymphoid tissues mediated by MTS-109
Vehicle
MTS109-5μg/kg
0
20
40
60
80
100CD45+CD20+ (%)
Bone marrow
Vehicle
MTS109-5μg/kg
0
20
40
60
80
100CD45+CD20+ (%)
Spleen
Vehicle
MTS109-5μg/kg
0
20
40
60
80
100CD45+CD20+ (%)
Axillary LN
Vehicle
MTS109-5μg/kg
0
20
40
60
80
100CD45+CD20+ (%)
Submaxillary LN
Vehicle
MTS109-5μg/kg
0
20
40
60
80
100CD45+CD20+ (%)
Inguinal LN
MTS-109 achieves complete peripheral and deep tissue B cell depletion at doses 100-300
times lower than in-vivo CAR-T benchmarks, demonstrating exceptional potency and in-vivo
efficiency. Due to its tailored PK profile, MTS-109 enables rapid B cell depletion and recovery,
with repopulation beginning approximately 3 weeks after the final dose. The preferential return of
naïve B cells underscores a high-quality immune reconstitution. Furthermore, MTS-109 triggers
17-20 times lower IL-6 induction at efficacious doses compared to in-vivo CAR-T and protein
TCEs, supporting a clearly differentiated and favorable safety profile.
Our Preclinical Assets
In addition to our clinical-stage product candidates, we have several differentiated IND-ready
and preclinical candidates. These programs are in various stages of drug discovery and preclinical
evaluation emerged from our AiTEM, AiLNP and AiRNA application programs.
MTS-107
MTS-107 is an mRNA-based, LNP-delivered therapeutic vaccine designed to target
malignancies driven by HPV16 and HPV18, such as cervical cancer and head and neck cancers. The
vaccine encodes the E6 and E7 antigens of HPV16/18, which have been specifically engineered to
eliminate their ability to degrade p53 and Rb proteins, thereby removing oncogenic risk. In
addition, MTS-107 incorporates a proprietary co-stimulatory adjuvant that enhances dendritic
cell-mediated cross-presentation and robustly stimulates CD8+ T-cell responses.
MTS-108
MTS-108 is a lung-tropic LNP encapsulating mRNA encoding a biparatopic DLL3xCD3 TCE
for the treatment of small cell lung cancer (SCLC) and other DLL3+ neuroendocrine tumors.
Following administration, the lung-tropic LNP delivers the mRNA payload specifically to
tumor-bearing lung tissue. Lung epithelial cells take up the nanoparticles, enabling intracellular
translation of the biparatopic DLL3xCD3 TCE protein. The functional TCE is then secreted and
penetrates the tumor microenvironment (TME) in the lung tissue. Within the TME, the biparatopic
DLL3xCD3 TCE simultaneously binds cytotoxic T cells via CD3 and DLL3-expressing tumor cells,
mediating potent tumor cell killing.
MTS-118
MTS-118 is a first-in-class, mRNA encoded, tri-specific, CD19xBCMAxCD16a NK Cell
Engager (NKCE) in late preclinical development for B-cell mediated autoimmune diseases.
MTS-118’s LNP formulation enables delivery of its mRNA-encoded NKCE cargo to secondary
lymphoid organs, with data demonstrating a robust depletion of peripheral B cells in NHPs.
MTS-118 has potential applications in moderate autoimmune diseases where patients place high
priority on safety and suitability for outpatient administration.
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MTS-128
MTS-128 is a potentially best-in-class TCE targeting both CD19 and BCMA. For the
treatment of autoimmune diseases, MTS-128 leverages the patient’s own T cells through CD3
engagement to rapidly and completely eliminate B cells or plasma cells that contain autoantigen-
specific pathogenic subsets, thereby enabling immune reset and allowing patients to achieve
drug-free remission. In addition, for hematologic malignancies such as B-cell lymphoma, B-cell
leukemia, and multiple myeloma, MTS-128 can similarly eliminate CD19+ or BCMA+ tumor cells
to achieve therapeutic goals. MTS-128 features several differentiated design elements: through our
AI-powered antibody discovery platform, high-affinity CD19 and BCMA single-domain antibodies
were identified, resulting in a significantly smaller molecular size compared to competing products,
which enables enhanced tissue penetration and improved efficacy and therapeutic window;
additionally, incorporation of a HSA-binding domain optimizes the half-life in vivo , achieving an
extended therapeutic window while allowing rapid immune system reconstitution.
MTS-128 demonstrated highly efficient B-cell depletion in in vitro PBMC assays, along with
potent killing of BCMA+ tumor cells. Complete peripheral B-cell and plasma cell depletion was
observed in both CD3/CD19 humanized mice and non-human primates (NHPs), with deep B-cell
depletion also achieved in lymphoid tissues. Furthermore, MTS-128 exhibited a favorable safety
profile in NHPs.
We believe MTS-128 has commercial potential for early out-licensing.
Our Specialist Technology Products Applied in Animal Health
PTS-201 — Our Precise Solution to Restore Pet Mobility
PTS-201 is a first-in-class, locally administered mRNA therapy encoding hepatocyte growth
factor (HGF) formulated in a LN carrier. Designed to treat severe limb ischemia and tissue necrosis
in companion animals — including diabetic foot-like conditions — PTS-201 is delivered via
intramuscular injection to the affected limb, where it drives robust local HGF expression. This, in
turn, stimulates neovascularization and collateral circulation, rapidly restoring tissue perfusion,
halting necrosis, and significantly reducing the risk of amputation and mortality. PTS-201
represents a key part of our animal health portfolio and demonstrates the translational potential of
our AI-enabled delivery platform across veterinary and human applications. PTS-201 is a promising
therapeutic candidate for addressing critical unmet needs in the animal health market, particularly
in aging or mobility-impaired companion animals. With localized efficacy, a favorable safety
profile, and scalable formulation technology, PTS-201 is positioned to become a differentiated
solution for veterinary applications in vascular regeneration and ischemia-related conditions.
PTS-101 – A Potentially First-in-class Oral Therapy for Pet Weight Management and Metabolic
Health
PTS-101 is a potentially first-in-class, gut-restricted oral small molecule therapy that, in
addition to its human applications, is designed to address the widespread problems of obesity,
overweight, and metabolic dysfunction in pets. By selectively activating TGR5 receptors in the gut,
PTS-101 induces the coordinated endogenous release of GLP-1, GLP-2, and PYY , delivering safe
and sustainable weight loss along with broad metabolic, cardiovascular, and anti-inflammatory
benefits. Its gut-restricted design avoids systemic TGR5-related adverse effects, while offering a
more convenient and adherence-friendly approach compared to existing pet weight-loss
interventions, addressing a critical unmet need in long-term veterinary weight management.
We are in partnership with a leading veterinary group in China, whose extensive customer
coverage is expected to accelerate PTS-101’s registration, launch, and commercialization in the pet
health market. This collaboration is poised to enhance market penetration and leverage the partner’s
distribution and branding capabilities to maximize PTS-101’s commercial impact.
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BUSINESS DEVELOPMENT AND COLLABORATIVE PARTNERSHIP
We have established a global network of partnerships with leading pharmaceutical and
biotechnology companies to unlock the significant value of our AI-driven nanomaterial platforms
and potential pipeline products. Our business model is structured around two key pathways for
business development partnerships: platform BD and product BD.
Platform Business Development
Through our platform BD model, we provide one-stop solutions utilizing our proprietary
AI-driven nanomaterial platforms to discover LNPs and molecules. We have established multiple
platform BD partnerships with leading global pharmaceutical companies as well as innovative
biotech companies.
Collaboration with a Leading Global Pharmaceutical Company
In December 2024, we entered into a research collaboration agreement with a leading global
pharmaceutical company, which was amended in March 2025 (the “2024 Amended Research
Agreement”). Pursuant to the 2024 Amended Research Agreement, the parties agreed to jointly
conduct strategic research to evaluate the in vivo performance of our proprietary ionizable lipid
library for delivery into a specific organ and to validate and optimize a promising lipid for such
organ-specific delivery.
Under the terms of the 2024 Amended Research Agreement, the leading global pharmaceutical
company pays for the research project. In addition, it paid us a non-refundable US$2.0 million for
an exclusive right of first negotiation, exercisable during the term of the 2024 Amended Research
Agreement and for six months thereafter, to negotiate and enter into a collaboration or license
agreement with respect to the research results, inventions, and our background intellectual property
used in or resulting from the research project.
In March 2026, we entered into a new research collaboration agreement effective in November
2025 (the “2025 Research Agreement”) with the leading global pharmaceutical company, pursuant
to which the parties agreed to jointly conduct strategic research to broadly screen and identify a
promising lipid(s) for delivery into a specific cell type. Under the 2025 Research Agreement, both
parties approved a research plan outlining the research objectives, program milestones, and the
funding and resource commitments of each party
We also granted the leading global pharmaceutical company an exclusive right of first
negotiation, exercisable during the term of the 2025 Research Agreement and for six months
thereafter, to negotiate and enter into a collaboration or license agreement with respect to the
research results, inventions, and our background intellectual property used in or resulting from the
research project.
The term of both research agreements is two years from the effective date, unless the
underlying research project is completed or terminated or the research agreement is otherwise early
terminated in accordance with its terms.
Other platform BD partnerships
In July 2025, we entered into a research collaboration agreement with a U.S.-listed
biopharmaceutical company with a market capitalization of over US$4 billion, pursuant to which
the parties agreed to jointly conduct strategic research to evaluate our mRNA and LNP technology
for the development of therapeutics for different diseases. We have also granted such company an
option to negotiate an exclusive license to use our technology for up to three expressed protein
targets. The U.S.-listed biopharmaceutical company recently announced that it entered into an
agreement to be acquired by another public company.
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We have also entered into five research collaboration agreements with other new partners that
are private companies starting from July 2025, each following a similar contractual and scientific
structure with contract value ranging from approximately US$45 million to US$109 million per
target. These collaborations collectively demonstrate the scalability and growing market recognition
of our platform partnership model and reflect our strengthened capability to expand our collaborator
base and deepen existing relationships.
The following table sets out an illustrative example of the typical payment structure, timing
and nature of consideration under our platform collaboration agreements:
Stage Nature of Activities Typical Consideration Timing of Payment
Contract initiation /H1118Execution of collaboration
agreement and
commencement of
research program
Upfront payment
(non-refundable)
Within certain days
following the
execution of the
agreement
Research phase /H1118/H1118/H1118/H1118Conduct of research
activities under agreed
research plan
Research fees Periodic payments
tied to research
stages or budget
milestones
End of research
phase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Assessment of options
for further
collaboration/licensing
Option exercise fees Upon exercise of
options
Subject to the exercise of the option, the following payments may apply:
Development
milestones /H1118/H1118/H1118/H1118/H1118/H1118
Advancement of candidates
into preclinical and
clinical development
(e.g., candidate
selection, IND-enabling
activities, initiation of
clinical trials, and
different phases of
clinical trials)
Development
milestone
payments
Upon achievement
of specified
development
milestones
Regulatory
approval /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Receipt of regulatory
approvals in key
jurisdictions
Regulatory milestone
payments
Upon approval in
relevant
jurisdictions
Commercialization /H1118Sale of approved products
by collaboration partner
Sales-based
milestone
payments and/or
royalties
Upon achievement
of sales thresholds
and on an ongoing
basis based on net
sales
Product Business Development
Our breakthrough pipeline products represent another significant avenue for BD partnerships.
With POC data, we plan to out-license or co-develop these products with our partners to maximize
their value. We have entered into a licensing agreement with Zhejiang Yin’an to out-license
MTS-004, which is poised to become the first approved ODT for PBA in China.
License Agreement with Zhejiang Yin’an for MTS-004 for the Treatment of PBA
On September 12, 2025, we entered into a license agreement with Zhejiang Yin’an Pharmatech
Company (“Zhejiang Yin’an”) (as may be amended from time to time, the “MTS-004 License
Agreement”), pursuant to which we granted Zhejiang Yin’an an exclusive, royalty-bearing, and
sublicensable license under certain patents and know-how owned or otherwise controlled by us to
develop, manufacture, commercialize, and otherwise exploit MTS-004 and pharmaceutical products
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comprising MTS-004 for the treatment of PBA (collectively, the “MTS-004 Products”) for all uses
in Chinese Mainland (the “Territory”). We retain the full rights to develop, manufacture,
commercialize, and otherwise exploit MTS-004 and the MTS-004 Products worldwide except for
Chinese Mainland (the “Retained Territory”). MTS-004 is a formulation-optimized asset that does
not contain nanomaterials-based delivery systems such as LNPs.
Under the MTS-004 License Agreement, Zhejiang Yin’an will be solely responsible for
obtaining regulatory approvals in the Territory and will act as the marketing authorization holder
and bear all costs and expenses associated with securing such approvals. Zhejiang Yin’an will also
be solely responsible for manufacturing, supply as well as commercialization activities within the
Territory.
We are eligible to receive RMB100 million upfront payment in installments and up to an
aggregate of RMB1,845 million in additional payments upon the achievement of specified
commercialization milestones tied to tiered annual net sales. Upon commercialization, we will also
be entitled to tiered mid-to-high teens royalties on annual net sales of MTS-004 Products, subject
to customary adjustments.
Each party shall solely own all inventions conceived or first reduced to practice solely by or
on behalf of such party. Inventions conceived or first reduced to practice jointly by or on behalf of
Zhejiang Yin’an and us shall be solely owned by us, with Zhejiang Yin’an having the right to
practice such inventions without accounting to us. We have the sole right to file, prosecute, and
maintain any patents or patent applications related to MTS-004 and those arising from the
collaboration.
Supplemental License Agreement with Zhejiang Yin’an for MTS-004 for the Treatment of
Dysphagia
On October 16, 2025, we entered into a supplemental agreement to the MTS-004 License
Agreement with Zhejiang Yin’an (the “MTS-004 Supplemental Agreement”), pursuant to which
both parties agreed to collaborate on the further research and development of MTS-004 for the
expansion of its indication to the treatment of dysphagia and share related costs. Zhejiang Yin’an
will be responsible for obtaining market approval for dysphagia, and upon such approval, we are
entitled to receive a development milestone payment of RMB100 million upon MTS-004 obtaining
marketing approval for the treatment of dysphagia, which will be adjusted to RMB50 million if such
approval is obtained on or before December 31, 2027.
Supplemental License Agreement No. 2 with Zhejiang Yin’an for MTS-004 for the Treatment of
PBA
On November 18, 2025, we entered into Supplement Agreement No. 2 to the MTS-004
Agreement with Zhejiang Yin’an (the “MTS-004 Supplemental Agreement No. 2”), pursuant to
which both parties agreed that the upfront payment of RMB100 million entered into on September
12, 2025 shall be fully paid on or before December 31, 2025. We have received the RMB100 million
upfront payment in full in early December 2025.
Strategic Collaboration in AI-driven Animal Health Products
On August 1, 2025, we entered into a strategic cooperation intent agreement with a leading
integrated supply chain service provider in China’s pet healthcare sector to jointly develop and
commercialize AI-driven therapeutics for the animal health market. The collaboration envisions the
establishment of a joint venture company, with an initial total investment amount of approximately
RMB30.0 million from both parties and potential third-party investors.
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Under the proposed framework, we will license exclusive rights to selected pipeline products
in the animal health sector to the joint venture, while our partner is expected to lead daily
operations, regulatory registration, commercialization, and supply chain management, leveraging
its strong distribution network in animal health products.
Definitive binding licensing agreement and joint venture agreement will be negotiated
separately and are expected to include standard commercial terms such as upfront payments,
milestone payments, and royalties, subject to unanimous approval by the joint venture’s board of
directors, comprising representatives appointed by both parties.
We may not enter into any definitive licensing agreement or joint venture agreement, despite
the signing of strategic cooperation intent agreement.
This collaboration reflects our ability to execute strategic partnerships that expand the reach
of our AI-empowered nanomaterial platforms into a high-growth animal health market. It also
supports our dual-pathway commercialization strategy by reducing development risk through
external operational and regulatory expertise, while creating new revenue opportunities.
COMMERCIALIZATION AND BUSINESS SUSTAINABILITY
We believe our commercialization efforts have been a key driver of our growth to date and will
remain central to our long-term sustainability. As we scale, our strategic focus is to deepen the
commercial value of our platform by expanding our pipeline, broadening our application areas, and
forging long-term partnerships with leading global pharmaceutical and biotechnology companies.
Our commercialization strategy is anchored by a dual-pathway business model that integrates
(a) platform business development and (b) product licensing opportunities. This strategy is driven
by our proprietary AI-driven nanomaterial platform, which enables rapid, targeted, and scalable
design of delivery systems across a broad range of modalities and therapeutic areas. To implement
this strategy, we are focused on three core areas: (i) scaling and deepening our existing
collaborations, (ii) expanding into novel delivery modalities and high-value adjacent applications,
and (iii) strengthening our international footprint through strategic global partnerships.
We are a Pre-Commercial Company dedicated to the delivery and application of functional
payloads across life forms. Since our inception, we have been primarily engaged in the research and
development of our AI-driven nanomaterial platform technologies and the continuous refinement of
our specialized solution platforms, namely AiTEM, AiLNP and AiRNA, alongside the advancement
of our proprietary pipeline assets.
As a result of our continued investment in research and development and organizational
build-out, we recorded adjusted net losses (non-IFRS measure) of RMB347.0 million, RMB239.6
million and RMB180.2 million for the years ended December 31, 2023, 2024 and 2025,
respectively. The adjusted net losses (non-IFRS measure) during the Track Record Period were
primarily attributable to the following factors:
Significant R&D Investment. A substantial portion of our operating expenses during the
Track Record Period was related to research and development activities. Our R&D expenses
amounted to RMB290.5 million, RMB274.0 million and RMB269.8 million in 2023, 2024 and
2025, respectively.
These expenses primarily consisted of employee benefit costs for scientists, engineers and
data researchers involved in developing our AI-enabled platforms and product candidates, the
procurement of laboratory materials, consumables and specialized instruments for formulation and
testing, and professional service fees paid mainly to contract research organizations and other
external research providers.
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Administrative Expenses. We also incurred administrative expenses of RMB85.5 million,
RMB90.6 million and RMB196.0 million in 2023, 2024 and 2025, respectively. Fluctuations in
administrative expenses during the Track Record Period were primarily attributable to adjustments
in our staffing structure and share-based compensation expenses, as well as ongoing investment in
management and compliance capabilities to support our business expansion and listing preparation.
Limited Revenue Base During the Pre-Commercial Stage. As we remained in a pre-
commercial stage, our revenues during the Track Record Period were limited, primarily derived
from early-stage research collaboration projects under our platform partnership model. We
generated revenues of RMB9.3 million, RMB1.5 million and RMB105.0 million in 2023, 2024 and
2025, respectively. Given the early stage of our commercialization activities, these revenues were
insufficient to offset our substantial R&D and administrative expenditures, resulting in recurring
adjusted net losses (non-IFRS measure) throughout the Track Record Period.
We recorded net cash used in operating activities of RMB192.4 million, RMB239.2 million
and RMB121.6 million in 2023, 2024 and 2025, respectively. Our increased net cash used in
operating activities during the Track Record Period was primarily due to our net loss position and
the increased operating expenses, reflecting the continuous upgrade and innovation of our
technological capabilities and our rapid business expansion. See “Financial Information —
Liquidity and Capital Resources — Cash Flow Analysis” for details regarding our cash flows.
Scaling and Deepening Our Existing Collaborations
A core pillar of our commercialization strategy is to scale and deepen our existing
collaborations through our dual-pathway approach that integrates platform and product business
development. Through platform partnerships, we apply our delivery technologies to partner
pipelines across a range of therapeutic modalities, generating recurring revenue and fostering
long-term engagement. In parallel, we pursue strategic transactions around our proprietary
therapeutic assets, with the aim of accelerating development, expanding market access, and
capturing downstream value through licensing, co-development, and royalty-bearing agreements.
Platform Business Development
We have established a solid commercial foundation through strategic technology
collaborations with global pharmaceutical and biotechnology companies. These partnerships span
a wide range of modalities — including mRNA, small molecules, and biologics — and are
structured to support flexible engagement models, from early-stage screening and formulation
design to end-to-end delivery solutions. Our commercial terms typically include research service
fees, option-based payments, and downstream milestone and royalty arrangements tied to program
advancement.
Once validated within a partner’s pipeline, our platform frequently becomes a scalable
foundation for multiple assets, enhancing retention and fostering multi-program collaboration. For
example, our multi-year partnership with a leading global pharmaceutical company involves the
co-development of LNPs for CNS delivery, with multiple therapeutic programs under evaluation.
This scalable model not only strengthens long-term revenue visibility but also positions us as a
strategic partner across therapeutic portfolios.
Product Business Development
In parallel with our platform strategy, we are actively advancing business development for our
internal pipeline products, including MTS-105, MTS-201, MTS-109 and MTS-128. These
therapeutic candidates are designed with differentiated mechanisms of action, strong pre-clinical
profiles and clinical results, and the potential to address significant unmet needs in high-value
indications.
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On September 12, 2025, we entered into the MTS-004 License Agreement, pursuant to which
we granted the licensee, Zhejiang Yin’an, an exclusive, royalty-bearing, and sublicensable license
under certain patents and know-how owned or controlled by us to develop, manufacture,
commercialize, and otherwise exploit MTS-004 and the MTS-004 Products for the treatment of
PBA within Chinese Mainland. MTS-004 is a formulation-optimized asset that does not contain
nanomaterials-based delivery systems such as LNPs.
MTS-105, MTS-109, MTS-201 and MTS-128 are also under strategic review for business
development opportunities, targeting partnerships that can accelerate development, optimize
regulatory pathways, and maximize commercial access.
Our current goal for these pipeline products is to enter into licensing agreements with terms
that include upfront payments, clinical and regulatory milestones, and tiered royalties on net sales.
These transactions are expected to enable us to further develop next-generation AI-driven
nanomaterial platforms and maintain at the forefront of the drug delivery industry.
Ability to Retain and Expand Our Customer and Collaborator Base
The quantity, quality and diversity of our customers and our collaborators are crucial to our
results of operations and continued growth. We have established collaborations with over 30 global
pharmaceutical and biotechnology companies through flexible engagement models from early-stage
screening and formulation design to end-to-end delivery solutions. These partnerships generate
revenue through research service fees and upfront option payments. Once the joint collaboration
materializes, we may receive milestone payments and potential royalties from the collaborative
efforts, subject to further commercial discussion. Our collaborations are structured to create
long-term value. Once our delivery platform is validated within a partner’s program, it often
becomes a scalable reusable foundation for multiple products, increasing the cost of switching and
enhancing partner retention.
Our platform partnership model requires initial validation through successful proof-of-
concept studies before broader market adoption. In this regard, our collaboration with a leading
global pharmaceutical company serves as a representative example to demonstrate the capability
and reliability of our technology platform. We commenced the collaboration in late December 2024
and we are currently in active discussion with the global pharmaceutical company to expand the
scope of the research collaborations to additional organs. For further details, please refer to the
section headed “Business — Business Development and Collaborative Partnership — Collaboration
with a Leading Global Pharmaceutical Company.”
As our platform continues to gain technical validation, we continue to expand our business
development activities. We have entered into several collaboration agreements with contract value
ranging from approximately US$45 million to US$109 million per target. The term and structure of
which are generally consistent with those under the Research Agreement, pursuant to which we will
conduct specific research activities as defined in the agreement. Upon completion of the research
project and delivery of the nanomaterials, the business partner will have an option to license the our
LNPs utilized in the collaboration.
These new collaborations collectively demonstrate the scalability and growing market
recognition of our platform partnership model and reflect our strengthened capability to expand our
collaborator base and deepen existing relationships.
Based on our development strategies, commercialization plans and the foregoing analysis, we
expect to be able to qualify as a Commercial Company by May 2028, being within 24 months from
our Listing Date. However, our expectation of qualifying as a Commercial Company within such
timeframe is based on our reasonable estimates and beliefs as of the Latest Practicable Date and is
subject to various assumptions, many of which are beyond our control, including, without
limitation, the following assumptions: (i) there will be no material delays or obstacles to the
implementation of our commercialization plans and development strategies; (ii) we will be able to
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deliver our solutions and services, including LNP and mRNA, in the anticipated manner and quality;
(iii) we will be able to perform our contractual undertakings relating to our solutions and services
in accordance with the relevant contractual terms; (iv) our counterparties will duly perform their
obligations, exercise their options and cooperate with us in accordance with the relevant contractual
terms; (v) our counterparties will be able to successfully develop and commercialize the licensed
products covered by our technologies under the relevant contracts, including the completion of
clinical trials, the obtaining of regulatory approvals, and the manufacturing and marketing of the
relevant drug candidates in a timely and cost-effective manner; (vi) our operations and our business
relationships with major customers and collaborators, suppliers and other business partners will not
be materially adversely affected; (vii) there will be no regulatory regime that would materially
undermine our business; (viii) there will be no material changes in the operating conditions of our
business; (ix) there will be no other material adverse developments that would undermine our
business and financial performance; and (x) our business and financial performance during the 24
months following our Listing will improve, and our expected revenue during such period will grow
at a pace faster than that during the Track Record Period. For relevant risks associated with the
commercialization of our technologies and services, see “Risk Factors — Risks Related to the
Commercialization of Our Technologies and Services.”
Building on the solid foundation we have established, the momentum we have achieved, and
the advancement of our pipeline programs, we believe that we are well positioned to sustain the
long-term growth of our business.
Expanding into Novel Delivery Modalities and High-Value Adjacent Applications
We believe our proprietary AI-driven nanomaterial platforms position us to capitalize on
emerging opportunities across both established and adjacent markets. Originally developed to
address unmet needs in human therapeutics, our platform has evolved into a versatile engine for
designing advanced delivery systems with broader applicability.
We operate at the convergence of artificial intelligence and nanotechnology, two
transformative fields that are reshaping drug development and delivery paradigms. According to
Frost & Sullivan, global investment in AI-driven pharmaceutical R&D increased from US$5.4
billion in 2020 to US$13.7 billion in 2024 and is projected to reach US$123.9 billion by 2035,
reflecting a CAGR of 22.2% from 2024 to 2035. In parallel, the global nano-enabled drug market
is expected to grow at a CAGR of 9.2% from 2024 to 2035, reaching US$585.4 billion by 2035.
These trends signal accelerating demand for precise, efficient, and scalable delivery technologies —
capabilities at the core of our platform.
Beyond traditional pharmaceutical use cases, we are selectively expanding into adjacent areas
where delivery innovation remains a critical challenge. These include nucleic acid-based
therapeutics, non-viral payload delivery systems, advanced biologics, and other modalities
requiring tunable, tissue-specific delivery solutions. We are also actively collaborating with
academic institutions and innovation hubs to co-develop applications in emerging domains, helping
to extend the impact of our platform while fostering a broader innovation ecosystem.
In addition, our platform has demonstrated early potential in cross-sector applications such as
animal health, and pet longevity. On August 1, 2025, we entered into a cooperation intent agreement
with a leading pet healthcare supply chain provider in China to jointly develop and commercialize
AI-driven animal health products. The parties plan to form a joint venture with an initial investment
of approximately RMB30 million, to which we will out license select pipeline products. Our partner
will lead operations, regulatory affairs, and commercialization. Definitive agreements will be
negotiated separately and are expected to include typical commercial terms.
By advancing R&D in these high-value adjacent industries, we aim to diversify our revenue
streams, broaden our commercial footprint, and enhance the long-term resilience of our business.
While this expansion may lead to fluctuation in short-term financial performance, we believe it will
contribute to sustainable growth and long-term technology validation across multiple verticals.
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Strengthening Our International Footprint Through Strategic Global Partnerships
We are exploring a global growth strategy aimed at enhancing our international footprint,
accelerating cross-border innovation, and driving long-term commercial adoption of our AI-
empowered nanomaterial technologies. This strategy encompasses a range of initiatives, including
business development activities, strategic collaborations, joint ventures, mergers and acquisitions,
and targeted investments in overseas markets. Through these efforts, we aim to unlock new
commercial opportunities, strengthen our competitive position, and broaden the reach of our
platform across key international geographies.
Leveraging our core technological strengths in AI-driven formulation design, nanomaterial
discovery, and targeted delivery systems, we plan to initiate and expand strategic collaborations
with pharmaceutical, biotechnology, and broader life sciences companies seeking to integrate
advanced delivery technologies into their therapeutic pipelines. These partnerships may take the
form of platform access arrangements, co-development arrangements, or option-based deals with
global or regional scope. In addition, we are evaluating opportunities to engage in joint ventures or
strategic alliances with international companies.
We also recognize the strategic value of inorganic growth through mergers and acquisitions.
We may selectively pursue licensing opportunities, research collaborations, strategic partnerships,
joint ventures, mergers and acquisitions, and other investment activities aimed at building an
international nanomaterials ecosystem. We plan to strengthen our presence in key markets including
the United States, Europe, the Middle East, and East Asia (Japan, Korea, and Hong Kong) by
leveraging our proprietary technologies and interdisciplinary expertise to deepen engagement with
partners in the pharmaceutical, biotechnology, and life sciences sectors. In addition, we intend to
expand our overseas operations and business development teams, including through new regional
offices, participation in global industry conferences, and targeted promotional campaigns to
enhance our international brand visibility and accelerate commercial adoption of our AI-driven
nanomaterial technologies. See “Future Plans and Use of Proceeds.”
These global initiatives are designed to accelerate the translation of our platform into
real-world applications, enable deeper integration into international R&D and commercialization
pipelines, and expand our global customer and partner base. By strategically allocating resources
toward high-impact opportunities across borders, we aim to position our company as a trusted
global partner in AI-driven nanomaterial platform innovation and to build a commercially
sustainable business with diversified revenue and long-term growth potential.
RESEARCH AND DEVELOPMENT
As a technology-centric R&D platform, we are committed to the ongoing enhancement and
advancement of our technological capabilities through both in-house research initiatives and
strategic collaborations with counterparties — typically leaders in their respective fields.
Our R&D Team
Our R&D team, led by our three Co-founders, comprised over 100 scientists and technologists
as of the Latest Practicable Date, the majority of whom hold master’s degrees or higher, including
approximately 40 Ph.D. holders. The team brings together multidisciplinary expertise across
nanomedicine, chemistry, biology, physics, medical science, computational biology and
engineering, supporting an integrated, innovation-driven platform underpinning our proprietary AI
and nanomaterial technologies. Our computational and data scientists have applied advanced
machine learning and computational methods to optimize complex systems such as nanoparticles
and polymers, while our nanomaterials researchers have conducted pioneering work in nanoparticle
design, protein–nanoparticle interactions and targeted delivery systems. Through close
interdisciplinary collaboration, our R&D organization has achieved deep integration of AI and
nanomaterial sciences, enabling proprietary algorithmic frameworks that accelerate drug discovery
and formulation and reinforcing our technological leadership in AI-powered nanomedicine.
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As of the Latest Practicable Date, we had filed 224 patent applications, including 12 in the
United States, nine in Europe, 97 in China, seven in Australia, seven in the Republic of Korea, seven
in Canada, eight in Japan, one in United Arab Emirates, four in Argentina, one in Brazil, three in
Eurasia, one in Egypt, one in Indonesia, one in Malaysia, one in Saudi Arabia, one in Singapore,
one in Thailand, one in South Africa, 18 in Taiwan, three in Hong Kong, and 40 under the Patent
Cooperation Treaty (“PCT”). Based on these PCT applications, we plan to file additional
applications in the United States, Europe, China, and other jurisdictions. As of the Latest
Practicable Date, we had been granted 52 patents, including two in the United States, one in Europe,
38 in China, three in Australia, one in the Republic of Korea, two in Japan, three in Taiwan, and
two in Hong Kong. We operated two R&D facilities totaling over 3,100 square meters of laboratory
space.
Our R&D expenses were RMB290.5 million, RMB274.0 million and RMB269.8 million in
2023, 2024 and 2025, respectively, representing approximately 72.5%, 72.2% and 55.2% of our
total operating expenses in the respective year/period.
Core R&D Member Profile
Dr. Lai
Co-founder and CEO /H1118/H1118/H1118/H1118
As a pioneer in AI-driven drug development, Dr. Lai has laid the
foundation for our technology platforms by integrating drug
formulation, delivery technology and machine learning. Dr. Lai
has led our Company to its fast development by leveraging his
entrepreneurial vision, strategic leadership, and deep expertise
in AI, automation, and pharmaceutical R&D transformation.
Prior to founding METiS TechBio, Dr. Lai served as Active
Chief Operating Officer at XtalPi Inc., where he supported the
development of an integrated AI–automation R&D infrastructure
and led the design and deployment of high-throughput
experimental and wet-lab automation systems. He drove the
integration of algorithms, automation, and experimental data
into a closed-loop “AI prediction – automated validation – data
feedback” model, establishing an industry-leading operational
paradigm for AI-driven drug discovery.
Before joining XtalPi, Dr. Lai was a strategy consultant at
McKinsey & Company, where he advised leading
pharmaceutical companies on their digital and AI transformation
strategies. He led multiple AI-driven initiatives applying
machine learning and data analytics to optimize drug
development workflows, enhance R&D success rates and
operational efficiency, and promote automation and intelligent
decision-making in drug commercialization. The AI solutions he
designed significantly improved clients’ data utilization and
R&D productivity, positioning him as one of the early industry
leaders in AI enablement within the pharmaceutical sector.
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Core R&D Member Profile
At METiS TechBio, Dr. Lai is one of the core architects of
AI-powered nanomedicine and formulation research. He has
combined drug discovery and delivery sciences with artificial
intelligence, quantum simulation, and machine learning,
establishing the technological foundation of the Company.
Under his leadership, our Company has developed NanoForge,
which applies generative AI algorithms to design and screen
nanomaterials, thereby improving organ-targeting efficiency and
shortening development timelines. Dr. Lai also led the
development and commercialization of our AI-based
formulation and delivery technology platforms–AiTEM, AiLNP ,
and AiRNA–and built strategic collaborations with over 30
global pharmaceutical and biotechnology companies, spanning
therapeutic areas including oncology, metabolic diseases, and
neurodegenerative disorders. These efforts have successfully
extended the industrial application of AI from drug design to
drug delivery.
Dr. Lai obtained his Ph.D. at the Massachusetts Institute of
Technology.
Dr. Chen
Co-founder and Chief
R&D Officer /H1118/H1118/H1118/H1118/H1118/H1118/H1118
As the Chief R&D Officer, Dr. Chen is responsible for setting
and executing the company’s research and development strategy,
overseeing scientific innovation, pipeline advancement, and
cross-functional collaboration to drive product discovery and
development.
Dr. Chen has been a pioneer in applying nanomaterials to drug
delivery, particularly through the development of the mucus
penetrating particles platform and mucus-penetrating
nanocrystal technology. These innovations have revolutionized
drug delivery systems, enabling more effective treatments for
ocular and pulmonary diseases by enhancing drug penetration
through mucosal barriers. Her work has led to advancements in
non-invasive therapies and has contributed to the approval of
FDA treatments like INVELTYS and Eysuvis.
Dr. Chen was elected to membership of the United States
National Academy of Engineering in 2018. She is recognized for
her contributions to the research, development and translation of
drug delivery technologies. Dr. Chen has made significant
impact on drug delivery technology innovation, nanotechnology
translation and the development of nanomedicines, highlighted
by her work translating the mucus penetration nanoparticle
technology from academic research through Phase III human
clinical trial and FDA approval. Dr. Chen is also a Fellow of the
American Institute for Medical and Biological Engineering, a
Fellow of the Controlled Release Society and a member of the
Academy of Distinguished Chemical Engineers at the University
of Texas at Austin. Dr. Chen holds a B.S. in Chemical
Engineering from UT Austin and an M.S. and an Sc.D. in
Chemical Engineering from Massachusetts Institute of
Technology.
Dr. Wang
Co-founder, Chief
Operating Officer /H1118/H1118/H1118/H1118
Dr. Wang leads the development of AI-driven drug formulation
and drug delivery platforms at METiS, and is in charge of our
Company’s day-to-day operations in China.
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Core R&D Member Profile
Prior to joining the Company, Dr. Wang worked as a research
associate in the University of Minnesota from July 2010 to
October 2012, where he was primarily responsible for research
of new biomaterials and drug delivery research. From November
2012 to June 2017, Dr. Wang worked as a research scientist in
Computer Science and Artificial Intelligence Lab (CSAIL),
Massachusetts Institute of Technology, where he worked on the
building of world’s first AI-driven 3D printer, utilizing machine
learning and machine vision tools for real-time three
dimensional printing process monitoring and feedback, making
the lengthy printing process significantly more reliable and
accurate; Dr. Wang is also responsible for the design and
development of 3D printable materials. Dr. Wang co-founded
Inkbit Corporation and served as Chief Materials Scientist from
September 2016 to May 2019. He contributed to the transition of
the company’s AI-driven 3D printer from lab prototype to
production-ready equipment and was primarily responsible for
developing high-performance 3D printing materials tailored for
industries such as medical devices and automotive. Dr. Wang
worked as the senior scientist in XtalPi from May 2019 to
February 2020, where he was primarily screening and testing AI
models for drug formation.
Dr. Wang received his bachelor degree in chemistry from Henan
University in July 2001 and obtained his Ph.D. in polymer
chemistry from the Chinese Academy of Sciences in March
2007.
Dr. Wei Xu
Chief Scientific Officer /H1118/H1118
Dr. Xu joined our Company in December 2023 and leads our
drug discovery programs, particularly in the field of mRNA-
based therapeutics.
Dr. Xu brings over 15 years of research experience in human
immunology and immunotherapy across both academic and
biopharmaceutical settings. He possesses deep expertise in drug
discovery and translational medicine, with a focus on immuno-
oncology, immunology and inflammatory diseases, as well as
cellular therapies.
Prior to joining our Company, Dr. Xu built from the ground up
an AI team at Innovent Biologics, where the team aimed to apply
AI to construct three-dimensional maps of cell–cell interactions
within tumor tissues to facilitate new target discovery. He also
organized and led a large-scale research collaboration with the
Cancer Hospital, Chinese Academy of Medical Sciences,
utilizing its tissue bank resources to generate datasets supporting
AI model training and validation.
Dr. Xu has authored over 20 publications and has been
frequently invited to present at scientific conferences. Dr. Xu
received his Bachelor’s degree in medicine at Nanjing
University of Chinese Medicine, a M.S. in Biomedical Sciences,
and Ph.D. in immunology at Leiden University.
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Core R&D Member Profile
Dr. Andong Liu
Vice President and
Head of Technology /H1118/H1118/H1118
Dr. Liu is responsible for the overall development and
advancement of our core technology platforms, including the
AiLNP and AiRNA platforms. Dr. Liu first joined us in March
2021 and has since led the establishment and continuous
innovation of our proprietary platform technologies. Dr. Liu has
extensive experience and made significant contributions in the
fields of nanomaterials science and drug delivery.
As of December 31, 2025, Dr. Liu has been granted a total of 24
patents, including 20 granted patents during his tenure with our
Group. He has published 21 peer-reviewed publications.
Dr. Liu obtained his Bachelor’s degree in Chemical and
Biomolecular Engineering from Nanyang Technological
University, Singapore, and his Ph.D. in Chemical Engineering
from MIT. He subsequently completed postdoctoral research at
Harvard Medical School from 2017 to 2021.
Throughout his research career, Dr. Liu has worked in several of
the world’s top laboratories in nanomaterials and drug delivery,
including:
 the laboratory of Professor Karen Gleason, former
Associate Provost of MIT and Member of the U.S.
National Academy of Engineering, a pioneer in
nanomaterials for biomedical devices, sensors,
optoelectronic devices and MEMS;
 the laboratory of Professor Robert Langer of MIT, a Mem
ber of the U.S. National Academy of Sciences, National
Academy of Engineering, National Academy of Medicine
and National Academy of Inventors, and a founding figure
in nanomedicine and drug delivery; and
 the laboratory of Professor Daniel Kohane at Harvard
Medical School, a Member of the U.S. National Academy
of Inventors and former Associate Editor of Nano Letters,
recognized internationally as an expert in nanomedicine
and drug delivery.
As of the date of this Prospectus, all of our core R&D personnel have been retained with the
Company. For more details regarding our core R&D members, see “Directors and Senior
Management.”
We are further guided by a distinguished scientific advisory board composed of world-
renowned experts, including Dr. Kerry Blanchard, Dr. Jacques Banchereau, Dr. Eric Rowinsky, and
Dr. Virginia Pascual, whose insights help shape our scientific direction and therapeutic strategy.
We retain our key management and technical staff through competitive compensation
packages comprising base salaries, performance-based bonuses, and stock-based incentives. We
have also implemented a series of talent development and succession planning mechanisms to
ensure the continuity of our research and management functions. These include (i) maintaining a
tiered project management structure, (ii) cross-functional training and knowledge-sharing systems
to ensure that key technical know-how is institutionalized within our Company, and (iii) employee
equity incentive programs designed to foster long-term commitment.
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Our employees have remained stable, with voluntary resignation rates of 5.3%, 2.6% and 4.3%
in 2023, 2024 and 2025, respectively. Our key R&D staff collectively form an integral part of our
technological capabilities, and over the years we have built a collaborative and knowledge-driven
culture that encourages collective ownership of projects rather than reliance on any single
individual.
In addition, pursuant to our employment arrangements, all intellectual property developed by
our employees during their tenure belongs to us, ensuring that our proprietary know-how and
research outputs remain within the Company. That said, as is typical for technology-driven
companies, our success depends in part on the continued service of key management and technical
personnel. Should one or more key individuals leave unexpectedly, it may temporarily affect our
R&D progress, project timelines, or collaboration efficiency. For details, see “Risk Factors – Risks
Related to Our Research and Development–If our current partners or employees, in particular, our
key R&D employees, terminate their relationships with us or develop relationships with a
competitor, our ability to conduct research and development could be adversely affected.” To
mitigate such risks, we have in place structured project documentation, and team-based
accountability systems to ensure business and research continuity.
To strengthen our team’s technical capabilities, we have implemented a comprehensive
training system that includes regular technical workshops and industry knowledge sharing to
enhance project execution and service quality. We also offer an IP incentive scheme that provides
cash rewards to employees who contribute to IP generation, such as patent filings, patent granting,
or IP strategy.
To safeguard our proprietary technologies, we have entered into confidentiality, invention
assignment, and non-competition agreements with our R&D staff, or incorporated these obligations
in their employment contracts. We have also put in place confidentiality provisions with our
customers and collaborators. During the Track Record Period and up to the Latest Practicable Date,
we were not involved in any legal proceedings that would have a material adverse impact on our
key R&D programs or business operations.
Our R&D Process
The following chart outlines our roadmap and approach to strengthening and safeguarding our
R&D capabilities:
Exploratory
Therapeutic Area
Early proof of
concept for
target selection
Protein
mRNA
LNP
In vitro
PoC
In vivo
PoC
Enter-into-portfolio PCC nomination
Protein
mRNA
LNP
Antibody discovery
AI optimization
Protein engineering
Lead construct
AiRNA
AiLNP
Process development & GMP manufacturing
Pilot Tox
GLPTox
IIT
IND
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Exploratory Therapeutic Area: Before initiating any project, we typically conduct an early
validation study over a six-month period to thoroughly assess the following criteria: (1) unmet
medical need; (2) target validation and scientific rationale; and (3) technical feasibility. Entry into
the portfolio (EiP) is determined through a formal evaluation by our portfolio committee.
Protein/mRNA/LNP Discovery Workflow: Our product discovery process involves three
sequential stages:
 Protein Design: We begin by defining the proprietary molecule based on its protein
sequence. For example, in the case of an antibody (Ab), we initiate antibody discovery
and apply protein engineering to finalize the optimal protein format.
 mRNA Optimization: Once the protein sequence is established, we use our AiRNA
platform to optimize the corresponding mRNA sequence for expression and function.
 LNP Formulation: In parallel, we initiate lipid screening and LNP formulation through
our AiLNP platform to identify the most suitable LNP for effective delivery of the
mRNA payload.
In Vitro Proof-of-Concept (PoC): We perform most biological assays in vitro to validate the
functionality of lead candidates and confirm the desired biological activity as part of our
proof-of-concept efforts.
In Vivo PoC: Prior to nominating a PCC, we typically conduct studies in 2-3 different disease
models (primarily in mice) to confirm therapeutic efficacy and assess dose-response relationships.
CMC: Upon PCC nomination, we initiate CMC activities, which include formal process
development for scale-up manufacturing and GMP production to support GLP toxicology studies
and future clinical trials.
GLP Toxicology Study: GLP toxicology studies are standardized preclinical safety studies
conducted in accordance with regulatory guidelines, typically in non-human primates (NHP), to
fulfill requirements set by regulatory bodies such as the China CDE or the U.S. FDA.
Investigator-Initiated Trial (IIT): In China, under the oversight of the National Health
Commission and the China Medical Products Administration, our mRNA-LNP product candidates
can enter clinical evaluation via IITs. These studies enable early assessment of safety and efficacy
in patients before formal IND submission for Phase I trials, helping to de-risk programs at an earlier
stage.
Computational Infrastructure and Cloud Resources
We maintain a hybrid computational infrastructure that integrates both self-built on-premises
systems and cloud-based computing resources procured from reputable third-party service
providers. Our internal computing cluster supports key research functions, including AI model
training, algorithm testing, and data processing for our AI-driven nanomaterial discovery platforms,
ensuring security and efficiency for proprietary datasets.
To complement our internal capacity, we also utilize cloud computing resources for
high-performance and large-scale computational tasks, such as complex simulations and large
model training. This hybrid architecture allows us to achieve an optimal balance between data
security, computational efficiency, and scalability, enabling uninterrupted R&D operations while
maintaining control over sensitive data and intellectual property.
Collaboration with CROs
We conduct the majority of our research and development activities internally, focusing
primarily on the development of mRNA therapeutics and LNP delivery systems.
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During the course of our R&D, certain specialized activities–such as lipid synthesis,
non-human primate (NHP) experiments, specialty animal disease models,
immunohistochemistry/immunofluorescence, sequencing, VHH antibody discovery, alpaca
immunization and titer screening, as well as non-GLP pilot and GLP toxicology studies–are
outsourced to reputable CROs. All other R&D work is conducted in-house.
We collaborate with reputable CROs to manage, conduct, and support our preclinical research
and clinical trials. Under our direct oversight, these CROs provide services including site
management, patient recruitment, pharmacovigilance, and preclinical and clinical laboratory
testing, as well as other specialized services aligned with our research needs.
In terms of chemistry, manufacturing and controls (CMC), we adopt a combined model of
internal R&D and external development. As we do not possess GMP-compliant production
facilities, clinical drug manufacturing is outsourced to contract development and manufacturing
organizations (CDMOs). Given that consistency between R&D and production equipment directly
impacts product quality, CDMOs are also required to undertake certain process development work
tailored to their facilities.
At the same time, relying entirely on outsourcing could delay issue resolution when technical
challenges arise; therefore, our internal R&D capabilities serve as an important complement to
accelerate development and strengthen understanding and control of product processes and critical
quality attributes. In practice, process and analytical methods initially developed internally are
transferred to CDMOs at the commencement of outsourcing.
When multiple projects are conducted in parallel with overlapping delivery timelines, we may
also strategically outsource certain animal sample preparation tasks when internal capacity is
constrained. For early-stage projects, some stability tests and complex analytical assays are retained
in-house to accelerate progress. Specifically, GMP production is entirely outsourced, process
development is primarily conducted internally, while process scale-up and optimization are jointly
undertaken by internal and external teams.
With respect to clinical development, our medical affairs and project management functions
are performed internally, while other operational functions, such as medical writing, clinical
monitoring, data management, pharmacovigilance, and biostatistics, are outsourced to CROs under
our supervision.
Accordingly, our R&D model is predominantly based on in-house development,
complemented by outsourced collaborations for highly specialized experimental components and
for the customary execution of preclinical research, clinical trials, and manufacturing.
In 2023, 2024 and 2025, our external R&D outsourcing expenses were RMB82.2 million,
RMB99.2 million and RMB84.3 million, respectively.
When selecting CRO partners, we consider a range of factors such as their professional
qualifications, relevant research experience, service quality and efficiency, industry reputation, and
pricing competitiveness. Depending on the specific services required, we enter into project-based
service agreements with our CROs that outline the detailed scope of work, sample size, procedures,
deliverables, timelines, and payment terms. Many CROs we collaborate with are among the leading
and well-recognized players in the industry. We maintain close supervision of our CRO partners to
ensure their performance fully complies with our protocols and all applicable regulations. We hold
regular meetings with our CROs to monitor project progress and execution details, and we conduct
periodic audits to ensure their compliance with applicable standards. Specifically, we audit CROs
to verify that their work adheres to Good Laboratory Practice (GLP), Good Manufacturing Practice
(GMP), and Good Clinical Practice (GCP) standards. This rigorous oversight helps protect the
integrity and authenticity of the data generated from our trials and studies.
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We currently expect to continue in the engagement of our key existing CROs and do not
expect delays from them within or outside China. To the best knowledge of our Directors, all of our
CROs are independent of the Company.
Key terms of our agreements that we typically enter into with our CROs are set forth below.
 Services . The CRO provides us with ancillary services in the course of our preclinical
studies and clinical trials, such as implementing animal studies, providing clinical
support, record keeping and report preparation.
 Term. The CRO is required to perform its services within the prescribed time limit set
out in each work order, usually on a project basis.
 Confidentiality . The CRO is required to maintain the confidentiality of the content of the
services, the results of the services, as well as all types of information used or generated
during the service process, within the stipulated time period.
 Payments. We are required to make payments to the CROs in accordance with a payment
schedule agreed by the parties.
 Intellectual Property Rights. We generally own the intellectual property rights arising
from the projects conducted by the CROs within the stipulated work scope.
INTELLECTUAL PROPERTY
Intellectual property is critical to the success of our business, and our commercial prospects
depend in part on our ability to obtain, maintain and enforce patents and other proprietary rights
covering our key technologies, inventions and know-how, while safeguarding our trade secrets and
avoiding infringement of valid third-party intellectual property rights. Our ability to prevent others
from making, using or commercializing technologies or products we develop may depend on the
scope, strength and enforceability of our patent portfolio and trade secret protections. The patent
landscape in our industry is complex and uncertain, and there can be no assurance that our patent
applications will result in issued patents, or that any patents obtained will provide meaningful or
lasting protection. Patent claims may be narrowed during prosecution, challenged or invalidated
after issuance, or circumvented by third parties, and we may not be able to effectively protect all
aspects of our technologies, platforms or pipeline products. Accordingly, a core component of our
commercial strategy is to build, maintain and enforce a strong intellectual property portfolio,
including filing patent applications covering our key clinical programs and AI-, nanomaterial-,
computational- and automation-related technologies that underpin our integrated platform and drug
discovery and delivery programs.
As of the Latest Practicable Date, we had filed 224 patent applications, including 12 in the
United States, nine in Europe, 97 in China, seven in Australia, seven in the Republic of Korea, seven
in Canada, eight in Japan, one in United Arab Emirates, four in Argentina, one in Brazil, three in
Eurasia, one in Egypt, one in Indonesia, one in Malaysia, one in Saudi Arabia, one in Singapore,
one in Thailand, one in South Africa, 18 in Taiwan, three in Hong Kong, and 40 under the Patent
Cooperation Treaty (“PCT”). Based on these PCT applications, we plan to file additional
applications in the United States, Europe, China, and other jurisdictions. As of the Latest
Practicable Date, we had been granted 52 patents, including two in the United States, one in Europe,
38 in China, three in Australia, one in the Republic of Korea, two in Japan, three in Taiwan, and
two in Hong Kong. We operated two R&D facilities totaling over 3,100 square meters of laboratory
space.
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The following table sets forth an overview of our material granted patents and filed patent
applications in connection with our selected core technologies as of the same date.
No
Specialist
Technology
Product* Patent name Jurisdiction Status Filing date Grant date
Owner or
Applicant
1 /H1118/H1118AI technology
related to
AiLNP
solution
platform
(AiLNP
similation)
Head-tail
recognition
method for
ionizable lipid
molecules,
molecular
simulation
method, system,
and computer
program product
for lipid bilayers
China Granted 2024.06.18 2024.09.06 The
Company,
Beijing
Jitai
2 /H1118/H1118AI technology
related to
AiLNP
solution
platform
(AiLNP
similation)
Method, device,
and computer
program product
for predicting
molecular
properties of
ionizable lipids
China Granted 2024.06.18 2024.08.27 The
Company,
Beijing
Jitai
3 /H1118/H1118AI technology
related to
AiLNP
solution
platform
(AiLNP
similation)
Coarse-grained
simulation
method, device,
and computer
program product
for lipid
molecules
China Granted 2024.06.18 2024.09.17 The
Company,
Beijing
Jitai
4 /H1118/H1118AI technology
related to
AiLNP
solution
platform
(AiLNP
similation)
Training method,
prediction
method, and
device for
molecular
property
prediction
models of lipid
molecules
China Granted 2024.06.29 2024.09.24 The
Company,
Beijing
Jitai
5. /H1118AI technology
related to
AiTEM
solution
platform (AI-
based
simulation of
solid
dispersions)
Excipients
screening method
and device for
solid dispersions
China Granted 2024.08.05 2025.01.24 The
Company,
Beijing
Jitai
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No
Specialist
Technology
Product* Patent name Jurisdiction Status Filing date Grant date
Owner or
Applicant
6 /H1118/H1118Technology
associated
with AiLNP
solution
platform
(LNP for
local
injection)
Lipid-based topical
injection
formulation
Australia Granted 2023.05.16 2025.01.30 The
Company,
Beijing
Jitai
China,
Taiwan,
Hong Kong,
EPO,
United
States,
Canada,
Korea
Pending China:
2023.01.20;
Taiwan:
2023.06.19;
Hong Kong:
2023.01.20;
EPO:
2023.05.15;
United States:
2023.05.18;
Canada:
2023.05.18;
Korea: 2023.7.4
NA
7 /H1118/H1118Component
emerged
from AiLNP
solution
platform
(Lipid 5)
Rapidly-
metabolized lipid
compound
China, United
States,
Taiwan,
EPO, and
other
jurisdictions
within PCT
Pending
except
granted in
Taiwan
China:
2024.04.11;
United States:
2024.06.06 and
2024.10.10;
Taiwan:
2024.06.13;
EPO and other
jurisdictions within
PCT: 2024.04.11
Taiwan:
2025.11.21; rest
jurisdictions
pending
The
Company,
Beijing
Jitai
8 /H1118/H1118Component
emerged
from AiLNP
solution
platform
(Chols LNP)
Lipid nanoparticle
compositions and
uses thereof
China; United
States;
EPO;
Canada;
Australia;
Japan;
Korea;
Eurasia;
Pending 2024.04.12 NA The
Company,
Beijing
Jitai
9 /H1118/H1118Technologies
related to
AiRNA
solution
platform
(UTR LIB)
UTR that facilitates
RNA translation
PCT, Taiwan Pending 2025.03.25 NA The
Company,
Beijing
Jitai
* Represents areas that we have applied our material IP to and/or that we expect to apply our material IP to.
In addition to patent protection, as of the Latest Practicable Date, we had 13 copyright
registrations for our proprietary software code. We also rely upon unpatented trade secrets and
confidential know-how and continuing technological innovation to develop and maintain our
competitive position. However, protecting trade secrets and confidential know-how is challenging.
We seek to protect our proprietary information, in part, using confidentiality agreements with
customers, scientific advisors, service providers, employees, and consultants, and invention
assignment agreements with our employees and selected consultants, scientific advisors, and
collaborators. These agreements may not provide meaningful protection. There is a risk of breaches,
unauthorized use, or independent development of our trade secrets or confidential information by
third parties. We may not always have sufficient remedies for such breaches or unauthorized access
to our proprietary information.
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We also own trademarks registered in multiple jurisdictions, including “ ”, “METiS” and
“ኒइ.” As of the Latest Practicable Date, we had five trademarks registered in the United States,
18 in China, eight in Japan, seven in the Republic of Korea, eight in Europe, six in Great Britain,
and nine in Hong Kong. We pursue additional trademark registrations to the extent we believe doing
so will be beneficial to our competitive position. See “Appendix V — Statutory and General
Information — Further Information about Our Business — Intellectual Property Rights” to this
Prospectus for further details regarding our IP .
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material proceedings in respect of IP right infringement claims against us or
initiated by us. However, there are risks if we fail to protect our IP rights in the future. For details,
see “Risk Factors — Risks Related to Our Intellectual Property.”
BUSINESS DEVELOPMENT
We are supported by a dedicated business development team comprising two professionals
based in China and three in the United States. Each member brings relevant qualifications and
experience across the pharmaceutical and materials science industries, enabling effective
engagement with global partners and strategic execution of our dual-pathway collaboration model.
The business development team leads the full engagement cycle — from identifying potential
partners and opportunities to negotiating and executing agreements. Their responsibilities include
sourcing and screening new programs, cultivating relationships with existing and prospective
partners, understanding each partner’s objectives and challenges, and coordinating closely with our
R&D team to develop and tailor solutions. Working collaboratively with our scientists,
technologists, and subject matter experts, the team ensures that partner needs are addressed with
customized and scientifically sound offerings.
Pricing
We adopt flexible pricing strategies based on the nature of each engagement. Factors
considered include fulfillment costs, the value and uniqueness of our solutions, customer urgency
and delivery expectations, market demand, competitive dynamics, and willingness to pay.
Depending on the scenario, we apply either cost-driven or target-return pricing models to ensure
commercial viability while delivering value to our partners.
MANUFACTURING
As of the Latest Practicable Date, our GMP manufacturing is outsourced with tech transfer of
METiS CMC platform process to CDMOs. We have established an integrated, end-to-end process
development capability for LNP CMC, enabling rapid, consistent, and scalable production of
high-quality LNP formulations. Our in-house CMC platform supports a closed-loop workflow from
design to scale up, including the following key steps: lipid and mRNA solution preparation,
encapsulation using microfluidic mixing, TFF-based purification, and final sterile filtration and
formulation. In addition, our integrated infrastructure and proprietary automation systems further
enhance our out-sourced manufacturing readiness and flexibility, positioning us to rapidly transition
LNP-based assets from discovery to clinical and commercial production.
OUR CUSTOMERS AND SUPPLIERS
Our Customers
Our customers primarily comprise top global pharmaceutical companies, innovative
biotechnology companies, and medical research institutions. In each of 2023, 2024 and 2025,
revenue generated from our five largest customers was RMB9.1 million, RMB1.2 million and
RMB103.8 million, respectively, accounting for 98.0%, 83.7% and 98.9% of our total revenue for
the same periods, respectively. In each of 2023, 2024 and 2025, revenue generated from our largest
customer was RMB4.7 million, RMB0.5 million and RMB100.0 million, respectively, accounting
for 50.5%, 35.5% and 95.2% of our total revenue for the same periods, respectively.
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The following table sets forth details of our five largest customers for each period during the
Track Record Period. “Other services” primarily represent ancillary technical services related to
research and development activities, such as providing customers access to our in vivo testing and
animal experiment capabilities.
Y ear Ended December 31, 2025
Customer N is a pharmaceutical technology company established in 2025 with a registered
capital of RMB22.8 million. We commenced our relationship with Customer N in 2025 and sold
licensing products to it on credit terms of 30 to 100 days, generating sales of RMB100 million,
representing 95.2% of our revenue.
Customer A, founded in Indiana in 1876 and listed on the New Y ork Stock Exchange, is a
global pharmaceutical company engaged in the discovery, development, manufacturing and
marketing of innovative medicines. Our relationship with Customer A began in 2023, and we
provided R&D services with a credit term of 14 days, generating sales of RMB2.3 million,
representing 2.2% of our revenue.
Customer D is a preclinical-stage biotech company dedicated to developing cutting-edge RNA
technologies. We commenced our relationship with Customer D in 2025 with a credit term of 15
days, generating sales of RMB672.5 thousand, representing 0.6% of our revenue.
Customer C was established in 2023 with a registered capital of RMB3.0 million and is
engaged in pharmaceutical manufacturing as well as business consulting, technology development
and technical support services. We commenced our relationship in 2023, provided other services
with a credit term of 10 days, and recorded sales of RMB456.4 thousand, representing 0.4% of our
revenue.
Customer B is a company focused on addressing gene delivery challenges across human
tissues and organs. Our relationship with Customer B began in 2023, we provided other services
with a credit term of 10 days, and generated sales of RMB434.2 thousand, representing 0.4% of our
revenue.
Y ear Ended December 31, 2024
Customer B, with whom we commenced our relationship in 2023, purchased other products
or services on credit terms of 10 days, generating sales of RMB525.9 thousand, representing 35.5%
of our revenue.
Customer F is a global patient-focused biotechnology company dedicated to developing
therapies for rare diseases. We began our relationship with Customer F in 2024 and provided R&D
services on credit terms of 30 days, generating sales of RMB371.0 thousand, representing 25.0%
of our revenue.
Customer E, founded in 2022 with a registered capital of RMB5.25 million, specializes in the
promotion and application of scientific and technological services and engaged in technology
development, consulting, and research across multiple scientific disciplines including medicine,
agriculture, and engineering, commenced its relationship with us in 2023. We provided other
services on credit terms of 10 days, recording sales of RMB152.6 thousand, representing 10.3% of
our revenue.
Customer G is a Beijing-based national high-tech enterprise focused on veterinary drug R&D,
production and sales. Our relationship with Customer G began in 2023, and we provided other
services on credit terms of 10 days, generating sales of RMB131.7 thousand, representing 8.9% of
our revenue.
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Customer H is a biotechnology company focused on next-generation single-stranded
oligonucleotide drug development. We commenced our relationship with Customer H in 2023 and
provided other services on credit terms of 10 days, with sales of RMB59.6 thousand, representing
4.0% of our revenue.
Y ear Ended December 31, 2023
Customer I is an innovative biopharmaceutical company established in 2004 and listed on the
Shanghai Stock Exchange STAR Market, focused on infectious disease prevention through the
development, manufacturing and sale of human vaccines. We commenced our relationship with
Customer I in 2022 and provided R&D services under milestone-based credit terms, generating
sales of RMB4,717.0 thousand, representing 50.5% of our revenue.
Customer J is a science and technology company listed on the Frankfurt Stock Exchange with
operations spanning healthcare, life sciences and electronics. Our relationship with Customer J
began in 2022, under which we provided R&D services on milestone-based credit terms, recording
sales of RMB2,368.4 thousand, representing 25.4% of our revenue.
Customer A commenced its relationship with us in 2023 and we provided R&D services under
milestone-based credit terms, generating sales of RMB1,294.2 thousand, representing 13.9% of our
revenue.
Customer L is the China subsidiary of a global biotechnology and in vitro diagnostics
company founded in 1896. Our relationship with Customer L began in 2022, and we provided R&D
services on milestone-based credit terms, recording sales of RMB656.8 thousand, representing
7.0% of our revenue.
Customer E commenced its relationship with us in 2023. We provided other services on credit
terms of 10 days, generating sales of RMB111.8 thousand, representing 1.2% of our revenue.
To the best of our knowledge, all our five largest customers in each period during the Track
Record Period are independent third parties. To the best knowledge of our Directors, none of our
Directors, their respective associates or any shareholders who owned more than 5% of our issued
share capital as of the Latest Practicable Date, had any interest in any of our five largest customers
in each period during the Track Record Period.
Below is a summary of the key terms of a typical agreement with our collaboration agreement
customers during the Track Record Period:
 Services. The collaboration involves joint research and development using our
proprietary AI and nanomaterial platforms for mRNA and/or LNP design and
formulation. The project generally aims to co-develop optimized mRNA and LNP
formulations for designated targets, with clear arrangements on data sharing, ownership
of intellectual property, and subsequent licensing or commercialization rights.
 Term. Typically two years, or until both parties fulfill their obligations under the
agreement.
 Price. The price of the services are fixed as set forth in the agreement.
 Payment. The customer is typically required to make payments upon delivery/research
milestone.
 Credit Term. We generally grant our customers credit terms within 30 days.
 Confidentiality. The parties agree to keep confidential any information in relation to the
performance of the agreement, including but not limited to any documents, know-how
and other information related to us, the agreement or the purchase order.
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 Intellectual ownership. Both parties will jointly own the patent rights to the mRNA
sequence design where the payload is developed by the collaboration partner. If the
payload is a naturally occurring protein, we will solely own the related mRNA sequence
design. We will be responsible for the design and development of the LNP delivery
system and will exclusively own all patent application rights and resulting patents
arising from the collaboration that relate to the LNP delivery system, including delivery
materials and delivery compositions.
 Termination. The agreement may be terminated with immediate effect upon written
notice by either party upon mutual agreement, or by the non-breaching party if the other
party commits a material breach and fails to remedy such breach within 15 business days
after receipt of written notice. The agreement may also be terminated upon the
bankruptcy, insolvency, liquidation, dissolution, or cessation of business of either party.
Our Suppliers
During the Track Record Period, our purchases primarily consisted of raw materials and
services. Our suppliers mainly include raw material suppliers for laboratory reagents and
consumables, CRO vendors, clinical trial service providers, software and database service
providers, cloud computing service providers, and laboratory operation service suppliers. In each
of 2023, 2024 and 2025, the amount of purchases from our five largest suppliers was RMB77.2
million, RMB68.2 million and RMB58.9 million, respectively, accounting for 34.5%, 36.1% and
28.2% of our total purchases for the same periods, respectively. In each of 2023, 2024 and 2025,
the amount of purchases from our largest supplier was RMB32.6 million, RMB16.0 million and
RMB17.6 million, respectively, accounting for 14.6%, 8.5% and 8.5% of our total purchases for the
same periods, respectively.
Below is a summary of the key terms of a typical agreement with our R&D consumables and
equipment provider:
 Products/Services. The supplier provides us with products, such as R&D consumables
and equipment, and/or services as specified in the purchase agreement or purchase order.
 Term. Typically one year, or until both parties fulfill their obligations under the
agreement.
 Price. Unless both parties agree on a lower price for a particular purchase, the price of
the products (including services) shall be fixed as set forth in the agreement.
 Payment. We are required to make payments to the supplier according to the payment
schedule agreed by the parties.
 Credit Term. Our suppliers generally settle with us by wire transfer and grant to us credit
terms within 30 to 60 days. Certain suppliers also require for prepayment.
 Confidentiality. The supplier agrees to keep confidential any information in relation to
the performance of the agreement, including but not limited to any documents,
know-how and other information related to us, the agreement or the purchase order.
 Discontinuance of Supply . In the event of cessation of production or supply of any
products, the supplier shall notify us immediately; we shall have the right to place a final
order for such products in such quantities as may be reasonably required, and the
supplier shall accept such order at the price agreed upon by the parties, which shall not
be higher than the applicable price set forth in the agreement.
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The follow table sets forth details of our five largest suppliers for each period during the Track
Record Period:
Y ear Ended December 31, 2025
Supplier B is a limited liability company registered in the United States, primarily engaged in
real estate leasing and related services. We commenced our relationship with Supplier B in 2022 and
purchased administrative operation services on a non-applicable credit term basis, with purchase
amounts of RMB17.6 million, representing 8.5% of our total purchases.
Supplier C is a leading global provider of life sciences R&D services, established in 2004 and
based in Beijing. Our relationship with Supplier C began in 2022, under which we procured R&D
services on milestone-based credit terms, with purchases totaling RMB12.4 million, representing
5.9% of our total purchases.
Supplier A is a full-service contract research organization headquartered in Australia, with
operations across New Zealand, Asia, North America and Europe. We commenced our relationship
with Supplier A in 2024 and purchased R&D services on credit terms of 30 days, with purchase
amounts of RMB10.6 million, representing 5.1% of our total purchases.
Supplier E is a large and experienced clinical trial center in Australia. Our relationship with
Supplier E began in 2024 and purchased clinical R&D services on credit terms of 30 days, with
purchase amounting to RMB9.8 million, representing 4.7% of our total purchases.
Supplier D, established in 1996 and based in Hangzhou with registered and paid-in capital of
RMB123.4 million, operates primarily in general equipment manufacturing and related businesses.
We began our relationship with Supplier D in 2022 and procured administrative operation services
on a non-applicable credit term basis, with purchases amounting to RMB8.4 million, representing
4.0% of our total purchases.
Y ear Ended December 31, 2024
Supplier B, with whom we commenced our relationship in 2022, provided administrative
operation services on a non-applicable credit term basis, with purchases of RMB16,018.7 thousand,
representing 8.5% of our total purchases.
Supplier C, our R&D service provider since 2022, supplied services under milestone-based
credit terms, with purchases totaling RMB15,721.8 thousand, representing 8.3% of our total
purchases.
Supplier F is a contract development and manufacturing organization specializing in advanced
therapy medicinal products, including plasmids, mRNA, LNPs, viral vectors and cell therapies. We
began our relationship with Supplier F in 2023 and procured R&D services on milestone-based
credit terms, with purchases of RMB14,698.5 thousand, representing 7.8% of our total purchases.
Supplier G is a professional contract research organization established in 2004, providing
end-to-end clinical research and regulatory submission services. Our relationship with Supplier G
commenced in 2022, and we procured R&D services on milestone-based credit terms, with
purchases amounting to RMB13,782.5 thousand, representing 7.3% of our total purchases.
Supplier A, with whom we began our relationship in 2024, provided R&D services on credit
terms of 30 days, generating purchase amounts of RMB7,945.0 thousand, representing 4.2% of our
total purchases.
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Y ear Ended December 31, 2023
Supplier B, with whom we commenced our relationship in 2022, provided administrative
operation services on a non-applicable credit term basis, with purchases of RMB32,573.1 thousand,
representing 14.6% of our total purchases.
Supplier C has supplied R&D services to us since 2022 under milestone-based credit terms,
with purchase amounts of RMB26,105.4 thousand, representing 11.7% of our total purchases.
Supplier D, our administrative operations service provider since 2022, supplied services on a
non-applicable credit term basis, with purchases totaling RMB6,722.0 thousand, representing 3.0%
of our total purchases.
Supplier H is a provider of integrated end-to-end new drug R&D and manufacturing services
listed on both the Shanghai Stock Exchange and the Hong Kong Stock Exchange. We commenced
our relationship with Supplier H in 2021 and procured R&D services under milestone-based credit
terms, with purchases of RMB6,515.4 thousand, representing 2.9% of our total purchases.
Supplier I is a Nasdaq-listed pharmaceutical company focused on the discovery, development
and commercialization of first-in-class medicines. Our relationship with Supplier I began in 2023,
and we purchased R&D services on milestone-based credit terms, with purchase amounts of
RMB5,312.0 thousand, representing 2.4% of our total purchases.
To the best of our knowledge, all our five largest suppliers in each period during the Track
Record Period are independent third parties. To the best knowledge of our Directors, none of our
Directors, their respective associates or any shareholders who owned more than 5% of our issued
share capital as of the Latest Practicable Date, had any interest in any of our five largest suppliers
in each period during the Track Record Period.
IMPACT OF THE TARIFFS
In 2025, the United States government announced a number of executive actions under the
International Emergency Economic Powers Act (IEEPA) that significantly increased tariffs on
Chinese-origin goods, including tariff rates that at one point reached up to 145% on certain imports.
The United States Supreme Court’s decision on February 20, 2026, however, determined that the
President lacks authority under IEEPA to impose tariffs, thereby rendering the tariffs imposed
pursuant to IEEPA invalid. On February 24, 2026, a 10% global baseline tariff under Section 122
of the Trade Act of 1974 became effective for a 150-day period, notwithstanding the U.S.
President’s prior announcement of the intent to impose a tariff of up to 15% for the same duration
under the same statutory authority. It remains unclear what additional actions, if any, will be taken
by the U.S. or other governments.
Our suppliers include primarily various equipment, R&D raw materials and consumables
suppliers, such as tangential flow filtration (TFF) equipment suppliers and raw materials for wet
lab. In 2023, we made a one-time purchase of U.S.-designed chips totaling RMB1.1 million. We
currently have no plans to procure additional U.S.-designed chips in the foreseeable future, as our
computing requirements can be fully met using domestically designed and manufactured chips and
semiconductors.
Considering that (i) the President lacks authority under IEEPA to impose tariffs as determined
by the United States Supreme Court’s decision on February 20, 2026, (ii) we did not generate any
meaningful revenue from any customers in the U.S., (iii) we had limited imports from the suppliers
in the U.S., throughout the Track Record Period, and (iv) our computing requirements can be fully
met using domestically designed and manufactured chips and semiconductors, our Directors believe
that the tariff escalation or export restrictions on certain categories of chips did not have a material
adverse impact on our operations, financial performance and supply chain during this period.
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Our Directors are also of the view that, to the best of our knowledge and based on currently
available information, the tariff escalation by the United States will not have a material adverse
impact on our business or results of operations in the foreseeable future. This conclusion is reached
based on the following reasons:
(i) our business model primarily involves the provision of R&D and technology-related
services rather than the cross-border sale of physical goods;
(ii) intangible services and payments arising from collaboration or licensing arrangements
are not subject to import tariffs under existing trade regulations; and
(iii) we maintain access to alternative domestic suppliers and partners, which further
mitigates potential exposure to tariff-related disruptions.
Based on the due diligence conducted by the Joint Sponsors, nothing has come to the Joint
Sponsors’ attention that would reasonably cause them to disagree with the Directors’ view in any
material respect that the tariff escalation by the United States will not have a material adverse
impact on the Company’s business or results of operations in the foreseeable future.
IMPACT OF COVID-19
During the Track Record Period and up to the Latest Practicable Date, we had not experienced
material disruptions in our operations as a result of COVID-19. During the COVID-19 pandemic,
we maintained operational continuity through remote work arrangements across our offices.
Through effective coordination with our lab researchers and CROs across various locations, we
sustained the smooth progress of our research activities and achieved key regulatory milestones. As
COVID-19’s global impact continued to lessen as of the Latest Practicable Date, our Directors do
not expect COVID-19 to have a material adverse impact on our business going forward. See also
“Risk Factors — Risks Related to Our Operations — Our business, results of operations and
financial condition may be adversely affected by natural disasters, health epidemics and pandemics,
civil and social disruption and other outbreaks.”
EMPLOYEES
As of the Latest Practicable Date, we had 146 employees. The following table sets forth a
breakdown of our employees by function as of the same date:
Function
Number of
Employees % of Total
Research & Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105 71.9%
General Administration and Operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 23.2%
Business Development and Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 4.8%
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/H1118146 100.0%
Our success depends on our ability to attract, retain and motivate talented employees, which
we support through competitive compensation, benefits, share-based incentives and a supportive
work environment that promotes development and work-life balance. We recruit through multiple
channels, provide onboarding and training programs, and comply with PRC social security and
housing fund requirements. We also protect our confidential information through confidentiality
agreements with key employees. We believe we maintain positive employee relations and did not
experience any material labor disputes during the Track Record Period or up to the Latest
Practicable Date.
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COMPETITION
Our industry is marked by intense competition and rapid advancements in technology and
science. In the emerging field of nanotechnology based drug delivery, we compete with a limited
number of specialized companies focused on similar technologies. In the broader field of
conventional drug development, we face competition from both approved treatments and
investigational therapies currently in development.
We believe our competitive advantages — including our proprietary generative AI-driven
nanomaterial platforms, robust research and development capabilities, differentiated drug candidate
profiles, dual-pathway commercialization strategy, and experienced leadership team — position us
strongly in this dynamic landscape. Nonetheless, we continue to face competition from a diverse
range of players, including established nanomaterial drug delivery companies, large pharmaceutical
companies, specialized biotech companies, and academic research centers. Any drug candidates we
successfully bring to market will face competition from existing products as well as future
therapies. For a detailed discussion of the competitive landscape for each of our pipeline programs,
please refer to the section titled “Industry Overview” in this Prospectus.
INSURANCE
We maintain insurance policies that are required under PRC laws and regulations, and based
on our assessment of our operational needs and industry practice. As required by regulations in
China, we participate in various employee social security plans that are organized by municipal and
provincial governments, including pension insurance, unemployment insurance, maternity
insurance, work-related injury insurance, medical insurance and housing funds. We also maintain
property insurance covering physical damages to, or loss of, our facilities, equipment, office
furniture and inventory, and clinical trial insurance covering us against liabilities in the event of
injury to any trial subjects caused by serious adverse events in our clinical trials. We are not
required under PRC laws and regulations to, and we generally do not, purchase any employer’s
liability insurance or key person insurance.
During the Track Record Period and up to the Latest Practicable Date, we did not submit any
material insurance claims, nor did we experience any material difficulties in renewing our insurance
policies. Our Directors believe that our insurance coverage is adequate and in line with industry
norm. However, the risks related to our business and operations may not be fully covered by
insurance.
PROPERTIES
As of the Latest Practicable Date, we did not own any properties. As of the Latest Practicable
Date, we had five main leased properties in Hangzhou and Beijing, with a total aggregate gross floor
area of approximately 14,000 sq.m, mainly for R&D and lab operations, animal facility,
administrative offices and business development.
We believe that our leased facilities meet our present needs and we regularly assess our space
requirements. As of the Latest Practicable Date, we were not aware of any environmental issues or
other constraints that would materially impact the intended use of our facilities.
Pursuant to the applicable PRC laws and regulations, property lease contracts must be
registered with the local branch of the Ministry of Housing and Urban-Rural Development of the
PRC. As of the Latest Practicable Date, the leases of five of our leased properties had not been
registered with relevant authorities. We will take all practicable and reasonable steps to ensure that
the unregistered leases are registered if required by the competent authorities, including requiring
relevant property owners to cooperate with us to complete the lease registration under new or
renewed lease agreements. Our PRC Legal Advisor has advised us that the failure to complete the
registration and filing of lease agreements will not affect the validity of such leases or result in us
being required to vacate the leased properties. However, the relevant government authorities may
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impose a fine ranging from RMB1,000 to RMB10,000 on each lease agreement that is not registered
and filed. The aggregate amount of the maximum fine will be approximately RMB30,000. We
believe the likelihood that we will be punished due to failure to register and file all the relevant
lease agreements at the same time is remote. During the Track Record Period, we have not been
subject to any administrative penalties imposed by the competent authorities for failing to complete
the registration and filing of the lease agreements. See also “Risk Factors — Risks Related to Our
Operations — There are risks associated with our leased properties or lease agreements.”
Upon expiry of these lease agreements, we will assess the legal risk when renewing the
relevant lease agreements. If we are not able to continue to use such leased properties due to such
non-compliance on lease registration, we expect to be able to identify alternative places for
relocation in a timely manner without incurring material related loss due to the limited number of
leased properties with incomplete lease registration, given that (i) there are alternative properties
at comparable rental rates on the market, and (ii) the relocation process will not have a material and
adverse impact on our business and operations. Our Directors believe that the absence of lease
registration would not cause a material adverse impact on our business, operations and financial
results.
As of the Latest Practicable Date, we leased one investment property which is sublet to third
party tenants. Pursuant to Rules 5.01A and 5.01B of the Listing Rules, if the carrying amount (as
defined in Rule 5.01(1) of the Listing Rules) of a property interest (as defined in Rule 5.01(3) of
the Listing Rules) that forms part of an applicant’s property activities is or is above 1% of the
applicant’s total assets, the prospectus must include the full text of a valuation report for such
property interest. As of December 31, 2025, being the date of which the most recent audited
consolidated statements of the financial position of our Group, the carrying amount of our
investment property exceeds 1% of our total assets. Thus, a property valuation report in respect of
our investment property is included in this Prospectus. Save as disclosed in this Prospectus, as of
December 31, 2025, (i) no single property that forms part of property activities has a carrying
amount of 1% or more of our total assets; and (ii) no single property interest that forms part of our
non-property activities has a carrying amount of 15% or more of total assets. Jones Lang LaSalle
Corporate Appraisal and Advisory Limited, an independent property valuer, valued our investment
property based on certain assumptions.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
ESG Strategy and Risk Management
We recognize that ESG factors can have a material impact on our business, operations and
financial performance. Guided by our strategy, industry characteristics and development stage, we
incorporate stakeholder considerations into ESG planning, identify and assess material ESG risks,
and implement targeted response measures.
Our ESG priorities focus on environmental compliance, product responsibility, talent
development and business ethics. We manage environmental risks through compliance with
applicable emissions and waste disposal regulations, supported by monitoring and control measures.
Product responsibility risks, including those related to R&D competitiveness, intellectual property
and data security, are addressed through continued investment in innovation and strengthened
protection systems. Talent-related risks are mitigated through competitive compensation, an
inclusive culture and training programs, while business ethics risks are managed through strict
compliance and anti-corruption policies.
ESG risk management is integrated into our overall risk management and internal control
framework, with oversight by our ESG working group. During the Track Record Period and up to
the Latest Practicable Date, we have not encountered any non-compliance incidents related to ESG
regulations.
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Environmental Management
We are committed to environmental protection and strictly comply with national and local
environmental regulations. We incorporate ecological sustainability across our operations to avoid
any significant negative environmental impact.
We have implemented an Environmental, Health and Safety (EHS) management system led by
our EHS department, which is responsible for overseeing environmental, health and safety matters.
Through systematic assessment, we identify and evaluate environmental aspects of our operations,
assign responsible departments for significant risks and implement appropriate control measures.
We regularly monitor key environmental indicators, including greenhouse gas emissions, pollutant
discharges and resource consumption, to ensure compliance with applicable laws and regulations,
while pursuing technological upgrades and promoting environmental awareness to minimize
environmental impact. In addition, we apply green procurement principles by prioritizing suppliers
certified under ISO 14001 and by using structured assessment tools to evaluate chemical-related
environmental risks, enabling risk management at the source and supporting sustainable
development across our value chain.
Emissions Management
We integrate pollution prevention deeply into our operations through a company-wide
Environmental Protection and Hazard-Free Disposal Management Procedure, under which
responsibilities for emissions control are clearly assigned across departments along the value chain.
Wastewater generated from operations is treated and monitored by licensed third-party service
providers to ensure that all discharges comply with applicable regulatory standards. Air emissions,
primarily volatile organic compounds (VOCs), are managed through real-time monitoring systems,
strict controls on hazardous substances and ventilation and purification systems in cleanroom areas
to minimize environmental impact. Solid waste management complies with applicable laws, with
hazardous waste subject to classified storage, traceable recordkeeping, regular inspections and
disposal by qualified third parties, while general waste is managed through classified recycling and
centralized collection in line with principles of reduction, harmless treatment and resource
utilization.
We have also adopted an Emergency Environmental Incident Response Plan, regularly
training and conducting drills to ensure swift, effective responses when necessary.
Our pollutant emission data for the years 2023, 2024, and 2025 are as follows:
Indicator Unit 2023 2024 2025
Hazardous Waste 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons 7.11 7.45 6.74
General Waste 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons 18.43 21.93 12.43
1 Our hazardous waste primarily includes infectious waste, sharps waste, single-use laboratory supplies, organic waste
liquids, inorganic waste liquids, solid waste from biological laboratories, and liquid waste from biological
laboratories.
2 Our general waste primarily includes general packaging materials, discarded reverse osmosis membranes, and
domestic waste.
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Resource Use
To improve energy efficiency, we have established and implemented an Energy Management
Policy. We prioritize energy-efficient equipment and advanced technologies, aiming to optimize
energy allocation and reduce consumption. Our systems support smart control and low-energy
operation modes. We also encourage innovation in process optimization, equipment upgrades, and
energy recovery. In our offices, we promote energy-saving equipment and proper use of air
conditioning.
To optimize water use, we have upgraded our purified water systems, instaled water-saving
laboratory fixtures, and perform routine leak inspections. We use biodegradable lab supplies and
promote centralized sterilization to reduce single-use items. We also encourage digital
documentation to cut paper consumption.
Our resource consumption data for the years 2023, 2024, and 2025 are as follows:
Indicator Unit 2023 2024 2025
Electricity Usage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kWh 2,467,754.15 2,440,414.98 2,390,777.00
Electricity Intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kWh/employee 15,233.05 17,944.23 18,677.95
Water Consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons 2,947.00 3,130.40 3,295.40
Water Intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons/employee 18.19 23.02 25.75
Climate Change
We actively respond to the challenges and opportunities posed by climate change through
strategic planning and data-driven decision-making. We regularly collect and calculate greenhouse
gas emissions to support emission-reduction initiatives and have committed to adopting low-carbon
technologies and management practices as part of our transition toward carbon neutrality.
Our greenhouse gas emissions data for the years 2023, 2024, and 2025 are as follows:
Indicator Unit 2023 2024 2025
Scope 1 Emissions 3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons CO 2-eq 0 0 0
Scope 2 Emissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons CO 2-eq 1,309.39 1,294.88 1,268.55
Total Emissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons CO 2-eq 1,309.39 1,294.88 1,268.55
Emission Intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons CO 2-eq/
employee
8.08 9.52 9.91
We have identified long-term risks from climate change, including operational disruptions and
data security threats due to extreme weather events in cities like Hangzhou and Beijing, as well as
potential cost increases from stricter carbon policies and renewable energy mandates across our
supply chain. In response, we continue to improve our EHS systems and conduct regular emergency
drills to enhance climate risk preparedness.
Health and Safety
Employee health and safety is a priority for us. We have implemented an occupational health
and safety management system supported by internal policies, emergency plans and regular drills,
and equipped our offices and laboratories with certified safety and emergency facilities that are
routinely inspected. We adhere to biosafety and chemical safety standards, provide role-specific
safety training, and arrange periodic health checkups to help protect employee health and safety.
3 Currently, we do not operate any stationary or mobile emission sources, nor do we use fugitive agents. As such, we
do not generate Scope 1 emissions.
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Employee Development and Training
We are dedicated to fostering a culture of innovation and prioritize talent development. We
have implemented a company-wide training policy and established a tiered development system that
covers all levels and functional areas. Our programs span onboarding, technical skills, and
management capabilities. We also provide employees with a personal training fund to support
professional growth and align individual development with corporate goals. In addition, we have
put in place a clear performance evaluation and promotion mechanism, offering fair and transparent
career advancement opportunities.
Business Ethics and Anti-Corruption
We require all employees to uphold high standards of integrity and ethical conduct and operate
in compliance with applicable laws and regulations, including the PRC Anti-Unfair Competition
Law. We have implemented policies covering anti-corruption, anti-bribery, fraud prevention,
anti-money laundering and codes of conduct, and require employees and suppliers to adhere to these
standards. We also maintain confidential reporting channels with whistleblower protections, and
address confirmed violations in accordance with applicable laws and regulations. During the Track
Record Period and up to the Latest Practicable Date, we had no concluded corruption-related
lawsuits involving us or our employees.
Animal Welfare
We conduct animal experiments only when scientifically necessary and in strict compliance
with all applicable laws and regulations, including the Biosafety Law of the People’s Republic of
China. To ensure robust oversight, we have established an internal governance framework,
including an animal welfare and ethics committee and an animal management committee. These
bodies are responsible for the comprehensive review and supervision of all animal use and
experimental protocols, ensuring the protection of animal welfare and the effective implementation
of our management measures.
Our in-house vivarium is exclusively licensed for and utilized for experiments involving
rodents, ensuring our activities remain strictly within our permitted scope. We procure all animals
from suppliers holding valid production licenses and maintain a strict policy against the use of any
endangered species as research subjects. For experiments beyond the scope of our internal
capabilities, we engage qualified third-party CROs that have received accreditation from the
Association for Assessment and Accreditation of Laboratory Animal Care (AAALAC).
Furthermore, all toxicology-related studies are outsourced to facilities certified for Good
Laboratory Practice (GLP), thereby ensuring the highest standards of qualification and capability
in all our animal studies.
Our vivarium operates under a valid Permit for Use of Laboratory Animals issued by the
Beijing Municipal Science & Technology Commission, and all relevant personnel hold the requisite
Certificate for Laboratory Animal Practitioners. We have established and implemented a
comprehensive set of management policies and standard operating procedures that govern
experimental protocols, animal husbandry, and environmental hygiene. Crucially, every proposed
experiment involving animals must first undergo a welfare and ethics review and receive explicit
approval from our animal welfare and ethics committee before commencement, a process that
validates the necessity and ethical compliance of the study.
In all our animal-related activities, we are guided by the internationally recognized “3R”
principles: Reduction, Replacement, and Refinement. We are committed to reducing the number of
animals used to the minimum necessary to achieve valid scientific outcomes and replacing animal
studies with alternative methods, such as in-vitro experiments, wherever feasible. To uphold the
principle of Refinement, we mandate that all experimental personnel undergo rigorous training and
assessment to ensure they possess the high level of technical proficiency required to enhance
experimental efficacy and minimize any potential pain or distress to the animals. To ensure
continuous adherence, we conduct inspections of our animal use practices at least every six months,
reinforcing our commitment to conducting all experiments with the utmost regard for animal
welfare.
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During the Track Record Period and up to the Latest Practicable Date, we had not been subject
to any material penalties or disciplinary actions, nor were we aware of any material incidents of
non-compliance or improper conduct in relation to animal welfare.
INFORMATION SECURITY AND PRIV ACY PROTECTION
We retain sole ownership of all data assets that were developed, generated or accumulated
prior to the commencement of any R&D programs. We also retain sole ownership of data
independently developed, generated or accumulated by us outside the scope of R&D activities
during the course of such programs. For data jointly developed, generated or accumulated with
counterparties during R&D activities under the relevant agreements, such data are typically subject
to joint ownership in accordance with the terms of the applicable contracts.
In the PRC, we collect, store and process pre-clinical dry lab and wet lab experimental data
on secure local servers situated in the jurisdictions where the data are collected. Our principal data
processing activities in the PRC relate to clinical research, where we collect personal information
from trial participants and investigators through our collaboration with clinical trial sites and CROs.
The personal information collected includes coded subject identifiers and clinical indicators such
as age, sex, height, weight, blood pressure, lung capacity, medical history, pregnancy status,
laboratory results, adverse events and mortality outcomes. We also collect limited project-related
personal information from investigators, such as name, contact details, professional role and
institutional affiliation.
All such personal information is collected, stored and processed entirely within the PRC and
is not transferred outside of China or made accessible to any overseas organizations or individuals.
We only process limited employment-related personal data of our personnel in the U.S. in the
ordinary course of business. We do not collect personally identifiable information of clinical trial
subjects. All processing that occur outside the PRC is limited, compliant, and supported by
data-minimization and security controls. We are subject to applicable laws and regulations on data
protection and cybersecurity in the jurisdictions where we operate, and we have adopted measures
to ensure compliance with such laws, including the PRC’s evolving regulatory framework. To
strengthen our data governance, we have engaged a leading PRC law firm to conduct legal reviews
of our data processing practices and compliance framework. To date, we have not been subject to
any administrative penalties, enforcement actions or third-party claims in connection with
violations of data privacy or cybersecurity laws.
We have adopted and implemented internal policies and technical measures to safeguard data
security and ensure compliance with applicable laws and regulations. Our technical controls include
encryption of sensitive data, role-based access control, user authentication, network intrusion
detection and monitoring, and regular system backups. A dedicated data security management
committee is responsible for overseeing the implementation and enforcement of our data security
protocols.
We maintain strict confidentiality measures to protect personal data associated with clinical
trials. Access to clinical trial data is restricted to authorized personnel in accordance with applicable
laws and Good Clinical Practice (GCP) guidelines. Database administration responsibilities are
assigned to designated personnel, who are tasked with system maintenance, access management and
security oversight. All employees and contractors with access to personal or confidential data are
required to comply with our internal confidentiality policies and are bound by confidentiality
agreements. These agreements prohibit the misuse or unauthorized disclosure of confidential
information and impose post-employment obligations regarding data confidentiality. External
collaborators involved in clinical trials are subject to similar contractual requirements. The use of
personal information is strictly limited to the purposes disclosed in the relevant informed consent
forms.
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To reinforce internal compliance, we regularly provide training to our employees on data
privacy, cybersecurity and information governance. During the Track Record Period and up to the
Latest Practicable Date, we had not experienced any material data breaches or incidents of
non-compliance with applicable data protection or cybersecurity regulations. During the Track
Record Period and up to the Latest Practicable Date, we had complied with all relevant laws and
regulations related to cybersecurity in all relevant jurisdictions.
However, we may still be subject to certain risks in relation to the heightened regulations and
market scrutiny. For additional information, see “Risk Factors — Risks Related to Our Operations
— We are subject to stringent data privacy and cybersecurity laws and policies, and we may be
restricted from transferring data abroad or using human genetic resources collected within the
PRC.”
LEGAL PROCEEDINGS AND COMPLIANCE
From time to time, we may become involved in legal proceedings and claims that arise in the
ordinary course of our business activities. We cannot predict the results of litigation and claims. See
“Risk Factors — Risks Related to Our Operations — We are subject to risks relating to disputes and
legal proceedings, which could have a material adverse effect on our business, financial condition
and results of operations.” During the Track Record Period and up to the Latest Practicable Date,
there were no legal proceedings pending or threatened against us or our Directors that could,
individually or in the aggregate, have a material adverse effect on our business, financial condition
and results of operations.
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material non-compliance incidents that have led to fines, enforcement actions, or
other penalties that would have a material adverse effect on our business, results of operations,
financial condition or reputation.
RISK MANAGEMENT AND INTERNAL CONTROL
Risk Management
We recognize that effective risk management is critical to the success of our business
operations. The key operational risks we face include, among others, changes in the general market
conditions and regulatory environment of the PRC and global biopharmaceutical markets, our
ability to develop, manufacture, and commercialize our drug candidates, as well as our ability to
compete with other biopharmaceutical companies. See “Risk Factors” for detailed discussion of the
various risks and uncertainties we confront. We also encounter diverse market risks, including
credit, liquidity, interest rate, and currency risks. See “Financial Information — Financial Risks
Disclosure — Market Risk”.
To address these challenges, we have implemented a comprehensive set of risk management
policies that establish a framework to identify, assess, evaluate, and continuously monitor the key
risks associated with our strategic objectives. Risks identified by our management are analyzed
based on likelihood and impact, and are then properly followed up, mitigated, and rectified by our
Group, meanwhile reporting to our Board of Directors. Our Directors oversee the implementation
of these risk management policies.
To monitor the ongoing implementation of risk management policies and corporate
governance measures after the Listing, we have adopted or will continue to adopt, among other
things, the following risk management measures:
 Our Directors will oversee and manage the overall risks associated with our business
operations by (i) reviewing and approving our risk management policy to ensure
alignment with our corporate objectives; (ii) reviewing and approving the annual
working plan and annual report on corporate risk management; (iii) monitoring the most
significant risks related to our business operations and evaluating our management’s
handling of these risks; (iv) assessing our corporate risk in relation to our risk tolerance;
and (v) ascertaining the appropriate application of our risk management framework
across our Group.
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 Our finance, internal audit, legal, human resources and other relevant departments will
be responsible for (i) developing our risk management policy and reviewing major risk
management issues within our Company; (ii) creating the annual risk management plan
and report; (iii) offering guidance on our risk management approach to relevant
departments and supervising the implementation of our risk management policy; (iv)
reviewing reports on key risks from relevant departments and providing feedback; and
(v) conducting education and training related to risk management.
 Our finance, internal audit, legal, human resources and other relevant departments will
be responsible for implementing our risk management policy and conducting daily risk
management activities. To standardize risk management across our Group and establish
a common level of transparency and performance, these departments will (i) gather
information about risks related to their operations or functions; (ii) conduct risk
assessments, which include identifying, prioritizing, measuring, and categorizing all key
risks that could potentially impact their objectives; (iii) continuously monitor key risks
related to their operations or functions; (iv) implement appropriate risk responses as
needed; (v) develop and maintain mechanisms to facilitate the application of our risk
management framework; and (vi) promptly report any material risks to relevant
departments.
 We have created anti-fraud and anti-corruption and anti-bribery guidelines and manuals
to provide guidance to our employees and suppliers on ways to identify and address risks
associated with fraud and bribery that may arise in the course of business. These
guidelines also provide guidance on transactions involving sanctioned persons or
countries.
Internal Control
Our Board is responsible for establishing our internal control system and reviewing its
effectiveness. We have engaged an independent internal control consultant (the “ Internal Control
Consultant ”) to perform certain agreed-upon procedures (the “ Internal Control Review ”), in
connection with the internal control of our Company and our major operating subsidiaries and to
report factual findings on our Group’s entity-level controls and internal controls of various
processes, including financial reporting and disclosure controls, human resources and payroll
management, general controls of IT system, taxation management, procurement management, and
other procedures of our operations. The Internal Control Consultant performed the Internal Control
Review in March 2025 and follow-up reviews in July 2025. As of the Latest Practicable Date, there
were no material outstanding issues relating to our Group’s internal control.
During the Track Record Period, we regularly reviewed and enhanced our internal control
system. Below is a summary of the internal control policies, measures and procedures we have
implemented or plan to implement:
 We have implemented a range of measures and procedures covering various aspects of
our business operations, including related party transactions, risk management,
intellectual property protection, environmental protection, and occupational health and
safety. For more information, see “— Intellectual Property” and “— Environmental,
Social and Governance.” As part of our employee training program, we regularly provide
training on these measures and procedures to our staff.
 We have ESG guidelines in place to mitigate the potential impact of ESG-related risks
on our operations and other stakeholders in society. We effectively control potential
ESG-related risks through scientific and comprehensive policies and management
systems to ensure compliance with the relevant laws and regulations in all materials
respects.
 Our Directors, who are responsible for overseeing the corporate governance of our
Group, will, with assistance from our legal advisers, will periodically review our
compliance status with all relevant laws and regulations following the Listing.
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 We have created guidelines on internal control, which set out the principles and basis of
internal audit work. In particular, we will establish an audit committee which (i) makes
recommendations to our Directors on the appointment and removal of external auditors;
and (ii) reviews the financial statements and renders advice in respect of financial
reporting as well as oversees internal control procedures of our Group. Their authority
encompasses but is not limited to overseeing the audit process, internal control
procedures and risk management system of our Company. For details of qualification
and experiences on person in charge of risk management, see “Directors and Senior
Management — Board of Directors” and “Directors and Senior Management — Board
Committees — Audit Committee.”
 We have engaged Rainbow Capital (HK) Limited as our compliance adviser to provide
advice to our Directors and management team until the end of the first fiscal year after
the Listing regarding matters relating to the Listing Rules. Our compliance adviser is
expected to ensure our use of funding complies with the section headed “Future Plans
and Use of Proceeds” in this Prospectus after the Listing, as well as to provide support
and advice regarding requirements of relevant regulatory authorities in a timely fashion.
 We have adopted policies to ensure compliance with the Listing Rules and other
applicable laws, rules and regulations, including but not limited to compliance in respect
of Chapter 13 (Continuing Obligation), Chapter 14 (Notifiable Transactions) and
Chapter 14A (Connected Transactions) of and Appendix D2 (Disclosure of Financial
Information) to the Listing Rules, and Part XIV A of the SFO.
Taking into consideration the adoption and implementation of the above-mentioned internal
control procedures and risk management measures, our Directors are of view that our enhanced
internal control and risk management system are adequate and effective to address various potential
risks identified in relation to our business.
LICENSES, PERMITS AND APPROV ALS
We are required to obtain permits, licenses, approvals, filings and certifications for certain
business operated by us from the relevant government authorities as required under PRC laws and
regulations. During the Track Record Period and up to the Latest Practicable Date, we had obtained
all licenses, permits, approvals, filings and certifications that are material to our operations, and
such licenses, permits, approvals, filings and certifications all remain in full effect. See “Regulatory
Overview” for more details regarding the laws and regulations to which we are subject.
During the Track Record Period and up to the Latest Practicable Date, we had not experienced
any material difficulty in renewing such licenses, permits, approvals and certificates. To the best of
our Directors’ knowledge, we do not expect to encounter any material difficulty in renewing them
when they expire, if applicable, and no material unexpected or adverse changes have occurred since
the date of their respective issuance.
A W ARDS AND RECOGNITIONS
 In 2023, we were recognized as one of the TOP 10 Nucleic Acid Drug Companies to watch
by PHARMCUBE.
 In 2024, we were recognized as Top 50 Most Innovative Companies in China by Forbes China.
 In 2024, we were designated as a Specialized and New “Little Giant” ( ਖ਼ၚतอʃ̶ɛ) and
a National High-tech enterprise by relevant PRC authorities.
 In 2025, we were selected as MIT Technology Review’s 50 Smartest Companies (TR50).
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BOARD OF DIRECTORS
Upon Listing, our Board of Directors will comprise eight Directors, including three executive
Directors, two non-executive Directors and three independent non-executive Directors. Our
Directors serve a term of three years and may be re-elected for successive reappointments.
The following table sets out information in respect of the Directors.
Name Age Position/Title
Date of Joining
our Group
Date of
Appointment
as Director Role and Responsibility
Executive Directors
Dr. Tsai-Ta Lai
(፠ʑ༺)(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
37 Chairman of the Board,
executive Director and chief
executive officer
October 2, 2019
(2) October 2, 2019 (2) Overall management of
business strategies, R&D,
operation and financing of
our Group
Dr. Hongming Chen
(1) /H1118/H1118/H111855 Executive Director and chief
research and development
officer
October 2, 2019
(2) October 2, 2019 (2) Overseeing the R&D activities
of our Group
Dr. Wenshou Wang
(࠯1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director and chief
operating officer
October 2, 2019 (2) October 2, 2019 (2) Overseeing the overall
management and business
operation of the Group
Non-executive Directors
Mr. Hantao Huang
(රᖍᏹ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
30 Non-executive Director October 26, 2023 October 26, 2023 Providing professional advice,
opinion and guidance to the
Board
Ms. Y uan Gong
(ʮʩ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
36 Non-executive Director August 1, 2023 August 1, 2023 Providing professional advice,
opinion and guidance to the
Board
Independent Non-executive Directors
Mr. Frank Y ee Chon Lyn
(΀) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
67 Independent Non-executive
Director
Listing Date Listing Date Providing independent advice
on issues relating to
corporate governance, audit
and the remuneration and
assessment of our Directors
and senior management
Dr. Jin Li (ࣜ)H1118/H1118/H1118/H1118/H111846 Independent Non-executive
Director
Listing Date Listing Date Providing independent advice
on issues relating to
corporate governance, audit
and the remuneration and
assessment of our Directors
and senior management
Dr. Peter Edward Lobie /H1118/H111858 Independent Non-executive
Director
Listing Date Listing Date Providing independent advice
on issues relating to
corporate governance, audit
and the remuneration and
assessment of our Directors
and senior management
Notes:
(1) Dr. Lai, Dr. Chen and Dr. Wang are parties acting in concert. For details, see section headed “Relationship with
Our Single Largest Group of Shareholders.”
(2) Denotes the date when Dr. Lai, Dr. Chen and Dr. Wang were appointed as the directors of Metis
Pharmaceuticals Inc.
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(3) Dr. Alan Fu and Ms. Wanting Shu ( ബ−ణ) were our Directors who resigned from their directorship on April
21, 2026, with Dr. Fu continuing to serve as our chief financial officer. Meanwhile, the appointment of Mr.
Frank Y ee Chon Lyn (΀), Dr. Jin Li (ࣜand Dr. Peter Edward Lobie as independent non-executive
Directors will become effective upon Listing. Dr. Fu tendered his resignation from the directorship with the
intention to focus on his role as our chief financial officer. Ms. Shu is the board representative of our Pre-IPO
Investor, Beijing PICC Health and Pension Industry Investment Fund (Limited Partnership) (਄ੰቮ
ږ(Υྫ)), prior to Listing and has performed non-executive functions. Ms. Shu tendered her
resignation based on internal decision-making of the Pre-IPO Investor she represents and intention to focus on
other endeavours.
Their resignation would allow us to, upon Listing, meet the requirements under Rules 3.10(1) and 3.10A of
the Listing Rules that our Board shall include at least three independent non-executive Directors, who shall
represent at least one-third of our Board. Each of Dr. Fu and Ms. Shu has confirmed to the Board that he/she
has no disagreement with the Board and there are no other matters in relation to his/her resignation that need
to be brought to the attention of the Shareholders of the Company.
Executive Directors
Dr. Tsai-Ta Lai ( ፠ʑ༺), aged 37, is our Co-founder, chairman of the Board and a Director
of our Company. He has been the chief executive officer of our Company since February 2020. He
was redesignated as our executive Director in August 2025. He is responsible for the overall
management of business strategies, R&D, operation and financing of our Group. Dr. Lai also serves
as a director in certain of our subsidiaries of our Company including Beijing Jitai, Shanghai Jitai,
Suzhou Jitai, Shanghai Metis, Metis HK, Metis Australia, Metis Therapeutics.
Dr. Lai has extensive work experience in the technology industry and consulting industry.
Prior to joining our Group, Dr. Lai served as a chief technology officer of AquaFresco Inc. from
June 2016 to June 2017, where he was primarily responsible for the technology development of the
company. Dr. Lai served as an associate of McKinsey & Company from July 2017 to July 2019,
where he was primarily responsible for providing strategic advisory services. Dr. Lai also served as
the head of science and technology strategy and enterprise development of the Boston Branch of
XtalPi Holdings Limited (ʮ̡) (HKEX: 2228), where he was primarily
responsible for providing strategic advisory services.
Dr. Lai received his bachelor’s degree in chemical engineering from Taiwan University ( ̨ᝄ
ɽኪ) in June 2011. He received his master’s degree and doctorate degree in chemical engineering
from Massachusetts Institute of Technology in the United States in June 2014 and June 2016,
respectively.
Dr. Hongming Chen , aged 55, is our Co-founder and a Director of our Company. She has
been the Chief Research and Development Officer of our Company since December 2021. She was
redesignated as our executive Director in August 2025. Dr. Chen is primarily responsible for
overseeing the R&D activities of our Group. Dr. Chen also serves as a Director and President of
Metis Therapeutics, a subsidiary of our Company.
Dr. Chen has approximately 29 years of working and management experience in the
pharmaceutical/biotech industry. She once served in Merck & Co. (NYSE: MRK). From 1997 to
2000, Dr. Chen was a scientist of formulation research and development at AstraZeneca R&D
Boston, where she was primarily responsible for developing new formulations and delivery vehicles
for recombinant H. pylori proteins for oral vaccination. Dr. Chen was a senior scientist, associate
director, and director at Transform Pharmaceuticals from 2000 to 2009, where she was involved in
building company core technology platforms, designing novel formulations using the technology
platforms, working with strategic partners, optimizing drug formulations and developing
proprietary drug products. She also served as the vice president of research, executive vice
president of research, and chief scientific officer at Kala Pharmaceuticals, Inc. (NASDAQ: KALA)
from 2010 to 2021, where she was primarily responsible for all research and development, building
company core technology platforms and intellectual properties, working with strategic partners, and
developing proprietary drug products. Dr. Chen is a member of the College of Fellows, American
Institute for Medical and Biological Engineering, a member of the National Academy of
Engineering, and a member of the College of Fellows, Controlled Release Society.
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Dr. Chen received her bachelor’s degree in chemical engineering from the University of Texas,
Austin in the United States in 1992. She received her master’s degree in chemical engineering from
Massachusetts Institute of Technology in the United States in 1995, and her doctorate degree in
chemical engineering from Massachusetts Institute of Technology in the United States in 1997.
Dr. Wenshou Wang (࠯)aged 46, is our Co-founder and a director. He has been the chief
operating officer of our Company since February 2020. He was redesignated as our executive
Director in August 2025. Dr. Wang is primarily responsible for overseeing the overall management
and business operation of our Group. Dr. Wang also serves as a manager, director and legal
representative at Beijing Susida and Hangzhou Jitai.
Prior to joining our Group, Dr. Wang worked as a post-doctoral fellow in the University of
Southern Mississippi from January 2007 and as a post-doctoral fellow in the University of
Minnesota from July 2010 to June 2012, where he was primarily responsible for research. Dr. Wang
also worked as a research scientist in Massachusetts Institute of Technology from November 2012
to June 2017, where he was primarily responsible for scientific research. Dr. Wang then worked as
the Co-founder and chief materials scientist in Inkbit Corporation from September 2016 to May
2019, where he was primarily responsible for scientific research. Dr. Wang worked as the senior
scientist in XtalPi from May 2019 to February 2020, which has affiliated relation with us as a
shareholder of our Company, where he was primarily responsible for scientific research.
Dr. Wang received his bachelor’s degree in chemistry from Henan University (ɽኪ)i n
the PRC in July 2001. Dr. Wang received his master’s degree in polymer chemistry and physics
from Chinese Academy of Sciences (ኪ৫) in the PRC in March 2007.
Non-executive Directors
Mr. Hantao Huang ( රᖍᏹ), aged 30, joined the Group on October 26, 2023 as a
non-executive Director. He is primarily responsible for providing professional advice, opinion and
guidance to the Board.
Mr. Huang serves as a vice president in CICC Capital Management Co., Ltd. (“ CICC
Capital ”) since January 2023 where he is primarily responsible for private equity fund
management, including leading private equity investment projects, fund formation and fundraising
with a primary focus on the medical and healthcare industry. Mr. Huang joined CICC Capital in
September 2018 as analyst and was promoted to his current position in January 2023.
Mr. Huang received his bachelor’s degree of science in business and finance from New Y ork
University in May 2017. He also received the Certification of Fund Practice Qualification (੽
ࣣfrom the Asset Management Association of China (ุ՘ึ)i n
March 2023.
Ms. Yuan Gong ( ʮʩ), aged 36, joined the Group on August 1, 2023 as a non-executive
Director. She is primarily responsible for providing professional advice, opinion and guidance to the
Board.
Ms. Gong joined HSG in September 2019, and currently serves as a partner, where she is
primarily responsible for venture capital investment. From September 2012 to September 2019, she
served as a venture investor at China Growth Capital, an assistant manager at Deloitte and an
associate at PricewaterhouseCoopers (“ PwC”), where she was primarily involved in auditing.
Ms. Gong received her Bachelor’s degree in science from Birmingham-Southern College in
the US in February 2012.
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Independent Non-executive Directors
Mr. Frank Y ee Chon Lyn (΀), aged 67, was appointed as an independent non-executive
Director with effect from the Listing Date. Mr. Lyn is primarily responsible for providing
independent advice on issues relating to corporate governance, audit and the remuneration and
assessment of our Directors and senior management.
Mr. Lyn served as a partner at PricewaterhouseCoopers (“ PwC”) from 1993 to 2019 and held
multiple senior positions at PwC China & Hong Kong, including markets leader, member of
management board, corporate finance leader and Hong Kong senior partner. Mr. Lyn served as an
independent non-executive director and the chairman of the audit committee at Mox Bank Limited
since July 2020. Mr. Lyn also served as an independent non-executive director and the chairman of
the audit committee of Standard Chartered Bank (China) Ltd. since October 2020 and November
2020, respectively. Mr. Lyn worked as an independent non-executive director and the chairman of
the audit committee at SenseTime Group Inc. (stock code (Stock Exchange): 0020) since December
2021. Mr. Lyn was appointed as an independent non-executive director of Bright Smart Securities
& Commodities Group Limited on March 30, 2026 (stock code (Stock Exchange): 1428). Mr. Lyn
has been a member of the Hong Kong Institute of Certified Public Accountants (HKICPA) since
October 1989 and the Institute of Chartered Accountants in England and Wales (ICAEW) since July
1988. Mr. Lyn served at The Community Chest (ږas a director from June 2015 to June
2021 and as a treasurer during the financial years between 2015/2016 to 2019/2020. Mr. Lyn was
also a member of the Chinese People’s Political Consultative Committee of the Guangxi Zhuang
Autonomous Region (ึ) from 2000 to 2018.
Mr. Lyn received his bachelor’s degree in accounting and finance from Nottingham Trent
University (Trent Polytechnic) in the United Kingdom in July 1983.
Dr. Jin Li (ࣜ)aged 46, was appointed as an independent non-executive Director with
effect from the Listing Date. Dr. Li is primarily responsible for providing independent advice on
issues relating to corporate governance, audit and the remuneration and assessment of our Directors
and senior management.
From July 2008, Dr. Li worked as an assistant professor of strategy in Kellogg School of
Management at Northwestern University. Dr. Li worked as an associate professor of Managerial
Economics and Strategy (with tenure) at London School of Economics from September 2017 to July
2018. Dr. Li has worked as an affiliate at Center for the Study of Industrial Organization at
Northwestern University. Dr. Li also worked as a visiting scholar in the Bank of Finland Institute
for Economies in Transition in January 2004, Dr. Li has been serving as the Area Head of
Management and Strategy in Faculty of Business and Economics at the University of Hong Kong
since July 2018. He has worked as Zhang Y onghong Professor in Economics and Strategy and
Professor of HKIHSS (by courtesy). He has been serving as director of Centre for AI, Management
and Organization since January 2025. Since November 21, 2025, Dr. Li has been serving as an
independent non-executive Director of China New Economy Fund Limited, a company listed on the
Stock Exchange (stock code: 0080).
Dr. Li received his bachelor of arts degree in economics and math (with High Honor) from
Wesleyan University in the United States in 2002, and received his bachelor of science degree in
applied math (with Honor) from California Institute of Technology in the United States in 2002. Dr.
Li received his doctorate degree in economics from Massachusetts Institute of Technology in the
United States in 2007.
Dr. Peter Edward Lobie , aged 58, was appointed as an independent non-executive Director
with effect from the Listing Date. Dr. Lobie is primarily responsible for providing independent
advice on issues relating to corporate governance, audit and the remuneration and assessment of our
Directors and senior management.
Dr. Lobie works as the professor of Institute of Biopharmaceutical and Health Engineering in
Tsinghua Shenzhen International Graduate School at Tsinghua University and the founding scientist
in Sinotar Pharmaceuticals Ltd. at present. Dr. Lobie was employed in Karolinska Institute. After
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that, he worked at National University of Singapore and held several positions including as the
principal investigator and senior scientist in the Institute of Molecular and Cell Biology, the adjunct
faculty in Department of Medicine, and was the principal investigator and associate professor in the
Institute of Molecular and Cell Biology from 1996, has worked as the associate director and
professor in the Liggins Institute from 2005 to 2011. Dr. Lobie worked as the senior principal
investigator in the Cancer Science Institute of Singapore and the professor of Department of
Pharmacology at National University of Singapore from 2011 to 2017. Dr. Lobie has worked as the
professor and co-director in the Centre for Precision Medicine and Healthcare in Tsinghua Berkeley
Shenzhen Institute at Tsinghua University from 2017 to 2020. Dr. Lobie is/was an editorial board
member of Cambridge Prisms — Precision Medicine, Endocrinology and Molecular Endocrinology,
among a number of other international journals and a visiting/guest professor at a number of
institutions in China.
Dr. Lobie received his bachelor’s degree in medical science from the University of
Queensland in Australia in 1990, and received his bachelor degree in medicine and surgery (with
First Class Honours) from the University of Queensland in Australia in 1992. Dr. Lobie received his
doctorate degree in molecular endocrinology from Karolinska Institutet in Sweden in 1994.
SENIOR MANAGEMENT
The following table sets out information regarding the members of senior management of our
Company.
Name Age Position/Title
Date of Joining
our Group
Date of
Appointment as
Senior
Management Role and Responsibility
Dr. Tsai-Ta Lai ( ፠ʑ
༺) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
37 Chief executive officer January 10,
2020
February 12,
2020
Overall management of
business strategies,
R&D, operation and
financing of our Group
Dr. Hongming Chen /H1118/H111855 Chief research and
development officer
December 16,
2021
December 16,
2021
Oversee the R&D of our
Group
Dr. Wenshou Wang ( ˮ
࠯)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
46 Chief operating officer January 10,
2020
February 11,
2020
Oversee the overall
management and
business operation of
the Group
Dr. Chong Fu ( ˹ᶲ) /H111857 Chief financial officer
and Board secretary
April 1, 2025 April 1, 2025 Overall management of
finance, investments
and capital market
activities of our Group
Dr. Wei Xu /H1118/H1118/H1118/H1118/H1118/H1118/H111849 Chief scientific officer December 15,
2023
December 15,
2023
Research and
development of
pipelines of our Group
Mr. Mark Robert
Herbert /H1118/H1118/H1118/H1118/H1118/H1118/H1118
47 Chief business officer January 20,
2025
January 20,
2025
Lead partnership,
licensing and strategic
collaborations of the
Group
Dr. Tsai-Ta Lai ( ፠ʑ༺), aged 37, is the chairman of the Board, an executive Director and
the chief executive officer of our Company. For details of his biography, see “— Board of
Directors” in this section.
Dr. Hongming Chen , aged 55, is an executive Director and the chief research and
development officer of our Company. For details of her biography, see “— Board of Directors” in
this section.
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Dr. Wenshou Wang (࠯)aged 46, is an executive Director and the chief operating officer
of our Company. For details of his biography, see “— Board of Directors” in this section.
Dr. Chong Fu ( ˹ᶲ), alias Dr. Alan Fu, aged 57, is the chief financial officer and Board
secretary of our Company. Dr. Fu is primarily responsible for the overall management of finance,
investments, capital market activities, legal matters and public relations of our Group.
Prior to joining our Group, Dr. Fu served as a director from March 2023 to July 2025 and chief
financial officer from October 2021 to March 2025 at IASO Biotherapeutics where he was
responsible for overseeing finance, capital market activities, legal matters and business
development of the company. From April 2018 to August 2021, Dr. Fu served as managing director
of Haitong International Securities Group Limited, where he was primarily engaged in investment
banking activities. From November 2009, Dr. Fu served as a vice president and then a director in
Citigroup Inc. where he was primarily responsible for executing investment banking transactions.
Prior to that, Dr. Fu worked as an associate in the law firms Davis Polk & Wardwell and Skadden,
Arps, Slate, Meagher & Flom, where he was a capital markets and corporate lawyer. Dr. Fu also
worked as a research scientist in Rigel Pharmaceuticals, Inc. (NASDAQ: RIGL).
Dr. Fu received his bachelor’s degree of science in genetics and genetic engineering from
Fudan University in July 1989. He then received his master’s degree of science in cell biology from
the Shanghai Institute of Biochemistry and Cell Biology, China Academy of Sciences (ኪ৫
הformerly known as Shanghai Institute of Cell Biology (ኪ৫
הin June 1992. Dr. Fu received his PhD degree in molecular immunology
from Washington University School of Medicine in May 1998. Dr. Fu received his Juris Doctor
degree from the University of California, Berkeley in May 2004.
Dr. Fu was admitted to the State Bar of California, USA in December 2004.
Dr. Wei Xu , aged 49, is the chief scientific officer of our Company. Dr. Xu was appointed as
the chief scientific officer in December 2023. Dr. Xu is primarily responsible for the research and
development of pipelines of our Group.
Prior to joining our Group, Dr. Xu worked as the chief scientific officer in Roche (USA and
Switzerland) from December 2012 to October 2018, where he was primarily responsible for
research and development. Dr. Xu worked as the vice president in Innovent Biologics, Inc. (༺
يfrom October 2018 to October 2021, where he was primarily responsible for new drug
development, translational medicine and cell therapy. Dr. Xu also worked as the chief scientific
officer in Numab Therapeutics (Switzerland) from June 2022 to September 2023, where he was
primarily responsible for the research and development of pipelines, translational medicine and
production. Dr. Xu has served as the member of American Association of Cancer Research (AACR)
since 2017 and the member of American Society of Clinical Oncology (ASCO) since 2019.
Dr. Xu received his doctorate degree in medicine (immunology) from Leiden University in the
Netherlands in September 2007.
Mr. Mark Robert Herbert , aged 47, is the chief business officer of our Company. He is
primarily responsible for leading partnership, licensing and strategic collaborations of the Group.
Prior to joining our Group, Mr. Herbert worked as a vice president, business development in
V arda Space Industries, Inc. from September 2022 to 2025 where he was primarily responsible for
building legal and operational infrastructure and assembling technical and sales team for the
company. In 2020, he served as the chief business officer in The Assay Depot, Inc. From 2015 to
2018, Mr. Herbert served as the vice president (business development and alliance management)
and president in Arcturus Therapeutic., Ltd. From October 2013 to November 2015, Mr. Herbert
served as the director, senior director and head of North American Sales in WuXi AppTec Co., Ltd.
where he was primarily responsible for all business development and customer alliance in the North
America. Mr. Herbert served as a senior manager, associate director and director in Aragon
Pharmaceuticals, Inc.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. Herbert received his bachelor’s degree of Science in chemistry from the Kent State
University in May 2000 and his master’s degree of Science in organic chemistry from the Indiana
University in May 2004.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Save as disclosed in the section headed “Relationship with Our Single Largest Group of
Shareholders” in this Document, 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.
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 July 2025, and (ii) understands his or her obligations as a director
of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he has no
past or present financial or other interest in the business of the Company or its subsidiaries or any
connection with any core connected person of the Company under the Listing Rules as of the Latest
Practicable Date, and (iii) that there are no other factors that may affect his independence at the time
of his appointments.
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 Document. 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
Dr. Chong Fu ( ˹ᶲ) was appointed as a joint company secretary in August 2025. For details
of his biography, see “— Senior Management” in this section.
Ms. Cheng Yuk Ting ( ቍ͗ణ) was appointed as a joint company secretary in April 2026. She
is an Assistant Manager of Company Secretarial Services of Tricor Services Limited, a global
professional services provider specializing in integrated business, corporate and investor services.
Ms. Cheng has over 8 years of experience in the company secretarial field. Ms. Cheng has been
providing professional corporate services to Hong Kong listed companies as well as multinational,
private and offshore companies. Ms. Cheng is a Chartered Secretary, a Chartered Governance
Professional and an Associate of both The Hong Kong Chartered Governance Institute and The
Chartered Governance Institute in the United Kingdom. Ms. Cheng obtained a Master of Science
degree in Professional Accounting and Corporate Governance from City University of Hong Kong.
DIRECTORS AND SENIOR MANAGEMENT
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BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with the
relevant PRC laws and regulations and the Corporate Governance Code, our Company has formed
three Board committees, namely the Audit Committee, the Remuneration and Appraisal Committee
and the Nomination 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. Frank Y ee Chon Lyn, Dr. Jin Li and Dr.
Peter Edward Lobie. Mr. Lyn, 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) supervise and evaluate the work
of external auditors, (ii) provide suggestions to the Board on appointment and dismissal of external
auditors, (iii) supervise the audit process, (iv) review financial statements of the Company, monitor
the financial reporting system, risk management and internal control, and (v) discharge other duties
as assigned 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. Jin Li, Mr. Frank Y ee Chon Lyn and Dr. Tsai-Ta Lai. Dr. Li 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) oversee the
implementation of the remuneration policy of the Company, (iii) review and/or approve matters
relating to share schemes under Chapter 17 of the Listing Rules, and (iv) discharge other duties as
assigned 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. Peter Edward Lobie, Dr.
Hongming Chen and Dr. Jin Li. Dr. Lobie serves 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 change of directors and
members of senior management, (ii) assess the independence of independent non-executive
Directors, and (iii) discharge other duties as assigned by the Board.
REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
During the reporting period, our non-executive Directors who did not hold management
positions in the company did not receive remuneration from the Company. Other Directors and
senior managers receive their remuneration in the form of salary, annual bonuses, share-based
payments and retirement plan.
The total compensation before taxation accrued to our Directors for the years ended December
31, 2023, 2024 and 2025 were RMB92.0 million, RMB77.6 million and RMB127.0 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
RMB136.1 million.
DIRECTORS AND SENIOR MANAGEMENT
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The remuneration paid by our Company to the five highest paid individuals (excluding
Directors) for the years ended December 31, 2023, 2024 and 2025 were RMB14.0 million,
RMB25.5 million and RMB13.5 million, respectively.
We confirmed that 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.
CORPORATE GOVERNANCE
Our Company aims to achieve high standards of corporate governance which are crucial to our
development and safeguard the interests of our Shareholders. To accomplish this, we expect to
comply with the Corporate Governance Code set out in Appendix C1 to the Listing Rules and the
Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to
the Listing Rules after the Listing.
Pursuant to Code Provision C.2.1 of part 2 of the Corporate Governance Code as set out in
Appendix C1 of the Listing Rules, companies listed on the Stock Exchange are expected to comply
with, but may choose to deviate from the requirement that the responsibilities between the
chairperson and the chief executive should be separate and should not be performed by the same
individual. We do not have a separate chairperson and chief executive officer, and Dr. Lai currently
performs these two roles. The Board believes that vesting the roles of both chairperson and chief
executive officer in the same person has the benefit of ensuring consistent leadership within the
Group and enables more effective and efficient overall strategic planning for the Group. The Board
considers that the balance of power and authority for the present arrangement will not be impaired,
and this structure will enable the Company to make and implement decisions promptly and
effectively. The Board will continue to review and consider splitting the roles of chairperson of the
Board and the chief executive officer of our Company if and when it is appropriate taking into
account the circumstances of our Group as a whole.
BOARD DIVERSITY POLICY
We are committed to promoting the culture of diversity in the Company. We have strived to
promote diversity to the extent practicable by taking into consideration a number of factors in our
corporate governance structure.
We have adopted the board diversity policy (the “ Board Diversity Policy ”) which sets out the
objective and approach to achieve and maintain diversity of our Board in order to enhance the
effectiveness of our Board. Pursuant to the Board Diversity Policy, we seek to achieve Board
diversity through the consideration of a number of factors, including but not limited to gender, age,
race, cultural background, educational background, industry experience and professional
experience. Our Directors have a balanced mix of knowledge and skills, including knowledge and
experience in the areas of business administration, mechanics, accounting, engineering, etc. Our
three independent non-executive Directors have different industry backgrounds, with solid
experiences in the fields of finance and accounting, investment and corporate governance, law and
engineering, representing one-third of the members of our Board. Our Board Diversity Policy is
well implemented as evidenced by the fact that there are Directors ranging from 30 years old to 67
years old and comprises one female Director and seven male Directors. Pursuant to the Board
Diversity Policy, we aim to maintain at least one female representation in the Board and the current
composition of the Board satisfies this target gender ratio. We will implement policies to ensure
gender diversity when recruiting staff to develop a pipeline of female senior management and
potential successors to the Board. We will strive to enhance our female representation and achieve
DIRECTORS AND SENIOR MANAGEMENT
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appropriate balance of gender diversity with reference to the stakeholders’ expectation and
international and local recommended best practices. Furthermore, we will implement
comprehensive programs aimed at identifying and training our female staff who display leadership
and potential, with the goal of promoting them to the senior management or the Board.
Our Nomination Committee is responsible for ensuring the diversity of our Board members.
After the Listing, our Nomination Committee will review the Board Diversity Policy from time to
time, develop and review measurable objectives for implementing the policy, and monitor the
progress on achieving these measurable objectives to ensure its continued effectiveness. We will
disclose in our corporate governance report about the implementation of the Board Diversity Policy
on an annual basis.
COMPLIANCE ADVISOR
We have appointed Rainbow Capital (HK) Limited as our compliance advisor upon the Listing
in compliance with Rule 3A.19 of the Listing Rules. The compliance advisor will provide us with
guidance and advice as to compliance with the requirements under the Listing Rules and applicable
Hong Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, the compliance advisor will advise
our Company, among others, in the following circumstances:
(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 document or where the business activities, development or results of
our Group deviate from any forecast, estimate or other information in this document; 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.
The term of appointment of the compliance advisor shall commence on the Listing Date and
is expected to end 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 and such
appointment may be subject to extension by mutual agreement.
DIRECTORS AND SENIOR MANAGEMENT
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Pursuant to the AIC Agreement, each of the AIC Parties, namely Dr. Lai, Dr. Chen, Dr. Wang
and Scientia HK, agreed to act in concert since June 25, 2023. For further details of the AIC
Agreement, see “History, Development and Corporate Structure — Concert Party Agreement”.
Immediately following the completion of the Global Offering and the Share Subdivision
(assuming the Presumptions), the AIC Parties, together with (i) Nanjing Chengtai Y uxin (an
Employee Incentive Platform controlled by Dr. Wang), (ii) Delos Holding (an Employee Incentive
Platform controlled by Dr. Lai), (iii) Hangzhou Shengtai (an Employee Incentive Platform
controlled by Dr. Wang and (iv) Dechi Holding (an Employee Incentive Platform controlled by Dr.
Lai), as our Single Largest Group of Shareholders, will directly or indirectly hold in aggregate
approximately 25.32% of the total share capital of our Company. Accordingly, the AIC Parties
together with Nanjing Chengtai Y uxin, Delos Holding, Hangzhou Shengtai and Dechi Holding are
considered as our Single Largest Group of Shareholders.
For details of the shareholding of our Single Largest Group of Shareholders immediately prior
to and following the completion of the Global Offering, please refer to the section headed “History,
Development and Corporate Structure” in this Prospectus.
INDEPENDENCE FROM OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
Our Directors consider that we are capable of carrying on our business independently from our
Single Largest Group of Shareholders and their close associates after the Listing, taking into
consideration the factors below.
Management Independence
We are able to carry on our business independently from our Single Largest Group of
Shareholders from a management perspective. Our Board consists of eight Directors, including
three executive Directors, two non-executive Directors and three independent non-executive
Directors.
(a) each Director is aware of his/her fiduciary duties as a director which require, among
other things, that he/she acts for the benefit and in the interest of our Company and does
not allow any conflict between his/her duties as a Director and his/her personal interests;
(b) our daily management and operations are carried out by a senior management team, all
of whom have substantial experience in the industry in which our Company is engaged,
and will therefore be able to make business decisions that are in the best interests of our
Group. For details of the industry experience of our senior management team, see
“Directors and Senior Management”;
(c) we have three independent non-executive Directors and certain matters of our Company
must always be referred to the independent non-executive Directors for review;
(d) in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between our Group and a Director and/or his/her associate, he/she shall
abstain from voting and shall not be counted towards the quorum for the voting; and
(e) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and our Single Largest Group of Shareholders which
would support our independent management. For details, see “— Corporate
Governance.”
Based on the above, our Directors believe that our Board as a whole and together with our
senior management are able to perform the managerial role in our Group independently from our
Single Largest Group of Shareholders and their close associates after the Listing.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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Operational Independence
We do not rely on our Single Largest Group of Shareholders and their close associates for our
business development, staffing, logistics, administration, finance, internal audit, information
technology, sales and marketing, or 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 our Single Largest Group of 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 above, our Directors believe that we are able to operate independently of our
Single Largest Group of 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 have sufficient capital to operate our
business independently, and have adequate internal resources and working capital to support our
daily operations. We do not expect to rely on our Single Largest Group of 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 operating activities, equity financing, 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 Single Largest Group of Shareholders or their
respective associates. As of the Latest Practicable Date, there was no outstanding loans or
guarantees provided by or granted to our Single Largest Group of Shareholders or their respective
associates. During the Track Record Period and as of the Latest Practicable Date, we had also
received a series of Pre-IPO Investments from third party investors independently. For details of the
Pre-IPO Investments, see “History, Development and Corporate Structure.”
Based on the above, our Directors believe that we do not place undue reliance on our Single
Largest Group of Shareholders upon the Listing.
INTERESTS OF OUR SINGLE LARGEST GROUP OF SHAREHOLDERS IN OTHER
BUSINESSES
Save for the interests of our Single Largest Group of Shareholders in our Company and its
subsidiaries, our Single Largest Group of Shareholders and the Directors confirm that as of the
Latest Practicable Date, they did not have any interest in a business, apart from the business of our
Group, which competes or is likely to compete, directly or indirectly, with our business, which
would require disclosure under Rule 8.10 of the Listing Rules.
CORPORATE GOVERNANCE
Our Company will comply with the provisions of the Corporate Governance Code in Appendix
C1 to the Listing Rules (the “ Corporate Governance Code ”), which sets out principles of good
corporate governance.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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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 between our Group and our Single
Largest Group of Shareholders:
(a) where a Shareholders’ meeting is to be held for considering proposed transactions in
which our Single Largest Group of Shareholders or any of their respective associates has
a material interest, our Single Largest Group of Shareholders will not vote on the
resolutions and shall not be counted in the quorum in the voting;
(b) our Company has established internal control mechanisms to identify connected
transactions. Upon the Listing, if our Company enters into connected transactions with
a substantial shareholder or any of his/its associates, our Company will comply with the
applicable Listing Rules;
(c) the independent non-executive Directors will review, on an annual basis, whether there
is any conflict of interests between the Group and our Single Largest Group of
Shareholders (the “ Annual Review ”) and provide impartial and professional advice to
protect the interests of our minority Shareholders;
(d) our Single Largest Group of Shareholders will undertake to provide all information
necessary, including all relevant financial, operational and market information and any
other necessary information as required by the independent non-executive Directors for
the Annual Review;
(e) our Company will disclose decisions (with basis) on matters reviewed by the
independent non-executive Directors either in its annual report or by way of
announcements;
(f) where our Directors reasonably request the advice of independent professionals, such as
financial advisors, the appointment of such independent professionals will be made at
our Company’s expenses; and
(g) we have appointed Rainbow Capital (HK) Limited as our Compliance Advisor to provide
advice and guidance to us in respect of compliance with the Listing Rules, including
various requirements relating to 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 our Single Largest
Group of Shareholders, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following completion of the Global Offering
and the Share Subdivision (assuming the Presumptions), the following persons will have interests
and/or short positions in the Shares or underlying Shares which would fall to be disclosed pursuant
to the provisions of Divisions 2 and 3 of Part XV of the SFO:
Immediately prior to the
Global Offering
Immediately following the Global Offering
and the Share Subdivision (assuming the Presumptions)
Name of Shareholder Nature of Interest
Number of
Shares held
Approximate
percentage of
shareholding
in our total
share capital
Number and class of
Shares held (1)
Approximate
percentage of
shareholding in
the relevant
class of Shares (1)
Approximate
percentage of
shareholding
in our total
share capital
(%) (%) (%)
Dr. Lai (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations
147,566,850 13.85 36,400,278 Unlisted Shares 36.55 3.16
111,166,572 H Shares 10.56 9.65
Delos Holding (2) /H1118/H1118/H1118/H1118Beneficial interest 16,000,000 1.68 16,000,000 H Shares 1.52 1.39
Dechi Holding (2) /H1118/H1118/H1118/H1118Beneficial interest 10,232,590 1.08 10,232,590 H Shares 0.97 0.89
Scientia HK (2) /H1118/H1118/H1118/H1118/H1118Beneficial owner 121,334,260 12.75 36,400,278 Unlisted Shares 36.55 3.16
84,933,982 H Shares 8.07 7.37
Dr. Chen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 66,913,490 7.03 20,074,047 Unlisted Shares 20.16 1.74
46,839,443 H Shares 4.45 4.06
Dr. Wang (3) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest 34,911,380 3.67 10,473,414 Unlisted Shares 10.52 0.91
24,437,966 H Shares 2.32 2.12
Interest in controlled
corporations
42,381,900 4.46 42,381,900 H Shares 4.03 3.68
Nanjing Chengtai
Y uxin(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial owner 25,857,170 2.72 25,857,170 H Shares 2.46 2.24
Hangzhou Shengtai (3) /H1118/H1118Beneficial interest 16,524,730 1.74 16,524,730 H Shares 1.57 1.43
CICC Healthcare (4) /H1118/H1118/H1118Beneficial owner 36,266,670 3.81 10,880,001 Unlisted Shares 10.93 0.94
25,386,669 H Shares 2.41 2.20
CICC Kangrui (4) /H1118/H1118/H1118/H1118Beneficial owner 72,533,330 7.62 21,759,999 Unlisted Shares 21.85 1.89
50,773,331 H Shares 4.82 4.41
China International
Capital Corporation
Limited
(4) /H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporations
108,800,000 11.44 32,640,000 Unlisted Shares 32.78 2.83
76,160,000 H Shares 7.23 6.61
PICC (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 50,324,060 5.29 50,324,060 H Shares 4.78 4.37
The People’s Insurance
Company (Group) of
China
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interested in controlled
corporations
50,324,060 5.29 50,324,060 H Shares 4.78 4.37
HSG V enture VIII (6) /H1118/H1118/H1118Beneficial interest 22,138,560 2.33 22,138,560 H Shares 2.10 1.92
HSG Seed I (6) /H1118/H1118/H1118/H1118/H1118Beneficial interest 43,420,100 4.56 43,420,100 H Shares 4.12 3.77
HSG Holding Limited (6) /H1118Interest in controlled
corporations
65,558,660 6.89 65,558,660 H Shares 6.23 5.69
Eric Li (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporations
72,388,140 7.61 72,388,140 H Shares 6.87 6.28
Martis Fund, L.P . (7) /H1118/H1118/H1118Beneficial interest 42,616,430 4.48 42,616,430 H Shares 4.05 3.70
Duckling Fund, L.P . (7) /H1118Beneficial interest 29,771,710 3.13 29,771,710 H Shares 2.83 2.58
SUBSTANTIAL SHAREHOLDERS
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Notes:
(1) The calculation is based on the total number of 99,587,739 Unlisted Shares in issue and 1,052,926,111 H Shares in
issue immediately after completion of the Global Offering and the Share Subdivision (assuming the Presumptions).
The number of Shares were presented based on the assumption that the Share Subdivision is completed.
(2) Each of Scientia HK, Delos Holding and Dechi Holding is controlled by Dr. Lai. Hence, Dr. Lai was deemed to be
interested in the Shares held by these three entities under SFO.
(3) Each of Nanjing Chengtai Y uxin and Hangzhou Shengtai is controlled by Dr. Wang. Hence, Dr. Wang was deemed
to be interested in the Shares held by these two entities under SFO.
(4) The general partner of CICC Kangrui is CICC Capital Management Co, a wholly-owned subsidiary of China
International Capital Corporation Limited (ʮ̡), a company listed on the Stock Exchange
(stock code: 3908) and the Shanghai Stock Exchange (stock code: 601995). CICC Healthcare is held by CICC
Healthcare Cayman as to approximately 93.3%. The general partner of CICC Healthcare Cayman is CICC Healthcare
Investment Management Limited (Cayman), which is a subsidiary indirectly wholly owned by China International
Capital Corporation Limited. Therefore, China International Capital Corporation Limited was deemed to be interested
in the Shares that CICC Kangrui and CICC Healthcare was interested in under the SFO.
(5) As PICC is ultimately controlled by The People’s Insurance Company (Group) of China (“ PICC Group ”), a
Company controlled by Ministry of Finance of the PRC, PICC Group was deemed to be interested in the Shares that
PICC was interested in under the SFO.
(6) HSG V enture VIII is wholly owned by HongShan Capital V enture Fund VIII, L.P ., whose general partner is HSG
V enture VIII Management, L.P . HSG Seed I is wholly owned by HongShan Capital Seed Fund I, L.P ., whose general
partner is HSG Seed Fund I Management, L.P . The general partner of each of HSG V enture VIII Management, L.P .
and HSG Seed Fund I Management, L.P . is HSG Holding Limited, a wholly-owned subsidiary of SNP China
Enterprises Limited. Neil Nanpeng Shen is the sole shareholder of SNP China Enterprises Limited. Accordingly,
under the SFO, each of HSG Holding Limited, SNP China Enterprises Limited and Neil Nanpeng Shen is deemed to
be interested in the shares in which HSG V enture VIII and HSG Seed I are interested.
(7) The general partner of Duckling Fund, L.P . is Grandiflora Hook GP Limited and ultimately controlled by Eric Li. The
general partner of Martis Fund, L.P . is Pulsating Star GP Limited, which is 100% ultimately controlled by Eric Li.
Accordingly, Eric Li was deemed to be interested in the Shares held by Duckling Fund, L.P . and Martis Fund, L.P ..
For details of the substantial shareholders who will be, directly or indirectly, interested in 10%
or more of the value of any class of Shares varying rights to vote in all circumstances at general
meetings of any member of our Group, see “Appendix V — Statutory and General Information —
Further Information about our Directors, Senior Management and Substantial Shareholders — 2.
Substantial Shareholders.” Save as disclosed herein, our Directors are not aware of any persons who
will, immediately following completion of the Global Offering and the Share Subdivision
(assuming the Presumptions), have interests and/or short positions in Shares or underlying shares
which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.
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) ”) 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 500 H Shares)
that may be purchased for an aggregate amount of US$148 million (or approximately HK$1,159
million, calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering — Exchange Rate Conversion”) (the “ Cornerstone Placing ”).
Based on an Offer Price of HK$10.50, the total number of Offer Shares to be subscribed by
the Cornerstone Investors (including those to be subscribed through QDII(s)) would be 110,415,000
Offer Shares, representing approximately (i) 54.87% of the H Shares offered pursuant to the Global
Offering (assuming the Over-allotment Option is not exercised); (ii) 9.58% of our total issued share
capital immediately upon completion of the Global Offering (assuming the Over-allotment Option
is not exercised); and (iii) 9.34% of our total issued share capital immediately upon completion of
the Global Offering and the full exercise of the Over-allotment Option.
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’ confidence
in our Company and its business prospect, and that the Cornerstone Placing will help to raise the
profile of our Company. Our Company became acquainted with each of the Cornerstone Investors
in its ordinary course of operation through the Group’s business network or through introduction by
the Overall Coordinators in the Global Offering.
The Cornerstone Placing will form part of the International Offering, and, save as otherwise
obtained consent from the Stock Exchange, the Cornerstone Investors and their respective close
associates will not subscribe for any Offer Shares under the Global Offering (other than pursuant
to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the Cornerstone
Investors (including those to be subscribed through QDIIs) will rank pari passu in all respects with
the fully paid H Shares in issue following the Global Offering of the Company and will be counted
towards the public float of our Company under Rule 19A.13A of the Listing Rules. Immediately
following the completion of the Global Offering, (i) the Cornerstone Investors or their close
associates will not, by virtue of their cornerstone investments, have any Board representation in our
Company; and (ii) none of the Cornerstone Investors and their close associates will become a
substantial Shareholder of our Company. Other than a guaranteed allocation of the relevant Offer
Shares at the final Offer Price, the Cornerstone Investors do not have any preferential rights under
each of their respective Cornerstone Investment Agreements, as compared with other public
Shareholders. There are no side arrangements or agreements between our Company and the
Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by
virtue of or in relation to the Listing, other than a guaranteed allocation of the relevant Offer Shares
at the Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New Listing
Applicants. In addition, pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total
number of shares offered in the Global Offering (excluding any shares to be issued pursuant to the
exercise of the Over-allotment Option) will be taken up by independent price setting investors, as
defined under the Listing Rules, in the International Offering.
To the best knowledge of the Company and our ultimate beneficial owners and after making
reasonable enquiries, (i) each of the Cornerstone Investors and their ultimate beneficial owners are
independent from our Company, the Single Largest Group of Shareholders, our connected persons,
their respective ultimate beneficial owners and their respective associates and they are not our
existing Shareholders, and each of the entities and individuals mentioned in respect of each
Cornerstone Investors under the subsection headed “— The Cornerstone Investors” below is an
Independent Third Party; (ii) the Cornerstone Investors and their ultimate beneficial owners are
CORNERSTONE INVESTORS
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independent from each other and makes independent investment decisions; (iii) the Cornerstone
Investors and their ultimate beneficial owners are not accustomed to take instructions from our
Company or any of our Directors, chief executive, the Single Largest Group of 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 pursuant to the
Cornerstone Investment Agreements is not directly or indirectly financed by our Company, the
Single Largest Group of 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) is required for the relevant Cornerstone Placing. Save as
disclosed below, each of the Cornerstone Investors and its ultimate beneficial owner are not listed
on any stock exchange.
The total number of Offer Shares to be subscribed by the Cornerstone Investors (including
those to be subscribed through QDIIs) may be affected by reallocation of the Offer Shares between
the International Offering and the Hong Kong Public Offering. If the total demand for H shares in
the Hong Kong Public Offering falls within the circumstance as set out in the section headed
“Structure of the Global Offering — The Hong Kong Public Offering — Reallocation and
Clawback” in this Prospectus, our Company and the Overall Coordinators have the absolute
discretion, but not obliged, to deduct the number of Offer Shares to be subscribed by the
Cornerstone Investors on a pro rata basis in accordance with the terms of the Cornerstone
Investment Agreements to satisfy the public demands under the Hong Kong Public Offering, after
taking into account the requirements under Appendix F1 to the Listing Rules as well as the
discretion of the Overall Coordinators (for themselves and on behalf of the International
Underwriters) to exercise the Over-allotment Option. Details of the actual number of Offer Shares
to be allocated to the Cornerstone Investors will be disclosed in the allotment results announcement
of our Company to be published on or around May 12, 2026.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. If
there is over-allocation in the International Offering, the settlement of such over-allocation may be
effected through delayed delivery of the Offer Shares to be subscribed by certain Cornerstone
Investors under the Cornerstone Placing. Where delayed delivery takes place, each Cornerstone
Investor that may be affected by such delayed delivery has agreed that it shall nevertheless pay for
the relevant Offer Shares on or before 8:00 a.m. on the Listing Date. If there is no over-allocation
in the International Offering, delayed delivery will not take place. There will be no deferred
settlement of the investment amount for the Offer Shares to be subscribed by the Cornerstone
Investors pursuant to the Cornerstone Investment Agreements. For details of the Over-allotment
Option, please refer to the paragraph headed “Structure of the Global Offering — Over-allotment
Option” in this Prospectus.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
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BlackRock
Investment management subsidiaries of BlackRock, Inc. (“ BlackRock ”) have discretionary
investment management authority over BlackRock Health Sciences Term Trust, BlackRock Global
Funds — World Healthscience Fund, The 32 Capital Master Fund SPC Ltd., BlackRock Global
Equity Market Neutral Fund of BlackRock Funds, All China Opportunities Fund, Emerging Markets
Alpha Master Fund Ltd., Global Alpha Opportunities Master Fund Ltd., BLACKROCK
STRA TEGIC FUNDS — BlackRock Systematic Global Equity Absolute Return Fund, Pan Asia
Opportunities Master Fund Ltd., BLACKROCK STRA TEGIC FUNDS — BlackRock Systematic
Asia Pacific Equity Absolute Return Fund, SAE Liquidity Fund LP , BlackRock Systematic China
Absolute Return Master Fund Ltd., BlackRock Systematic Total Alpha Master Fund Ltd. and certain
separately managed accounts (as several, and not joint nor joint and several investors; each, a
“BlackRock Fund ”, and collectively the “ BlackRock Funds ”). BlackRock is listed on the New
Y ork Stock Exchange (stock code: BLK). As of March 31, 2026, the firm managed approximately
US$13.9 trillion in assets on behalf of investors worldwide. BlackRock’s shareholders’ and New
Y ork Stock Exchange’s approval are not required for BlackRock Funds’ subscription for the Offer
Shares pursuant to the Cornerstone Investment Agreement.
In addition to the conditions precedent as set out in “— Closing Conditions”, the subscription
obligation of the BlackRock Funds is subject to the respective representations, warranties,
acknowledgements, undertakings and confirmations of the Company being accurate, true and
complete in all material respects and not misleading and there being no material breach of the
Cornerstone Investment Agreement on the part of the Company. Further, the BlackRock Funds are
entitled to terminate the Cornerstone Investment Agreement in the event there is a material breach
of the Cornerstone Investment Agreement by the Company or other contracting parties or it is
prevented or delayed from performing its obligations under the Cornerstone Investment Agreement
as a result of circumstances beyond its control.
UBS AM Singapore
UBS Asset Management (Singapore) Ltd. (“ UBS AM Singapore ”), a company incorporated
in Singapore in December 1993, has entered into a Cornerstone Investment Agreement with the
Company, the Joint Sponsors and the Overall Coordinators, in its capacity as the delegate of the
investment manager on a discretionary basis for and on behalf of the following fund(s): (i) UBS
(Lux) Equity Fund — Greater China (USD); (ii) UBS (Lux) Equity Fund — China Opportunity
(USD); (iii) UBS (HK) Fund Series — China Opportunity Equity (USD); (iv) UBS (Lux) Equity
SICA V — All China (USD); (v) UBS (CAY) China A Opportunity; and (vi) Eskom Pension and
Provident Fund. To the best of UBS AM Singapore’s knowledge, no single ultimate beneficial
owner holds 30% or more interest in those funds. UBS AM Singapore is a wholly owned subsidiary
of UBS Asset Management AG, an investment management company, which is wholly ultimately
owned by UBS Group AG, which is a company organized under Swiss law as a corporation that has
issued shares of common stock to investors. UBS Group AG’s shares are listed on the SIX Swiss
Exchange (stock code: UBSG) and the New Y ork Stock Exchange (stock code: UBS).
China Venture Capital Innovation Investment Fund Co., Ltd.
China V enture Capital Innovation Investment Fund Co., Ltd. (ࠢ
ʮ̡) is a company incorporated in the PRC. China V enture Capital Innovation Investment Fund
Co., Ltd. is held by China State-owned Capital V enture Capital Fund Co., Ltd. (ᎈ
ʮ̡) as to 50% and three other shareholders each holding less than 21% equity
interests therein. All of the aforementioned four shareholders are state-owned companies. China
State-owned Capital V enture Capital Fund Co., Ltd. is held as to approximately 35.29% by Guoxin
(Shenzhen) Investment Co., Ltd. ( ਷อ(ଉέ)ʮ̡) which is wholly owned by China
Reform Holdings Corporation Ltd. (ப΂ʮ̡), a wholly-owned subsidiary of
State Council of the PRC. China State-owned Capital V enture Capital Fund Co., Ltd. has five other
CORNERSTONE INVESTORS
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shareholders, each holding less than 20% equity interests therein. Save as disclosed above, none of
the ultimate beneficial owners of China V enture Capital Innovation Investment Fund Co., Ltd. is
interested in 30% or more equity interests therein.
The Offer Shares to be allocated to China V enture Capital Innovation Investment Fund Co.,
Ltd. will be held through a wealth management service trust managed by Shanghai International
Trust Co., Ltd. (ʮ̡), a QDII product approved by the relevant PRC authority.
Mirae
Mirae Asset Securities (HK) Limited (“ Mirae Asset Securities HK ”) and Mirae Asset
Securities Co., Ltd. (“ Mirae Asset Securities ”, together with Mirae Asset Securities HK, “ Mirae ”)
have respectively entered into Cornerstone Investment Agreements with our Company.
Mirae Asset Securities HK, a wholly-owned subsidiary of Mirae Asset Securities, was
established in Hong Kong in July 2005 and is licensed by the SFC to carry on type 9 (asset
management) regulated activity. Mirae Asset Securities is one of the largest investment banks in the
Republic of Korea, providing a comprehensive range of financial services, including brokerage,
wealth management, investment banking, sales & trading, and principal investments. It is ultimately
controlled as to 33.13% by Mirae Asset Capital Co., Ltd. (“ Mirae Asset Capital ”), a financial
investment company in the Republic of Korea. Mirae Asset Securities is listed on the Korea
Exchange under stock code 006800.KS.
Mirae Asset Securities HK is the fund manager of, and subscribes for the Offer Shares on
behalf of, a discretionary fund, Mirae Asset Visionary X Fund, and Mirae Asset Securities conducts
this transaction on a proprietary basis. To the best knowledge of Mirae Asset Securities, there is no
other individual or corporate shareholder, other than Mirae Asset Capital, that holds 30% or more
interest in Mirae Asset Securities. There is no ultimate beneficial owner holding 30% or more
interest in Mirae Asset Visionary X Fund. As of December 2025, Mirae Asset Securities has equity
capital of approximately US$9.3 billion and total customer assets under management of
approximately US$415.9 billion.
HHLRA
HHLR Advisors, Ltd. (“ HHLRA ”) is an exempted company incorporated in the Cayman
Islands that acts as the investment manager of investment funds (collectively the “ HHLRA
Funds ”), which are limited partnerships formed under the laws of the Cayman Islands. There is no
individual limited partner investor who holds an economic interest of 30% or more in the HHLRA
Funds.
HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with
sustainable, forward-thinking companies across healthcare, industrial, consumer and business
services sectors. HHLRA manages capital for global institutions, including non-profit foundations,
endowments, and pensions. HHLRA is entering the cornerstone investment agreement with the
Company in its capacity as an investment manager and on behalf of the HHLRA Funds.
Deerfield
Deerfield Management Company, L.P . (“ Deerfield ”), is a Delaware limited partnership that
acts as investment manager to Deerfield Healthcare Innovations Fund II, L.P ., Deerfield Healthcare
Innovations Fund III, L.P ., Deerfield Healthcare Innovations Fund III-A, L.P . and Deerfield Private
Design Fund V , L.P . (collectively, the “ Deerfield Investor Funds ”) on a discretionary basis and
certain other investment funds. Deerfield has approximately $16.3 billion of assets under
management as of December 31, 2025. Deerfield has been a dedicated healthcare-focused
investment manager since 1994, with over 30 years of experience investing across the healthcare
sector including therapeutics, medical technologies, and healthcare services. The ultimate General
CORNERSTONE INVESTORS
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Partner of each of the Deerfield Investor Funds is Deerfield UGP , LLC, a Delaware limited liability
company controlled by Deerfield’s Managing Partner, James E. Flynn, a United States citizen. No
limited partner of Deerfield Healthcare Innovations Fund II, L.P ., Deerfield Healthcare Innovations
Fund III, L.P . and Deerfield Private Design Fund V , L.P . holds 30% or more interest therein,
respectively, while a sovereign wealth fund holds more than 30% interest in Deerfield Healthcare
Innovations Fund III-A, L.P ., with no other limited partner holding 30% or more interest therein.
Deerfield is registered as an investment adviser with the United States Securities and Exchange
Commission.
RTW Funds
RTW Master Fund, Ltd. (“ RTW Master Fund ”, a private investment fund incorporated in the
Cayman Islands), RTW Innovation Master Fund, Ltd. (“ RTW Innovation Fund ”, a private
investment fund incorporated in the Cayman Islands) and RTW Biotech Opportunities Ltd. (as the
sole shareholder of RTW Biotech Opportunities Operating Ltd.) (“ RTW Biotech ”, a publicly listed
investment fund incorporated in Guernsey, together with RTW Master Fund and RTW Innovation
Fund, the “ RTW Funds ”) are collective investment vehicles consisting of hundreds of underlying
investors that are high-net-worth individuals, institutional investors, funds of funds, etc. As of
December 31, 2025, RTW Master Fund, RTW Innovation Fund and RTW Biotech had
approximately US$4.4 billion, US$3.7 billion and US$865 million in assets under management,
respectively. As of December 31, 2025, RTW Master Fund and RTW Innovation Fund had 1,433 and
356 limited partners, respectively, none of whom owned 30% or more partnership interest in the
relevant fund. RTW Biotech is a fund listed on the London Stock Exchange (ticker code: RTW).
RTW Funds are managed by RTW Investments, LP (“ RTW Investments ”), a healthcare and
biotech investment management firm based in New Y ork. The general partner of RTW Investments
is RTW Investments GP , LLC. Rod Wong, an Independent Third Party, is the sole member of RTW
Investments GP , LLC. RTW Investments is a full life cycle investment firm supporting scientists
and entrepreneurs at any stage where it identifies opportunity, from academic programs in need of
industry sponsorship all the way to mature publicly traded companies.
Arc Avenue
Arc Avenue Asset Management Pte. Ltd. (“ Arc Avenue ”) is a fund management company
incorporated in Singapore and regulated by the Monetary Authority of Singapore (“ MAS”). It holds
an Accredited/Institutional Licensed Fund Management Company (A/I LFMC) license, authorizing
it to manage investment funds exclusively for accredited and institutional investors. It specializes
in asset management, with a primary focus on equity investment funds. Arc Avenue has a
market-renowned investment team, focusing on investments in industries such as AI, TMT,
consumer, healthcare, and advanced manufacturing, aiming to identify outstanding companies that
transform industry business models and the most forward-thinking entrepreneurs through in-depth
industry analysis and accurate grasp of emerging technology and consumer trends.
Arc Avenue will subscribe for the Offer Shares as cornerstone investor in its capacity as the
discretionary investment managers of Enreal China Master Fund and Forreal China V alue Fund
under its management. These two funds pursue investment opportunities in the Greater China
market, primarily through equities listed in Hong Kong and Chinese Mainland, as well as ADRs.
The ultimate beneficial owner of Enreal China Master Fund and Forreal China V alue Fund holding
30% or more of its interest is a global institutional investor with several hundred billion US dollar
of assets under management rather than an individual investor.
Huadeng Technology
Huadeng Technology Piovt V entures Ltd (“ Huadeng Technology ”) is a company incorporated
in the British Virgin Islands. Huadeng Technology and its affiliates have a solid industrial and
investment background in the semiconductor and AI industries. There is no shareholder holding
30% or more of the shareholding interests in Huadeng Technology.
CORNERSTONE INVESTORS
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Isometry Global
Isometry Global Master Fund, L.P . (“ Isometry Global ”) is a private investment fund managed
on a discretionary basis by Isometry Capital, LLC (“ Isometry Capital ”) – a global investment
management firm incorporated in the United States and regulated by the US Securities and
Exchange Commission. The only ultimate beneficial owner of Isometry Capital holding 30% or
more of its interest is Suhaib Jamjoom, the Co-founder and Chief Investment Officer of Isometry
Capital. The only ultimate beneficial owner of Isometry Global holding 30% or more of its interest
is a large sovereign wealth fund with several hundred billion USD of assets under management
rather than an individual investor.
GF Fund
GF Fund Management Co., Ltd. (“ GF Fund Management ”) and GF International Investment
Management Limited (ʮ̡)( “ GF Fund HK ”, together with GF Fund
Management, “ GF Fund ”) have respectively entered into Cornerstone Investment Agreements with
our Company.
GF Fund Management was established on August 5, 2003. As of December 31, 2025, its assets
under management exceeded RMB2 trillion. It offers a comprehensive range of product offerings,
covering active equity, bonds, money market, overseas investments, passive investments, FOF, and
quantitative hedging, among others, to meet the diversified investment needs of domestic and
international clients. The controlling shareholder of GF Fund Management is GF Securities Co.,
Ltd. (“ GF Securities ”), a company limited by shares listed on the Stock Exchange (stock code:
1776) and the Shenzhen Stock Exchange (stock code: 000776), holding a 54.53% equity interest in
GF Fund Management. Apart from GF Securities, no other shareholder holds 30% or more of the
equity in GF Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central
entity number of its Hong Kong Securities and Futures Commission license: AXL121) was
incorporated in Hong Kong in December 2010. It is licensed by the SFC to carry on Type 1 (dealing
in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities
in Hong Kong. GF Fund HK serves as the global investment and business platform for its parent
company, GF Fund Management. Acting as GF Fund Management’s overseas window company, GF
Fund HK strategically connects the Chinese and overseas markets. Leveraging the investment and
research capabilities of GF Fund Management and its competitive advantages in the overseas
market, GF Fund HK provides comprehensive and high-quality services to its clients.
GF Fund Management and GF Fund HK will subscribe for the Offer Shares as cornerstone
investors in their capacity as the discretionary investment managers of certain funds under their
management. To the best knowledge of GF Fund Management and GF Fund HK, each fund is an
Independent Third Party, and no ultimate beneficial owner holds 30% or more of the interest.
ICBCUBS Entities
ICBC UBS Asset Management Co., Ltd. (“ ICBCUBS ”) and ICBC UBS Asset Management
(International) Company Limited (“ ICBCUBSI ”, together with ICBCUBS, “ ICBCUBS Entities ”)
have respectively entered into Cornerstone Investment Agreements with our Company.
ICBCUBS is China’s first joint-venture fund management company directly established and
controlled by a state-owned commercial bank. It was founded on June 21, 2005, and is
headquartered at Xinsheng Tower, No. 5 Jinrong Street, Xicheng District, Beijing. ICBCUBS was
jointly established by the Industrial and Commercial Bank of China (80%) and UBS (20%) with a
registered capital of RMB0.2 billion. It holds licenses for a wide range of business activities,
including public mutual funds, QDII, and corporate pension plans, and is one of the few “fully
licensed” fund management companies in the industry. As of December 31, 2025, ICBCUBS
CORNERSTONE INVESTORS
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(including its subsidiaries) managed 272 publicly offered funds with total assets under management
of RMB2.37 trillion. It leads the industry in assets under management for pension funds, with an
investment research team comprising 230 professionals, each averaging 12 years of industry
experience.
With respect to this cornerstone investment, ICBCUBS will, through qualified domestic
institutional investors, subscribe for and hold the relevant number of Offer Shares pursuant to the
cornerstone investment agreement. The investment funds of ICBCUBS in the Company are
allocated from ICBCUBS New Economy Flexible Allocation Hybrid Securities Investment Fund
(QDII) (“ ICBCUBS New Economy Fund ”) and ICBCUBS Hongkong Mid/Small-Cap Equity Fund
(QDII)(“ ICBCUBS Hongkong Mid/Small-Cap Equity Fund ”). According to ICBCUBS New
Economy Fund’s 2025 annual report, it has more than 10,087 holders. According to ICBCUBS
Hongkong Mid/Small-Cap Equity Fund’s 2025 annual report, it has more than 13,063 holders. None
of the individual holder of each of ICBCUBS New Economy Fund and ICBCUBS Hongkong
Mid/Small-Cap Equity Fund holds 30% or more interests therein.
ICBCUBSI is licensed by the Securities and Futures Commission of Hong Kong to conduct
Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management)
regulated activities. ICBCUBSI is incorporated in Hong Kong and wholly owned by ICBCUBS. As
confirmed by ICBCUBSI, the ultimate beneficial owner of the discretionary account participating
in this cornerstone investment under the management of ICBCUBSI is an Independent Third Party.
China AMC (HK)
China Asset Management (Hong Kong) Limited (ږ(ಥ)ʮ̡)( “ China AMC
(HK) ”) is a wholly-owned subsidiary of China Asset Management Co., Ltd., (“ China AMC ”),
which is owned as to 62.2% by CITIC Securities Company Limited (a company listed on the
Shanghai Stock Exchange (stock code 600030) and on the Stock Exchange (stock code 6030)). Save
for CITIC Securities Company Limited, no other shareholder holds 30% or more equity interests in
China AMC. As a top Chinese fund management company in Hong Kong, China AMC (HK) is
committed to developing offshore and cross-border asset management businesses by leveraging the
expertise of its experienced investment and research teams and its shareholder companies’
resources, services and connections in Chinese Mainland. China AMC provides a full range of
services to retail and institutional investors home and abroad, covering equity, fixed income, money
markets, etc. With more than RMB3.03 trillion in assets under management (including that of
subsidiaries) as of June 30, 2025, it is one of the largest asset managers in China. China AMC
provides services to National Social Security Fund, corporate pensions, separate accounts,
sovereign funds in Europe, America, and Asia, central banks, pensions, banks, asset managers,
securities companies and other overseas institutional clients. China AMC (HK) will hold the Offer
Shares subscribed through the Cornerstone Placing on behalf of funds managed by it on a
discretionary basis. No single beneficial owner holds 30% or more interest in any of the underlying
funds of China AMC (HK). To the best knowledge of China AMC (HK), the underlying investors
of such funds are Independent Third Parties.
Given that (i) CLSA Limited, one of the Overall Coordinators and Underwriters of the Global
Offering, is an indirect wholly-owned subsidiary of CITIC Securities Company Limited; and (ii)
China AMC, as a member of the same group of companies as CLSA Limited, China AMC (HK) is
a “connected client” of CLSA Limited for the purpose of paragraph 1B of Appendix F1 to the
Listing Rules. The Company has applied to the Stock Exchange for, and the Stock Exchange has
granted, its consent under paragraph 1C(1) of Appendix F1 to the Listing Rules to permit us to
allocate the Offer Shares to China AMC (HK). See “Waivers.”
CORNERSTONE INVESTORS
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Fullgoal Fund
Fullgoal Fund Management Co., Ltd. (“ Fullgoal Fund ”) is a fund management company
established in China in April 1999, and is one of the first ten fund management companies
authorized by the CSRC and other regulatory authorities to obtain full licenses to provide asset
management services in the PRC. Fullgoal Fund has a registered capital of RMB520 million and its
main scope of business includes the provision of traditional fund management services, fund
raising, fund sale and asset management solutions to both domestic and overseas clients. Fullgoal
Fund is a QDII approved by the relevant PRC authority and is also the first fund management
company with foreign equity participation among the first ten fund management companies in
China. The relevant funds proposed to subscribe for the Offer Shares under the management of
Fullgoal Fund on a discretionary basis are open-ended publicly raised securities investment funds
registered with the CSRC.
The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷इऎஷ
ʮ̡) holding 27.775% in Fullgoal Fund; (ii) Shenwan Hongyuan Securities Co., Ltd.
(ʮ̡) holding 27.775% in Fullgoal Fund; (iii) Bank of Montreal holding
27.775% in Fullgoal Fund, and (iv) Shandong Financial Asset Management Co., Ltd. (ፄ
ʮ̡), holding 16.675% in Fullgoal Fund.
Lake Bleu
Lake Bleu Prime Healthcare Master Fund Limited (“ Lake Bleu Prime ”) is a long-bias public
equity fund that concentrates on the Asia/Greater market. The fund primarily invests in publicly
traded equities across various sectors, including healthcare, as well as other industries. Recently,
Lake Bleu Prime acts as a cornerstone investor for GenFleet Therapeutics (stock code 2595),
Duality Biotherapeutics, Inc. (stock code 9606), Joinn Laboratories (stock code 6127), JD Health
International Inc. (stock code 6618), MicroPort CardioFlow Medtech Corporation (stock code
2160), Akeso, Inc. (stock code 9926), Pharmaron Beijing Co., Ltd. (stock code 3759), RemeGen
Co., Ltd. (stock code 9995), Hygeia Healthcare Holdings Co., Limited (stock code 6078), and
Kangji Medical Holdings Limited (stock code 9997). Lake Bleu Prime is dedicated to assisting its
portfolio companies with value-added initiatives and has successfully supported numerous
companies in achieving this goal.
Lake Bleu Innovation Healthcare Master Fund Limited (“ Lake Bleu Innovation ”) is a
long-bias public equity fund that concentrates on the Asia/Greater market. The fund primarily
invests in publicly traded equities across various sectors, including healthcare, as well as other
industries. Lake Bleu Innovation is dedicated to assisting its portfolio companies with value-added
initiatives and has successfully supported numerous companies in achieving this goal.
LBC HK Opportunity Fund Limited (“ LBC HK Opportunity ”, together with Lake Bleu
Prime and Lake Bleu Innovation, “ Lake Bleu ”) is a long-bias fund that primarily invests in publicly
traded equities across various sectors, including healthcare, as well as other industries in Hong
Kong market.
Each of Lake Bleu Prime, Lake Bleu Innovation and LBC HK Opportunity is managed by
Lake Bleu Capital (Hong Kong) Limited (“ Lake Bleu Capital ”) on a discretionary basis. There is
no ultimate beneficial owner holding 30% or more interest in each of Lake Bleu Prime, Lake Bleu
Innovation and LBC HK Opportunity. Bin LI, an Independent Third Party, is the ultimate beneficial
owner of Lake Bleu Capital. Lake Bleu Capital is also licensed by the SFC to carry out type 9
regulated activities.
Sage Partners
Sage Partners Master Fund (“ Sage Partners ”) is an exempted company with limited liability
incorporated in the Cayman Islands. It is managed by Sage Partners Limited, a Hong Kong
incorporated SFC Type 9 licensed investment management company established in 2019. The
ultimate beneficial owner of Sage Partners Limited is Mr. Wang Fei. Sage Partners is a discretionary
fund and it primarily focuses on investment opportunities in the healthcare and emerging
technologies by deploying a long-term fundamental-based approach. None of the investors in Sage
Partners holds 30% or more of its interest.
CORNERSTONE INVESTORS
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ICBC Wealth Management
ICBC Wealth Management Co., Ltd. (“ ICBC Wealth Management ”) was officially
established in Beijing in May 2019 with a registered capital of RMB16 billion). It is a
wholly-owned subsidiary of Industrial and Commercial Bank of China Limited (A-share stock code:
601398, H-share stock code: 1398). The business scope of ICBC Wealth Management covers: public
offering of wealth management products to the general public, investment and management of
properties entrusted by investors; private placement of wealth management products to qualified
investors, investment and management of properties entrusted by investors; advisory service on
asset and wealth management; and other businesses approved by the banking supervisory
authorities of the State Council.
As confirmed by ICBC Wealth Management, the subscription of the Offer Shares as a
Cornerstone Investor will be made by ICBC Wealth Management in its capacity as the investment
manager of certain wealth management products under its discretionary management, and no single
ultimate beneficial owner holds 30% or more interests in such products.
ORIX Asia AM
Lazurite Hime L.P . (the “ Lazurite Hime ”), being the Cornerstone Investor participating in the
Cornerstone Placing, is a Cayman Islands Exempted Limited Partnership registered as a private
fund with the Cayman Islands Monetary Authority. No single ultimate beneficial owner holds 30%
or more interest in Lazurite Hime. Akoya Hime Investment Limited is a Cayman Islands exempted
company and acts as general partner of Lazurite Hime. Akoya Hime Investment Limited’s
controlling shareholder is ORIX Corporation (TYO: 8591, NYSE: IX). ORIX Corporation has JPY
74 trillion of assets under management. ORIX Asia Asset Management Limited (“ ORIX Asia
AM”), acts as the investment manager on a discretionary basis of Lazurite Hime.
ORIX Asia AM is a key investment management platform for ORIX Corporation in the
Asia-Pacific Region. ORIX Group (ORIX Corporation: TYO: 8591, NYSE: IX) was established in
1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique
corporate group. Today, it is active around the world in financing and investment, life insurance,
banking, asset management, real estate, concession, environment and energy, automobile-related
services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971,
ORIX Group has grown its business globally and now operates in around 30 countries and regions
across the world.
The table below sets forth details of the Cornerstone Placing:
Based on the Offer Price of HK$10.50
Cornerstone Investor
Investment
Amount 1
Number of Offer
Shares (rounded
down to nearest
whole board lot
of 500 H Shares)
Approximate % of total
number of Offer Shares
Approximate % of H Shares
in issue immediately
following the completion of
the Global Offering
Approximate % of total
Shares in issue immediately
following the completion of
the Global Offering
Assuming
the Over-
allotment
Option is
not
exercised
Assuming
the Over-
allotment
Option is
fully
exercised
Assuming
the Over-
allotment
Option is
not
exercised
Assuming
the Over-
allotment
Option is
fully
exercised
Assuming
the Over-
allotment
Option is
not
exercised
Assuming
the Over-
allotment
Option is
fully
exercised
($U.S. in
millions)
BlackRock /H1118/H1118/H1118/H1118/H111850.0 37,304,500 18.54% 16.12% 3.54% 3.44% 3.24% 3.15%
UBS AM
Singapore /H1118/H1118/H1118/H111815.0 11,191,000 5.56% 4.84% 1.06% 1.03% 0.97% 0.95%
CORNERSTONE INVESTORS
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Cornerstone Investor
Investment
Amount 1
Number of Offer
Shares (rounded
down to nearest
whole board lot
of 500 H Shares)
Approximate % of total
number of Offer Shares
Approximate % of H Shares
in issue immediately
following the completion of
the Global Offering
Approximate % of total
Shares in issue immediately
following the completion of
the Global Offering
Assuming
the Over-
allotment
Option is
not
exercised
Assuming
the Over-
allotment
Option is
fully
exercised
Assuming
the Over-
allotment
Option is
not
exercised
Assuming
the Over-
allotment
Option is
fully
exercised
Assuming
the Over-
allotment
Option is
not
exercised
Assuming
the Over-
allotment
Option is
fully
exercised
($U.S. in
millions)
China Venture
Capital
Innovation
Investment Fund
Co., Ltd. /H1118/H1118/H1118/H111810.0 7,460,500 3.71% 3.22% 0.71% 0.69% 0.65% 0.63%
Mirae /H1118/H1118/H1118/H1118/H1118/H1118/H11188.0 5,968,500 2.97% 2.58% 0.57% 0.55% 0.52% 0.50%
HHLRA /H1118/H1118/H1118/H1118/H1118/H11188.0 5,968,500 2.97% 2.58% 0.57% 0.55% 0.52% 0.50%
Deerfield /H1118/H1118/H1118/H1118/H1118/H11185.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
RTW Funds /H1118/H1118/H1118/H11185.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
Arc Avenue /H1118/H1118/H1118/H11185.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
Huadeng
Technology /H1118/H1118/H1118 5.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
Isometry Global /H1118/H1118 5.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
GF Fund /H1118/H1118/H1118/H1118/H1118/H11185.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
ICBCUBS Entities /H1118 5.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
China AMC (HK) /H1118 5.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
Fullgoal Fund /H1118/H1118/H1118 5.0 3,730,000 1.85% 1.61% 0.35% 0.34% 0.32% 0.32%
Lake Bleu /H1118/H1118/H1118/H1118/H11184.0 2,984,000 1.48% 1.29% 0.28% 0.28% 0.26% 0.25%
Sage Partners /H1118/H1118/H1118 4.0 2,984,000 1.48% 1.29% 0.28% 0.28% 0.26% 0.25%
ICBC Wealth
Management /H1118/H1118 2.0 1,492,000 0.74% 0.64% 0.14% 0.14% 0.13% 0.13%
ORIX Asia AM /H1118/H1118 2.0 1,492,000 0.74% 0.64% 0.14% 0.14% 0.13% 0.13%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148 110,415,000 54.87% 47.71% 10.49% 10.19% 9.58% 9.34%
Notes:
1. The investment amount is exclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee. The calculations are for illustration purposes based on the exchange rate as disclosed in this Prospectus,
the number of Offer Shares to be subscribed by the Cornerstone Investors are subject to the exchange rate to be
determined in accordance with the relevant Cornerstone Investment Agreements.
2. Any discrepancies in the tables above between the amounts identified as total amounts and the sum of the amounts
listed therein are due to rounding.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares (including those
to be subscribed through QDIIs) under the respective Cornerstone Investment Agreement is subject
to, among other things, the following closing conditions:
(a) the Underwriting Agreements for the Hong Kong Public Offering and the International
Offering being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied by
agreement of the parties thereto) by no later than the time and date as specified in the
Underwriting Agreements, and neither of the Underwriting Agreements having been
terminated;
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;
(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) in respect of certain Cornerstone Investment Agreement(s), 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;
(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 GLOBAL OFFERING
As of the Latest Practicable Date, the registered capital of our Company was RMB95,128,485,
comprising 95,128,485 Unlisted Shares of nominal value RMB1.0 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following completion of the Global Offering, the Share Subdivision and
conversion of certain Unlisted Shares into H Shares, assuming the Presumptions, the share capital
of our Company will be as follows:
Description of Shares
Number of
Shares (assuming
the Over-
allotment Option
is not exercised)
Approximate
percentage to
total share
capital (assuming
the Over-
allotment Option
is not exercised)
Number of
Shares
(assuming the
Over-allotment
Option is fully
exercised)
Approximate
percentage to
total share
capital (assuming
the Over-
allotment Option
is fully exercised)
(%) (%)
Unlisted Shares in issue /H1118 99,587,739 8.64 99,587,739 8.42
H Shares converted from
Unlisted Shares /H1118/H1118/H1118/H1118/H1118851,697,111 73.90 851,697,111 72.01
H Shares to be issued
under the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,229,000 17.46 231,413,000 19.57
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,152,513,850 100.00 1,182,697,850 100.00
OUR SHARES
The H Shares in issue following the completion of the Global Offering and the Unlisted Shares
are ordinary Shares in the share capital of our Company, and are considered as one class of Shares.
However, apart from certain qualified domestic institutional investors in the PRC, qualified PRC
investors under the Shanghai-Hong Kong stock exchanges connectivity mechanism (Shanghai-
Hong Kong Stock Connect) and the Shenzhen-Hong Kong stock exchanges connectivity mechanism
(Shenzhen-Hong Kong Stock Connect) and other persons entitled to hold H Shares pursuant to the
relevant PRC laws and regulations or upon approval by any competent authorities, H Shares
generally may not be subscribed for by, or traded between, legal or natural persons of the PRC.
RANKING
Unlisted Shares and H Shares are regarded as one class of Shares under our Articles of
Association and 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.
Dividends in respect of our Shares may be paid by us in Hong Kong dollars or Renminbi. In addition
to cash, dividends may be distributed in the form of Shares.
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
Upon completion of the Global Offering, our Unlisted Shares are not listed or traded on any
stock exchange. The holders of our Unlisted Shares may convert their Shares into H Shares
provided such conversion shall have gone through any requisite internal approval process and
complied with the regulations prescribed by the securities regulatory authorities of the State
Council and the regulations, requirements and procedures prescribed by the overseas stock
SHARE CAPITAL
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--- page 252 ---
exchange(s) and have been approved by the securities regulatory authorities of the State Council,
including the CSRC. The listing of such converted Shares on the Hong Kong Stock Exchange will
also require the approval of the Hong Kong Stock Exchange.
Based on the procedures for the conversion of our Unlisted Shares into H Shares as disclosed
in this section, we can apply for the listing of all or any portion of our Unlisted Shares on the Hong
Kong Stock Exchange as H Shares in advance of any proposed conversion to ensure that the
conversion process can be completed promptly upon notice to the Hong Kong Stock Exchange and
delivery of Shares for entry on the H Share register. As any listing of additional Shares after our
initial listing on the Hong Kong Stock Exchange is ordinarily considered by the Hong Kong Stock
Exchange to be a purely administrative matter, it will not require such prior application for listing
at the time of our initial listing in Hong Kong.
No class Shareholder voting is required for the listing and trading of the converted Shares on
the Hong Kong Stock Exchange. Any application for listing of the converted Shares on the Hong
Kong Stock Exchange after our initial listing is subject to prior notification by way of
announcement to inform Shareholders and the public of such proposed conversion.
After all the requisite approvals have been obtained, the following procedures will need to be
completed: the relevant Unlisted Shares will be withdrawn from the Share register and we will
re-register such Shares on our H Share register maintained in Hong Kong and instruct the H Share
Registrar to issue H Share certificates. Registration on our H Share register will be on the condition
that (a) our H Share Registrar lodges with the Hong Kong Stock Exchange a letter confirming the
proper entry of the relevant H Shares on the H Share register of members and the due dispatch of
H Share certificates and (b) the admission of the H Shares to trade on the Hong Kong Stock
Exchange will comply with the Listing Rules and the General Rules of HKSCC and the HKSCC
Operational Procedures in force from time to time. Until the converted Shares are re-registered on
our H Share register, such Shares would not be listed as H Shares.
Please refer to “Risk Factors — Risks Related to the Global Offering — The actual or
perceived sale or availability for sale of substantial amounts of our H Shares, especially by our
Directors and/or existing Shareholders, could adversely affect the market price of our H Shares.”
TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within one year from the Listing Date. For details of the lock-up undertaking given by
our Single Largest Group of Shareholders pursuant to Rule 10.07 of the Listing Rules see
“Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering —
Undertakings Pursuant to the Hong Kong Underwriting Agreement — Undertakings by the Single
Largest Group of Shareholders.”
REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Notice of Centralized Registration and Deposit of Non-overseas Listed
Shares of Companies Listed on an Overseas Stock Exchange (΅ණ
ٝissued by the CSRC, our Company is required to register and deposit
our Shares that are not listed on the overseas stock exchange with the China Securities Depository
and Clearing Corporation Limited within 15 business days upon the Listing and provide a written
report to the CSRC regarding the centralized registration and deposit of our Shares that are not
listed on the overseas stock exchange as well as the offering and listing of our H Shares.
EMPLOYEE INCENTIVE SCHEMES
We adopted four Employee Incentive Schemes. For the details of the Employee Incentive
Schemes, see “Appendix V — Statutory and General Information — Further Information about Our
Directors, Senior Management and Substantial Shareholders — 5. Employee Incentive Schemes.”
SHARE CAPITAL
– 244 –


--- page 253 ---
Y ou should read the following discussion and analysis in conjunction with our
consolidated financial statements together with the accompanying notes as set forth in the
Accountant’s Report in Appendix I to this Prospectus. Our consolidated financial
statements have been prepared in accordance with IFRS, which may differ in certain
aspects from generally accepted accounting principles in other jurisdictions. Y ou should
read the entire Accountant’s Report and not merely rely on the information contained in
this section.
The following discussion and analysis contains 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, many of which we cannot control or foresee. In
evaluating our business, you should carefully consider all of the information provided in
this Prospectus, including the sections headed “Risk Factors” and “Business.”
For the purposes of this section, unless the context otherwise requires, references to
the years of 2023, 2024 and 2025 refer to our fiscal years ended December 31 of such years,
respectively.
OVERVIEW
We are a pioneer in AI-empowered nanomaterial innovation, dedicated to the delivery and
application of functional payloads across life forms. The foundation of our AI-driven nanomaterial
platform technology is NanoForge, a suite of proprietary and synergistic technologies that include
our extensive de novo lipid library, AI foundational models, METiS AI Agent, quantum chemistry
and molecular dynamics simulations, and AI-driven high-throughput platforms. Building upon this
foundation, we have developed three specialized solution platforms (i.e., AiTEM, AiLNP and
AiRNA platforms) that simulate, predict, and interpret nanoscale interactions, enabling the rational
design, optimization, and validation of advanced nanomaterials and their associated payloads. By
advancing AI-enabled nanotechnology, we are committed to a healthier world.
We adopt a dual-pathway business model to maximize the commercial value of our solution
platforms. This model combines (i) strategic platform-based collaborations offering delivery
systems, lipid libraries, and discovery solutions to external partners, and (ii) product partnerships
for advancing our in-house pipeline through licensing, co-development, or commercialization.
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with all applicable IFRS
Accounting Standards issued by the International Accounting Standards Board. The historical
financial information has been prepared under the historical cost convention, as modified by the
revaluation of financial assets and financial liabilities at fair value through profit or loss, and
financial assets at fair value through profit or loss (“FVPL”).
The preparation of the historical financial information in conformity with IFRS Accounting
Standards requires the use of certain critical accounting estimates. It also requires management to
exercise its judgment in the process of applying our accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions and estimates are significant
to the historical financial information are disclosed in Note 4 to the Accountant’s Report included
in Appendix I to this Prospectus.
FINANCIAL INFORMATION
– 245 –


--- page 254 ---
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and are expected to continue to be, materially affected
by a number of factors, including the following:
The Evolving Markets in Which We Operate
We operate at the intersection of rapidly advancing, technology-driven sectors, including
artificial intelligence and nanomaterials, which are reshaping drug delivery, therapeutic innovation
and material science. According to Frost & Sullivan, global spending on AI-powered
pharmaceutical R&D increased from US$5.4 billion in 2020 to US$13.7 billion in 2024,
representing a CAGR of 26.1%, and is projected to reach US$123.9 billion by 2035, reflecting a
CAGR of 22.2% from 2024 to 2035. In parallel, the global nano-based drug market is expected to
grow at a CAGR of 9.2% from 2024 to 2035, reaching US$585.4 billion by 2035. We seek to capture
growth across these expanding markets by leveraging our proprietary AI-enabled nanomaterial
platform, which supports applications across human health, animal health and other adjacent
industries. For further discussion, see “Industry Overview.”
Our Technological Innovation Capabilities
We operate in industries characterized by rapid technological change, making continuous
innovation critical to maintaining competitiveness. We have invested significantly in R&D to
enhance our NanoForge platform, METiS solution suite and organ-specific delivery programs.
These efforts include AI-driven lipid nanoparticle and mRNA design platforms, closed-loop wet-lab
and computational optimization systems, and proprietary models supporting protein and antibody
design. Our R&D expenses were RMB290.5 million, RMB274.0 million and RMB269.8 million in
2023, 2024 and 2025, respectively, representing approximately 72.5%, 72.2% and 55.2% of total
operating expenditure. While continued investment may affect short-term results, it is essential to
sustaining long-term growth.
Our Ability to Retain and Expand Our Customer and Collaborator Base
Our performance depends on the scale, quality and diversity of our customers and
collaborators. We have established collaborations with over 30 global pharmaceutical and
biotechnology companies through flexible engagement models, generating revenue from research
service fees, upfront option payments and, subject to further progress, milestone payments and
royalties. Once validated, our delivery platforms often become reusable foundations for multiple
partner programs, enhancing retention and long-term value. We continue to expand a broader
collaborative ecosystem with pharmaceutical companies, academic institutions and medical centers,
and may pursue strategic partnerships, joint ventures or selective M&A to strengthen our global
presence and commercial reach.
Our Ability to Continue to Generate New Drug Candidates Leveraging Our Specialized
Solution Platforms and to Advance Our Drug Pipeline
Our business performance depends on our ability to continuously generate new drug
candidates using our proprietary AI-enabled platforms and advance our pipeline through preclinical
and clinical development. Since inception, we have built a diversified pipeline spanning multiple
therapeutic areas, organ targets and delivery modalities. As of the Latest Practicable Date, we had
over 10 pipeline products, comprising a few discovery-stage pipeline candidates, one pre-NDA
product, 4 pre-clinical candidates, 3 clinical-stage products, and 2 animal health products. We plan
to advance selected programs internally while pursuing partnership or out-licensing opportunities
on a program-by-program basis. Progression into later clinical stages is expected to increase R&D
expenditure and materially affect financial results, and any delays or failures in development or
regulatory approvals could adversely impact our performance.
FINANCIAL INFORMATION
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Our Ability to Expand into High-Value Adjacent Industries
Our growth prospects may also be affected by our ability to expand into adjacent high-value
industries beyond human therapeutics, including animal health, pet longevity and material
innovation. Our platform’s cross-sector applicability, including the potential of lead candidates such
as PTS-101 in animal health, supports diversification of applications and revenue streams. While
such expansion may lead to short-term financial fluctuations, we expect it to support long-term
growth and broader validation of our technologies.
MATERIAL ACCOUNTING POLICY INFORMATION AND CRITICAL ESTIMATES AND
JUDGMENT
Some of our accounting policies require us to apply estimates, assumptions, and complex
judgments related to accounting items. These estimates, assumptions and judgments have a
significant impact on our financial position and results of operations. During the Track Record
Period, there has not been any material deviation from our management’s estimates or assumptions
and actual results, and we have not made any material changes to these estimates or assumptions.
We do not expect any material changes to these estimates and assumptions in the foreseeable future.
Below are accounting policies that we believe are of critical importance to us or involve the
most significant estimates, assumptions and judgments used in the preparation of our financial
statements. For a better understanding of our financial condition and results of operations, we have
set forth our material accounting policy information and significant accounting judgment and
estimates in Note 4 to the Accountant’s Report included in Appendix I to this Prospectus.
Revenue
We recognise revenue when (or as) a performance obligation is satisfied, i.e., when control of
the goods or services underlying the particular performance obligation is transferred to the
customer. At contract inception, we assess the goods or services promised within each contract and
determine those that are performance obligations and assess whether each promised good or service
is distinct. Further details are included in Note 6 to the Accountant’s Report included in Appendix
I to this Prospectus.
Fair Value of Convertible Loan
We have engaged an independent valuer to determine the fair value of convertible loans that
are not traded in an active market by using valuation techniques. The Group applied the back-solve
method and discounted cash flow approach to determine the underlying equity value of our
Company and adopted the scenario analysis method to determine the fair value of the convertible
loan. Key assumptions such as risk free interest rate and discount rate are disclosed in Note 29 to
the Accountant’s Report included in Appendix I to this Prospectus.
Share-based Payment Expenses
We have granted share options and share awards to our employees. We have engaged an
independent valuer to determine the fair value of the options and awards granted to employees,
which is expensed over the vesting periods. Unobservable inputs such as the risk-free interest rate,
volatility and dividend yield, etc. are used in determining the fair value of the share-based
compensations. Further details are included in Note 26 to the Accountant’s Report included in
Appendix I to this Prospectus.
FINANCIAL INFORMATION
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Impairment of Investment Property and Property, Plant and Equipment
Investment property and property, plant and equipment are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised in profit and loss if the carrying amount of an asset, or the
cash-generating unit to which it belongs, exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs of disposal (“FVLCD”) and value-in-use (“VIU”).
Judgment is required to determine key assumptions adopted in the valuation models for impairment
review purpose. Furter details are included in Note 17 to the Accountant’s Report included in
Appendix I to this Prospectus.
DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated statements of profit or loss for
the periods indicated.
For the year ended December 31,
2023 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/H11189,338 1,482 105,000
Cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,753) (659) (1,913)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,585 823 103,087
Research and development expenses /H1118/H1118/H1118/H1118(290,463) (274,001) (269,809)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(85,473) (90,565) (196,045)
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,781) (14,750) (22,857)
Other income/(expense) – net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(53,881) 14,941 19,934
Other (losses)/gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(393) 6,262 4,083
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(449,406) (357,290) (361,607)
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,405 14,734 13,207
Finance expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,374) (156,634) (43,313)
Finance income/(costs) – net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,969) (141,900) (30,106)
Fair value changes of convertible loan /H1118/H1118 (60,551) – –
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,926) (499,190) (391,713)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) (8) (123)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,928) (499,198) (391,836)
Non-IFRS Measure
To supplement our consolidated financial statements, we also use adjusted net loss (a
non-IFRS measure) as additional financial measure, which is not required by, or presented in
accordance with IFRS Accounting Standards. We believe this non-IFRS Accounting Standards
measure facilitates comparisons of operating performance from period to period and provides useful
information to investors and others in understanding and evaluating our consolidated results of
operations in the same manner as they help our management. However, our presentation of adjusted
net loss (a non-IFRS measure) may not be comparable to similarly titled measures presented by
other companies. The use of this non-IFRS measure as an analytical tool has limitations, and you
should not consider it in isolation from, or as a substitute for an analysis of, our results of operations
or financial condition as reported under IFRS Accounting Standards.
FINANCIAL INFORMATION
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We define adjusted net loss (a non-IFRS measure) as loss for the year adjusted by adding back
(i) interest expense on redemption liabilities, (ii) fair value changes of convertible loan, (iii) finance
charges paid for issuance of convertible loan, and (iv) share-based compensation. The following
table reconciles our adjusted net loss (a non-IFRS measure) for the years presented in accordance
with IFRS Accounting Standards, which is loss for the year.
For the year ended December 31,
2023 2024 2025
RMB RMB RMB
(in thousands, except percentages)
Reconciliation of net loss to adjusted
net loss (non-IFRS measure)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,928) (499,198) (391,836)
Add:
Interest expense on redemption
liabilities (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,739 165,710 27,925
Fair value changes of convertible
loan (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,551 – –
Finance charges paid for issuance of
convertible loan (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,716 – –
Share-based compensation (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,905 93,889 183,739
Adjusted net loss (non-IFRS measure) /H1118 (347,017) (239,599) (180,172)
Notes:
(1) Interest expenses on redemption liabilities are non-cash expenses arising from the redeemable preferred shares
issued in connection with our historical equity investments. Interest expenses on redemption liabilities are not
expected to result in future cash payments.
(2) Fair value changes of and finance charges paid for issuance of convertible loan have ceased from charging
since 2023, as all convertible loans have been converted into the relevant equity interest of the Company in
2023.
(3) Share-based payment is a non-cash expense arising from granting share-based awards to selected employees.
Share-based payment is not expected to result in future cash payments.
Revenue
During the Track Record Period, we derived revenue from (i) providing our research and
development services as pilot commercialization activities and (ii) providing customers access to
our in vivo testing and animal experiment capabilities.
The following table sets forth the breakdown of our revenue, in an absolute amount and as a
percentage of our total revenue, for the periods indicated.
For the year ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except percentages)
Type of revenue
Revenue from collaboration
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,036 96.8 371 25.0 103,646 98.7
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302 3.2 1,111 75.0 1,354 1.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,338 100.0 1,482 100.0 105,000 100.0
FINANCIAL INFORMATION
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Revenue from Collaboration Agreements
We generate revenue from collaboration agreements by supporting our partners with our
proprietary AI-driven platforms, including AiLNP , AiTEM, and AiRNA. However, during the Track
Record Period, our primary focus remained on advancing and validating our NanoForge platform
and core technologies, rather than pursuing broad commercialization. As such, the revenue we
recorded from R&D services during this period was reflective of early-stage collaboration activities
aimed at demonstrating the capabilities and potential applications of our nanotechnologies. These
initial revenues represents our preliminary commercialization efforts as we are still at the early
stages of validating our AI-empowered nanotechnology platform and building a foundation for
future scale-up and monetization. In particular, during the earlier stage of the Track Record Period,
our revenue generated from providing our research and development services as pilot
commercialization activities mainly refers to the contract research projects/services, which
primarily consist of CRO-like, project-based research services of relatively low value. Such
services are typically customized in scope, exploratory in nature, and non-recurring, and are
conducted mainly to support early-stage research collaboration and platform validation. In contrast,
our Specialist Technology Products would enable us to generate both delivery solution-based
partnership revenue and product-based partnership revenue. Such Specialist Technology Products
are intended to be commercialized in a more scalable and repeatable manner through technology
partnerships, licensing and asset out-licensing arrangements, and constitute the foundation of our
long-term commercialization strategy.
Others
During the Track Record Period, our other revenue was primarily derived from ancillary
technical services related to research and development activities, such as providing customers
access to our in vivo testing and animal experiment capabilities. These services were offered as part
of our strategy to enhance operational efficiency and optimize the utilization of our R&D facilities.
However, generating revenue from such activities is not our core business focus and does not reflect
our primary commercialization strategy.
For detailed discussion of our revenue composition and detailed discussion of revenue
recognition policy, please refer to Note 6 to the Accountant’s Report included in Appendix I to this
Prospectus.
Operating Data
During the Track Record Period, we primarily focused on the development and refinement of
our AI-driven nanomaterial platforms, with only preliminary exploration of the commercialization
of our Specialized Technology Products. During this period, we were also assessing and
establishing appropriate business models to support our long-term strategic development. As our
platforms reached a more mature stage, we began to enter into four research collaboration
agreements and one out-licensing agreement starting from July 2025.
The table below sets forth the number of contracts which generated revenue for the
years/period indicated. For the avoidance of doubt, we have excluded ancillary services, such as
transactions arising from CRO-like services, from the following key operating data, as such
activities are not representative of our core business operations nor indicative of our current or
future business performance or commercial trajectory.
Y ear ended December 31,
2023 2024 2025
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114
Addition /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
Cessation due to completion
of contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147
FINANCIAL INFORMATION
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None of our customers had terminated their agreements with the Company during the Track
Record Period, although certain customers have ceased to be in collaboration with us due to the
completion of the contract services. The table below sets forth the number of customers, excluding
customers purchasing our CRO-like services, which contributed to our revenue for the years/period
indicated.
Y ear ended December 31,
2023 2024 2025
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144
Cessation due to completion
of contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147
Cost of Revenue
We recorded cost of revenue of RMB3.8 million, RMB0.7 million and RMB1.9 million in
2023, 2024 and 2025, respectively. Our cost of revenue primarily includes (i) employee benefit
expenses, in relation to our staff costs in providing our technological services, (ii) material
consumption, (iii) professional service fees, primarily representing certain third-party services we
used in the deployment of our platforms, such as software and database service, cloud computing
service and laboratory operation service, (iv) depreciation and amortization, primarily related to the
use of our facilities and platforms along with our services, and (v) others, primarily including costs
associated with animal maintenance.
Gross Profit and Gross Profit Margin
As a result of the foregoing, we recorded gross profit of RMB5.6 million, RMB0.8 million and
RMB103.1 million in 2023, 2024 and 2025, respectively, representing gross profit margin of 59.8%,
55.5% and 98.2%, respectively, during the same periods. We recorded generally stable gross profit
margin during the Track Record Period, with fluctuation mainly attributable to the change of nature
of our research and development services in our offering mix, which had diverse margin profile. The
increase in our overall gross profit margin in 2025 was primarily driven by the RMB100 million
MTS-004 revenue recognized during this period. Going forward, we plan to develop new forms of
high-value services and offerings to elevate our overall profit margin.
Research and Development Expenses
Our research and development expenses amounted to RMB290.5 million, RMB274.0 million
and RMB269.8 million in 2023, 2024 and 2025, respectively. We expect our research and
development expenses to increase in the next few years to support our continuous effort in the
development of our pipeline products and proprietary technology platforms.
FINANCIAL INFORMATION
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The following table sets forth the breakdown of our research and development expenses, in
an absolute amount and as a percentage of our total research and development expenses, for the
periods indicated. “Others” mainly includes expenses associated with equipment operation and
maintenance.
For the year ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except percentages)
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118149,927 51.6 122,371 44.7 134,162 49.7
Professional service fees /H1118/H1118/H1118/H1118/H1118/H111882,241 28.3 99,181 36.2 84,306 31.2
Depreciation and amortization /H1118/H111830,568 10.5 28,387 10.4 27,908 10.3
Material consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,034 5.2 15,088 5.5 14,970 5.5
Business travel expenses /H1118/H1118/H1118/H1118/H1118/H11182,265 0.8 2,067 0.8 1,773 0.7
Short-term rental and utilities /H1118/H1118/H11181,411 0.5 361 0.1 – 0.0
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,017 3.1 6,547 2.3 6,690 2.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118290,463 100.0 274,001 100.0 269,809 100.0
Administrative Expenses
Our administrative expenses amounted to RMB85.5 million, RMB90.6 million and RMB196.0
million in 2023, 2024 and 2025, respectively. The fluctuations of administrative expenses during the
Track Record Period were primarily associated to the adjustment of our staff structure and the
related share-based compensations. We expect our administrative expenses to increase in the next
few years as we become a public company.
The following table sets forth a breakdown of the components of our administrative expenses,
in an absolute amount and as a percentage of our total administrative expenses, for the periods
indicated. “Others” mainly includes office expenses, transportation fees and logistics expenses.
For the year ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except percentages)
Employee benefit expenses /H1118/H1118/H1118/H1118/H111857,803 67.6 68,017 75.1 142,624 72.8
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 29,171 14.9
Professional service fees /H1118/H1118/H1118/H1118/H1118/H11189,723 11.4 6,061 6.7 9,380 4.8
Depreciation and amortization /H1118/H11185,612 6.6 5,760 6.4 5,860 3.0
Business travel expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11181,865 2.2 1,373 1.5 2,497 1.3
Short-term rental and utilities /H1118/H1118/H11183,988 4.7 2,343 2.6 2,508 1.3
Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,104 1.3 928 1.0 197 0.1
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,377 6.2 6,082 6.7 3,808 1.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,472 100.0 90,564 100.0 196,045 100.0
Selling and Marketing Expenses
Our selling and marketing expenses amounted to RMB24.8 million, RMB14.8 million and
RMB22.9 million, respectively, in 2023, 2024 and 2025. We expect our selling and marketing
expenses to increase in the next few years, in line with our business expansion.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our selling and marketing expenses, in an
absolute amount and as a percentage of our total selling and marketing expenses, for the periods
indicated. “Others” mainly includes business development expenses, transportation fees and
logistics expenses.
For the year ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except percentages)
Employee benefit expenses /H1118/H1118/H1118/H1118/H111816,790 67.8 12,154 82.4 18,151 79.4
Professional service fees /H1118/H1118/H1118/H1118/H1118/H11181,946 7.9 592 4.0 2,439 10.7
Business travel expenses /H1118/H1118/H1118/H1118/H1118/H1118696 2.8 327 2.2 643 2.8
Marketing and advertisement
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,063 12.4 1,100 7.5 1,051 4.6
Depreciation and amortization /H1118/H11181,373 5.5 17 0.1 6 0.0
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118913 3.6 560 3.8 565 2.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,781 100.0 14,750 100.0 22,855 100.0
Other Income/(Expense) — Net
The following table sets forth the breakdown of our other income/(expenses), net for the
periods indicated. Impairment losses were recognized on an investment property in Massachusetts
and its leasehold improvements as a result of deterioration in the local real estate markets.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Lease income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,425 9,070
Interest income from term deposit /H1118/H1118/H1118/H1118/H11185,605 9,056 8,963
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,985 5,786 7,373
Tax refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 1,106 196
Lease expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,593) (7,033) (4,937)
Impairment loss for an investment
property and its leasehold
improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(61,938) (1,399) (731)
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(53,881) 14,941 19,934
Other (Losses)/Gains — Net
The following table sets forth the breakdown of our other (losses)/gains — net for the periods
indicated. Fair value changes of financial assets at FVPL is recorded mainly due to various
structural deposits and other wealth management products we held.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Net loss on disposal of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(504) (610) (2)
Fair value changes of financial assets at
FVPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103 6,852 4,628
Other items /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 20 (543)
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(393) 6,262 4,083
FINANCIAL INFORMATION
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Finance Income/(Costs) — Net
The following table sets forth the breakdown of our finance cost — net for the periods
indicated.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Finance income:
Interest income from financial assets
held for cash management purposes /H1118/H1118 6,405 14,734 13,207
Finance cost:
Interest expense on redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64,739) (165,710) (27,925)
Interest paid/payable for lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,864) (2,458) (3,049)
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H1118(883) (331) (832)
Finance charges paid for issuance of
convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,716) – –
Net exchange gain/(losses) on foreign
currency /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,850) 11,996 (11,249)
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(322) (131) (258)
Finance costs expensed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,374) (156,634) (43,313)
Net finance income/(costs) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,969) (141,900) (30,106)
Fair Value Changes of Convertible Loan
Our fair value changes of convertible loan were primarily in relation to the fair value changes
on convertible loan associated with our equity financing activities. From 2020 to 2023, we entered
convertible loans with the total principal amount of US$114.6 million with a number of investors,
who are also the Series Angel, Series Pre-A, Series A, Series B and Series C investors. For details,
see Note 29 to the Accountant’s Report included in Appendix I to this Prospectus. We recorded fair
value changes of convertible loan in the amount of RMB60.6 million in 2023. In 2023, all these
convertible loans have been converted into the relevant equity interests in the Company.
Income Tax Expense
We recorded income tax expense of RMB2.0 thousand, RMB8.0 thousand and RMB0.1
million in 2023, 2024 and 2025, respectively. During the Track Record Period and as of the Latest
Practicable Date, we had fulfilled all our tax obligations and did not have any unresolved tax
disputes.
TAXATION
PRC
We and our subsidiaries established in the PRC are generally subject to statutory income tax
at a rate of 25% in accordance with the relevant PRC income tax laws, subject to preferential tax
treatments available to certain qualified enterprises. In particular, we were approved as “High and
New Technology Enterprise” in December 2024 and, accordingly, enjoys a preferential income tax
rate of 15% thereafter. This qualification is subject to review by relevant PRC governmental
authorities every three years. All other major entities incorporated in the PRC of our Group were
subject to a 25% income tax rate for all the years presented.
FINANCIAL INFORMATION
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United States
Metis Therapeutics Inc. is incorporated in the United States and is subject to federal income
tax at 21% and state and local income tax (generally ranges from 1% to 12%) where it has operation.
Metis Therapeutics Inc. did not have any taxable income, therefore no income tax expense was
accrued for the Track Record Period.
DISCUSSION OF HISTORICAL OPERATING RESULTS
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
Our revenue increased from RMB1.5 million in 2024 to RMB105.0 million in 2025. Such
increase was attributed primarily to increased revenue generated from research and development
services.
 Collaboration agreements . Revenue from collaboration agreements increased from
RMB0.4 million in 2024 to RMB103.6 million in 2025. The increase was primarily
attributable to the revenue of RMB100 million MTS-004 upfront payment in connection
with MTS-004 out-licensing arrangement.
 Others . Our other revenue increased by 21.9% from RMB1.1 million in 2024 to RMB1.4
million in 2025, primarily related to our in vivo testing and animal experiment services.
Cost of Revenue
Our cost of revenue increased from RMB0.7 million in 2024 to RMB1.9 million in 2025, in
line with our overall business growth.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased from RMB0.8 million in 2024 to
RMB103.1 million in 2025. Our gross profit margin was 55.5% and 98.2% in 2024 and 2025,
respectively. The increase in our overall gross profit margin in 2025 was primarily driven by the
revenue from MTS-004.
Research and Development Expenses
Our research and development expenses decreased by 1.5% from RMB274.0 million in 2024
to RMB269.8 million in 2025, primarily attributable to the decrease in professional service fees,
partially offset by the increase in employee benefit expenses primarily due to the increased
share-based compensation. Our professional service fees decreased by RMB14.9 million, primarily
because our MTS-004 had completed its resource-intensive Phase III clinical trial by the end of
2024, leading to substantially lower clinical expenses in the subsequent period. Our employee
benefit expenses increased by RMB11.8 million, primarily resulted from the increase in share-based
compensation for R&D personnel in 2025, reflecting our continued commitment to incentivizing
and supporting our research and development efforts.
Administrative Expenses
Our administrative expenses increased significantly from RMB90.6 million in 2024 to
RMB196.0 million in 2025. This increase was mainly driven by the increase of management
headcount that leads to the higher share-based compensation from RMB48.9 million in 2024 to
RMB112.5 million in 2025, as well as the recognition of listing expense of RMB29.2 million.
FINANCIAL INFORMATION
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Selling and Marketing Expenses
Our selling and marketing expenses increased by 55.0% from RMB14.8 million in 2024 to
RMB22.9 million in 2025. This increase was mainly driven by the increase in our share-based
compensation from RMB0.8 million in 2024 to RMB8.8 million in 2025, primarily due to higher
incentive for our business development personnel in relation to our enhanced business development
efforts.
Other Income
Our other income increased by 33.4% from RMB14.9 million in 2024 to RMB19.9 million in
2025. This was primarily due to (i) the decrease of lease expenses of RMB2.1 million, (ii) the
increase of lease income of RMB1.6 million, and (iii) the increase of government grants of RMB1.6
million.
Other Gains
Our other gains decreased by 34.8% from RMB6.3 million in 2024 to RMB4.1 million in
2025. This was primarily due to the decrease in fair value of our financial assets at financial assets
at fair value through profit or loss (“FPVL”).
Finance Expenses — Net
Our net finance expenses decreased by 78.8% from RMB141.9 million in 2024 to RMB30.1
million in 2025. The decrease was primarily attributed to decrease in our interest expense on
redemption liabilities from RMB165.7 million in 2024 to RMB27.9 million in 2025, related to the
termination of redemption rights of our preferred shares.
Income Tax Expense
We recorded income tax expense of RMB8.0 thousand and RMB0.1 million in 2024 and 2025,
respectively.
Loss for the Y ear
As a result of the foregoing, our loss for the year decreased by 21.5% from RMB499.2 million
in 2024 to RMB391.8 million in 2025.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue decreased by 84.1% from RMB9.3 million in 2023 to RMB1.5 million in 2024.
Such decrease was attributed primarily to the decrease in our revenue generated from research and
development services.
 Collaboration agreements . Revenue from collaboration agreements decreased by 95.9%
from RMB9.0 million in 2023 to RMB0.4 million in 2024. The decrease was primarily
due to the strategic focus on the development of technology platform instead of
conducting contract research services. For nature of our contract research services, see
“— Description of Major Components of Our Results of Operations — Revenue —
Revenue from Collaboration Agreements.”
 Others . Our other revenue increased from RMB0.3 million in 2023 to RMB1.1 million
in 2024, primarily driven by our decision to tentatively expand access to our in vivo
testing and animal experiment services during 2024.
FINANCIAL INFORMATION
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Cost of Revenue
Our cost of revenue decreased by 82.4% from RMB3.8 million in 2023 to RMB0.7 million in
2024, which was in line with the changes in our revenues.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit decreased by 85.3% from RMB5.6 million in
2023 to RMB0.8 million in 2024. Our gross profit margin was 59.8% and 55.5% in 2023 and 2024,
respectively. The decrease in our overall gross profit margin was primarily driven by the decrease
in the proportion of our research and development services in our offering mix, which has a higher
gross profit margin.
Research and Development Expenses
Our research and development expenses decreased by 5.7% from RMB290.5 million in 2023
to RMB274.0 million in 2024. This decrease was mainly driven by the decrease in employee benefit
expenses of RMB27.6 million, due to our efficient management of research and development
activities, partially offset by the increase in professional service fees of RMB16.9 million due to our
increased R&D collaborations with CROs.
Administrative Expenses
Our administrative expenses increased by 6.0% from RMB85.5 million in 2023 to RMB90.6
million in 2024. This increase was mainly driven by the increase of our employee benefit expenses
of RMB10.2 million mainly attributable to the increase of share-based compensations, partially
offset by the decrease in our professional service fees of RMB3.7 million.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 40.5% from RMB24.8 million in 2023 to
RMB14.8 million in 2024. This decrease was mainly driven by the decrease in our employee benefit
expenses of RMB4.6 million in relation to the adjustment in our business development team, as well
as decreases in marketing and advertising expenses by RMB2.0 million, professional service fees
by RMB1.4 million and depreciation and amortization by RMB1.4 million from 2023 to 2024,
largely due to one-off marketing material expenditures incurred in 2023.
Other Income/(Expense) — Net
We had other expense, net of RMB53.9 million in 2023 and other income, net of RMB14.9
million in 2024. This was primarily due to (i) the decrease in our impairment losses for an
investment property and its leasehold improvement from RMB61.9 million in 2023 to RMB1.4
million in 2024, which was in relation to a decline in the market value of our investment property
in Massachusetts, reflecting the overall performance of the local real estate market, and (ii) the
increase in our lease income from nil in 2023 to RMB7.4 million in 2024 as we sublet such property
starting 2024.
Other (Losses)/Gains — Net
We had other loss, net of RMB0.4 million in 2023 and other gains, net of RMB6.3 million in
2024. This was primarily due to the increase in our fair value changes of financial assets at FVPL
of RMB6.7 million related to the wealth management products we held.
FINANCIAL INFORMATION
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Finance Expenses — Net
Our net finance expenses increased by 97.2%, from RMB72.0 million in 2023 to RMB141.9
million in 2024. This increase was primarily driven by a RMB101.0 million rise in interest expenses
related to redemption liabilities, reflecting the accrual of higher interest on these redemption
liabilities as the redemption date approached. The impact was partially offset by a RMB8.3 million
increase in finance income, mainly from interest earned on financial assets held for cash
management purposes.
Fair V alue Changes of Convertible Loan
We recorded fair value changes of convertible loan of RMB60.6 million in 2023, primarily
related to our convertible loan associated with our financing activities. In 2023, all these convertible
loans were converted into the relevant equity interests. For details, see Note 29 to the Accountant’s
Report included in Appendix I to this Prospectus.
Income Tax Expense
We recorded income tax expense of RMB2.0 thousand and RMB8.0 thousand in 2023 and
2024, respectively.
Loss for the Y ear
As a result of the foregoing, our loss for the year decreased by 14.2% from RMB581.9 million
in 2023 to RMB499.2 million in 2024.
DISCUSSION OF CERTAIN KEY ITEMS FROM OUR CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The table below sets forth the selected information from our consolidated statements of
financial position as of the dates indicated, which have been extracted from our audited
consolidated financial statements included in Appendix I to this Prospectus.
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118287,007 229,078 141,324
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,026,387 819,457 1,148,944
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,313,394 1,048,535 1,290,268
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,192,743 2,321,498 77,202
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,214 109,426 172,208
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,290,957 2,430,924 249,410
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(977,563) (1,382,389) 1,040,858
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,680 87,851 94,105
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/H1118117,775 211,976 2,696,316
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,183,018) (1,682,216) (1,749,563)
Total (deficit)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(977,563) (1,382,389) 1,040,858
FINANCIAL INFORMATION
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NET CURRENT ASSETS
The following table sets forth our net current assets as of the dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(unaudited)
(RMB in thousands)
Current assets
Prepayments and other current
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,632 31,005 23,259 22,049
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 268 181 212
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 209,102 30,062 161,284
Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279,580 21,441 267,179 212,739
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118561,470 557,641 828,263 643,265
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,026,387 819,457 1,148,944 1,039,549
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,359 10,687 10,605 24,612
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,084 17,193 14,086
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000 10,000 40,000 20,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,397 16,420 18,979 19,131
Employee benefit obligations /H1118/H1118/H111815,362 14,066 16,214 7,631
Convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Deferred government grants /H1118/H1118/H1118/H1118/H1118– 37,000 32,000 32,975
Accruals and other payables /H1118/H1118/H1118/H111826,096 10,169 37,217 27,202
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111898,214 109,426 172,208 145,637
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118928,173 710,031 976,736 893,912
Our net current assets decreased from RMB976.7 million as of December 31, 2025 to
RMB893.9 million as of March 31, 2026, primarily due to the decrease in our total current assets,
which outweighed the decrease in our total current liabilities. Our total current assets decreased
from RMB1,148.9 million as of December 31, 2025 to RMB1,039.5 million as of March 31, 2026,
primarily due to (i) the decrease of our cash and cash equivalents of RMB185.0 million and (ii) the
decrease of our term deposits of RMB54.4 million. In addition, our total current liabilities decreased
from RMB172.2 million as of December 31, 2025 to RMB145.6 million as of March 31, 2026,
primarily due to (i) the decrease of our borrowings of RMB20.0 million, (ii) the decrease of our
employee benefit obligations of RMB8.6 million and (iii) the decrease of our accruals and other
payables of RMB10.0 million.
Our net current assets increased from RMB710.0 million as of December 31, 2024 to
RMB976.7 million as of December 31, 2025, primarily due to the increase in our total current
assets, which outweighed the increase in our total current liabilities. Our total current assets
increased from RMB819.5 million as of December 31, 2024 to RMB1,148.9 million as of December
31, 2025, primarily due to (i) the increase of our cash and cash equivalents of RMB270.6 million
and (ii) the increase of our term deposits of RMB245.7 million; partially offset by (i) the decrease
of our financial assets at fair value through profit or loss of RMB179.0 million, and (ii) the decrease
of our prepayments and other current assets of RMB7.7 million. This increase in total current assets
was partially offset by the increase of our total current liabilities from RMB109.4 million as of
December 31, 2024 to RMB172.2 million as of December 31, 2025, primarily due to (i) the increase
of our borrowings of RMB30.0 million, (ii) the increase of our accruals and other payables of
RMB27.0 million, and (iii) the increase of our contract liabilities of RMB6.1 million; partially
offset by the decrease of our deferred government grants of RMB5.0 million.
FINANCIAL INFORMATION
– 259 –


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Our net current assets decreased from RMB928.2 million as of December 31, 2023 to
RMB710.0 million as of December 31, 2024, primarily due to the decrease of our total current
assets as well as the increase of our total current liabilities. Our total current assets decreased from
RMB1,026.4 million as of December 31, 2023 to RMB819.5 million as of December 31, 2024,
primarily due to (i) the decrease of our term deposits of RMB258.1 million, (ii) the decrease of our
prepayments and other current assets of RMB153.6 million, and (iii) the decrease of our cash and
cash equivalents of RMB3.8 million; partially offset by the increase of our financial assets at fair
value through profit or loss of RMB209.1 million. In addition, our total current liabilities increased
from RMB98.2 million as of December 31, 2023 to RMB109.4 million as of December 31, 2024,
primarily due to (i) the increase of our deferred government grants of RMB37.0 million, and (ii) the
increase of our contract liabilities of RMB11.1 million, partially offset by (i) the decrease of our
borrowings of RMB20.0 million, (ii) the decrease of our employee benefit obligations of RMB1.3
million, and (iii) the decrease of our lease liabilities of RMB1.0 million.
Prepayments, Other Current Assets and Other Non-current Assets
The following table sets forth prepayments, other current assets and other non-current assets
as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current
Input V A T to be deducted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,449 16,121 15,384
Rental and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,158 355 4,644
Prepayment 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/H1118361 69 2,452
Prepayment for intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118493 341 –
Total prepayments and other
non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,461 16,886 22,480
Current
Input V A T to be deducted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,548 7,687 11,863
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,903 16,959 8,012
Deferred listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,849
Investment amounts receivables from a
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,147 – –
Rental and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118575 3,033 99
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133 2,814 436
Amounts due from related parties /H1118/H1118/H1118/H1118/H1118/H11183,326 512 –
Less: Credit loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Total prepayments and other 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/H1118184,632 31,005 23,259
Total prepayments, other current assets
and other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118203,093 47,891 45,739
The investment amounts receivables from a shareholder of RMB172.1 million we recorded in
2023 represents the receivable in financing arrangement in 2023, which had been subsequently
settled.
FINANCIAL INFORMATION
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Input V A T to be deducted represents the value added tax (V A T) we pay on the purchases of
goods and services used for our business operations that can be offset against the output V A T when
calculating the amount of V A T owed to the tax authorities. The change in the amount of input V A T
to be deducted (both current portion and non-current portion) as of the respective date indicated was
proportionate to the amount we paid on the purchase of goods and services during the respective
period.
Prepayments to suppliers represent prepayment primarily for R&D materials and services.
Prepayments to suppliers increased from RMB6.9 million as of December 31, 2023 to RMB17.0
million as of December 31, 2024, primarily in relation to a prepayment of R&D services for CDMO
manufacturing. Prepayments to suppliers subsequently decreased to RMB8.0 million as of
December 31, 2025, primarily due to the completion of the R&D services.
As of March 31, 2026, RMB6.6 million, or 14.4% of our prepayment, other current assets and
other non-current assets as of December 31, 2025 had been subsequently settled.
Trade Receivables
Trade receivables are amounts due from customers for services performed. Our trade
receivables decreased from RMB0.7 million as of December 31, 2023 to RMB0.3 million as of
December 31, 2024 and RMB0.2 million as of December 31, 2025.
For further details of the aging analysis of our trade receivables, see Note 20 to the
Accountant’s Report in Appendix I to this Prospectus.
We adopted the IFRS 9 simplified approach to measure expected credit losses which uses a
lifetime expected loss allowance for all trade receivables. We closely review the trade receivables
balance and any overdue balances on an ongoing basis and assess the collectability of overdue
balances, taking into account the financial position, past experience and other relevant factors. We
normally performed impairment assessment based on credit risk and expected credit loss rate,
considering our customers’ strong capacity to meet the contractual cash flow obligation in the near
term and the low historical default risk.
As of March 31, 2026, RMB0.1 million, or 73.3% of our trade receivables as of December 31,
2025 had been subsequently settled. Accordingly, we do not believe there is a recoverability issue,
given (i) the relatively small balance of such trade receivables and (ii) the relatively high recovery
rate as of March 31, 2026.
Financial Assets at Fair Value through Profit or Loss
Our financial assets at fair value through profit or loss represent wealth management products.
We recorded financial assets at fair value through profit or loss of nil, RMB209.1 million and
RMB30.1 million as of December 31, 2023, 2024 and 2025, respectively. These fluctuations were
mainly attributable to the portfolio rebalancing resulting from the addition and disposal of wealth
management products during each respective year or period.
We adhere to a conservative investment management strategy, with a strict requirement that
all investment products, for both domestic and foreign currencies, should be principal-protected.
Our internal process is managed by the finance department, which oversees corporate liquidity,
determines appropriate investment tenors, and solicits proposals from partner banking institutions.
The final product selection is based on a comprehensive evaluation of returns, our historical
relationship with the institution, and achievement of yield targets. These transactions are prepared
by specialized finance personnel, reviewed and approved by the authorized director, and formally
executed in accordance with company policy. Currently, our primary investment vehicles for both
local and foreign currencies are term deposits. To mitigate currency risk associated with our foreign
currency holdings, we also utilize forward financial instruments to lock in exchange rates, allowing
us to prudently manage the conversion and settlement of capital. This operational investment
process is conducted within an established framework and does not require approval from the Board
of Directors for each individual transaction.
FINANCIAL INFORMATION
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In the future, we may continue to invest in structured deposits and other financial products
that are in our Group’s interest upon thorough evaluations and analysis, and we will ensure that all
such investments comply with the applicable laws and regulations, including the relevant
requirements under Chapter 14 of the Listing Rules after the Listing.
Deferred Government Grants
Our deferred government grants primarily represent government subsidies in relation to
certain of our research and development projects, which will be received once the conditions are
fulfilled. Our deferred government grants amounted to RMB37.8 million, RMB41.7 million and
RMB37.1 million as of December 31, 2023, 2024 and 2025, respectively.
Trade Payables
Our trade payables primarily relate to purchases from suppliers, mainly for research and
development consumables and equipment. Our trade payables amounted to RMB9.4 million,
RMB10.7 million and RMB10.6 million as of December 31, 2023, 2024 and 2025, respectively,
generally in line with our R&D activities.
For further details of the aging analysis of our trade payables, see Note 27 to the Accountant’s
Report in Appendix I to this Prospectus. As of March 31, 2026, RMB4.7 million, or 44.5% of our
trade payables outstanding as of December 31, 2025 had been subsequently settled.
Contract Liabilities
Our contract liabilities primarily represent cash collections in advance of fulfilling
performance obligations. Our contract liabilities increased from nil as of December 31, 2023 to
RMB11.1 million as of December 31, 2024 and RMB17.2 million as of December 31, 2025,
primarily due to new performance obligations derived from new contracts with our customers. As
of March 31, 2026, RMB3.0 million, or 17.4% of our contract liabilities as of December 31, 2025
had been subsequently settled.
Accruals and Other Payables
Our accruals and other payables mainly include (i) payables for purchase of property, plant
and equipment, (ii) other taxes payable, (iii) payables for third-party service fees, (iv) payables for
employee reimbursement, (v) tax payable related to re-organization, and (vi) others.
The following table sets forth the details of our accruals and other payables as of the dates
indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,767 607 601
Other payables
– Payable related to employee share
awards /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,243
– Payables for third-party service fees /H1118 6,534 5,016 14,259
– Accrued listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,264
– Payables for purchase of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,248 1,697 6,613
– Payables for employee
reimbursement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,360 418 125
– Tax payable related to reorganization /H1118 13,703 1,776 –
– Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118484 655 1,112
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/H111826,096 10,169 37,217
FINANCIAL INFORMATION
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Our accruals and other payables decreased from RMB26.1 million as of December 31, 2023
to RMB10.2 million as of December 31, 2024, primarily due to the completion of reorganization
and settlement of tax payables. Our accruals and other payables subsequently increased to RMB37.2
million as of December 31, 2025, primarily due to the increase in our payables for third-party
service fees associated with the payments to our R&D services suppliers. As of March 31, 2026,
RMB12.6 million, or 34.5% of our accruals and other payables as of December 31, 2025 had been
subsequently settled.
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period, we financed our capital expenditure and working capital
requirements primarily through capital contributions from our shareholders and commercial loans.
After the Global Offering, we intend to finance our future capital requirements through cash
generated from our business operations, and the net proceeds from the Global Offering. We had cash
and cash equivalents of RMB561.5 million, RMB557.6 million and RMB828.3 million as of
December 31, 2023, 2024 and 2025, respectively.
Cash Flow Analysis
The following table sets forth our cash flows for the periods indicated.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,926) (499,190) (391,713)
Operating loss before movements
in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(245,042) (237,047) (153,020)
Working capital changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,211 (16,889) 18,343
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,405 14,734 13,207
Income taxes paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) (8) (123)
Net cash used in operating activities /H1118/H1118 (192,428) (239,210) (121,593)
Net cash (outflow)/inflow from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(404,892) 78,925 35,092
Net cash inflow from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118799,937 143,311 369,479
Net increase/(decrease) in cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,617 (16,974) 282,978
Cash and cash equivalents at the
beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364,472 561,470 557,641
Effects of exchange rate changes on cash
and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,619) 13,145 (12,356)
Cash and cash equivalents at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118561,470 557,641 828,263
Net Cash Used in Operating Activities
Net cash used in operating activities was RMB121.6 million in 2025, which was primarily
attributable to our loss before income tax of RMB391.7 million, as adjusted by (i) non-cash and
non-operating items, which primarily comprised share-based compensation expenses of RMB183.7
million, depreciation and amortization of RMB38.0 million, and finance costs expensed of
RMB29.8 million, and (ii) changes in working capital, which primarily comprised an increase in
accrued expenses and other payables of RMB10.7 million, an increase in contract liabilities of
RMB6.1 million and a decrease in prepayments and other current assets.
FINANCIAL INFORMATION
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Net cash used in operating activities was RMB239.2 million in 2024, which was primarily
attributable to our loss before income tax of RMB499.2 million, as adjusted by (i) non-cash and
non-operating items, which primarily comprised finance costs expensed of RMB141.8 million,
share-based compensation expenses of RMB93.9 million, and depreciation and amortization of
RMB40.4 million, and (ii) changes in working capital, which primarily comprised an increase in
contract liabilities of RMB11.1 million; partially offset by an increase in prepayments and other
current assets of RMB18.1 million, and a decrease in accrued expenses and other payables of
RMB15.3 million.
Net cash used in operating activities was RMB192.4 million in 2023, which was primarily
attributable to our loss before income tax of RMB581.9 million, as adjusted by (i) non-cash and
non-operating items, which primarily comprised share-based compensation expenses of RMB107.9
million, finance costs expensed of RMB71.6 million, and impairment of long-term asset of
RMB61.9 million, and (ii) changes in working capital, which primarily comprised an increase in
accruals and other liabilities of RMB37.8 million, and an increase in accrued expenses and other
payables of RMB15.1 million; partially offset by an increase in other non-current assets of RMB9.7
million.
To improve our operating cash flow status, we are implementing a focused strategy to scale
our commercial operations while simultaneously improving our cash flow profile by increasing the
proportion of customer prepayments. Our commercial efforts will be concentrated on high-value
client segments with strong payment potential, particularly multinational corporations. For
example, our collaboration with the leading global pharmaceutical company is our latest
commercial effort to focus on high-value client with strong repayment potential. To foster long-term
partnerships and secure revenue streams with these key clients, we are introducing milestone-based,
tiered prepayment structures that incentivize commitment and reinforce value alignment.
Concurrently, we are optimizing our collaboration by strategically reducing our engagement in
small-volume orders characterized by low gross margins and extended payment terms. For example,
we plan to gradually cease to provide our in vivo testing and animal experiment services moving
forward. This dual approach is designed to accelerate our cash inflows and fortify our working
capital, ensuring we meet the heightened expectations for cash flow stability and predictability
required of a publicly-listed company. Further, we are deepening the synergy between our R&D and
business development teams to ensure our innovation pipeline is precisely aligned with market
demand. For instance, we have successfully entered into a license agreement with respect to our
MTS-004, which is expected to improve our operating cash flow given the upfront payment and
potential milestone and royalties. MTS-004 is a formulation-optimized asset that does not contain
nanomaterials-based delivery systems such as LNPs. Under this integrated model, our business
development team engages with potential business partners at the earliest stages of consultation to
clearly define core requirements, such as specific product functionalities, performance metrics, and
delivery timelines. These validated insights are then systematically synchronized with our R&D
team, enabling our development process to be driven by clear, customer-validated priorities and
thereby avoiding ineffective investment in non-essential projects. We are also establishing a formal
iterative feedback mechanism that allows us to rapidly incorporate client feedback from product
usage into subsequent development cycles for swift optimization. This market-responsive approach
is designed to enhance customer satisfaction and increase repurchase rates, further solidifying our
commercial success and creating a virtuous cycle of market demand, targeted innovation, successful
sales, and efficient cash collection.
Net Cash (outflow)/inflow from Investing Activities
Net cash inflow from investing activities in 2025 was RMB35.1 million, which consisted
primarily of (i) proceeds from redemption of short-term investments measuredat fair value through
profit or loss of RMB1,181.7 million, and (ii) proceeds from maturity of term deposits of
RMB233.0 million; partially offset by (i) payments for purchases of short-term investments
measured at fair value through profit or loss of RMB998.0 million, and (ii) purchase of term
deposits of RMB361.8 million.
FINANCIAL INFORMATION
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Net cash inflow from investing activities in 2024 was RMB78.9 million, which consisted
primarily of (i) proceeds from maturity of term deposits of RMB284.7 million, and (ii) proceeds
from redemption of short-term investments measured at fair value through profit or loss of
RMB592.9 million; partially offset by (i) payments for purchases of short-term investments
measured at fair value through profit or loss of RMB795.1 million, and (ii) purchase of property and
equipment of RMB3.3 million.
Net cash outflow from investing activities in 2023 was RMB404.9 million, which consisted
primarily of (i) purchase of term deposits of RMB392.3 million, (ii) purchase of property and
equipment of RMB49.5 million, and (iii) purchase of intangible assets of RMB7.0 million; partially
offset by (i) proceeds from maturity of term deposits of RMB22.9 million, and (ii) proceeds from
redemption of short-term investments measured at fair value through profit or loss of RMB20.1
million.
Net Cash inflow from Financing Activities
Net cash inflow from financing activities in 2025 was RMB369.5 million, which consists
primarily of (i) proceeds injected by shareholders of RMB350.0 million, (ii) proceeds from bank
borrowings of RMB40.0 million; partially offset by (i) payment of lease of RMB23.5 million, and
(ii) repayment to bank borrowings of RMB10.8 million.
Net cash inflow from financing activities in 2024 was RMB143.3 million, which consists
primarily of (i) proceeds injected by shareholders of RMB183.6 million, and (ii) proceeds from
bank borrowings of RMB10.0 million; partially offset by (i) repayment to bank borrowings of
RMB30.3 million, and (ii) payment of lease of RMB19.9 million.
Net cash inflow from financing activities in 2023 was RMB799.9 million, which consists
primarily of (i) proceeds injected by shareholders of RMB1,132.1 million, (ii) proceeds from
convertible loan of RMB344.3 million, and (iii) proceeds from bank borrowings of RMB30.0
million; partially offset by (i) repayment of re-organization of RMB521.9 million, (ii) repayment
of capital reduction of RMB84.8 million, and (iii) repayment of convertible loan of RMB73.2
million.
Cash Operating Costs
The following table sets forth key information relating to our cash operating costs for the
periods indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Workforce employment (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,584 30,432 39,485
R&D costs (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,847 199,399 177,680
Cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,753 659 1,913
Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,104 928 197
Marketing and advertisement expenses /H1118/H1118/H1118 3,063 1,100 1,051
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118234,351 232,518 220,326
Notes:
(1) Cash operating costs relating to workforce employment represent the sum of employee benefit expenses under
general and administrative expenses, cost of revenue and selling and marketing expenses (excluding
share-based compensation which is non-cash in nature).
(2) R&D costs under cash operating costs represent the R&D expenses, including professional service fees,
material consumption, short-term rental and utilities and others but excluding share-based compensation and
depreciation and amortization, which are non-cash in nature under R&D expenses.
FINANCIAL INFORMATION
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INDEBTEDNESS
The following table sets forth our indebtedness as of the dates indicated:
As of December 31,
As of
March 31,
2023 2024 2025 2026
(unaudited)
(RMB in thousands)
Current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000 10,000 40,000 20,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,397 16,420 18,979 19,131
Non-current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 20,000
Redemption liabilities /H1118/H1118/H1118/H1118/H1118/H11182,073,125 2,250,247 – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,811 66,595 72,151 64,759
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,202,333 2,343,262 131,130 123,890
Borrowings
As of December 31, 2023, 2024 and 2025 and March 31, 2026, we had borrowings of
RMB30.0 million, RMB10.0 million, RMB40.0 million and RMB 40.0 million, respectively. The
fluctuation in the balance of our borrowings during the Track Record Period were primarily due to
our dynamic adjustment of financing arrangements responding to preferential interest rates in
certain regions. We borrow primarily from well-established commercial banks in China.
As of December 31, 2023, 2024 and 2025, all of our borrowings were unsecured and repayable
less than one year. As of December 31, 2025, all of our borrowings were denominated in Renminbi,
and had an effective interest rate of 2.65% per annum. As of March 31, 2026, our borrowings were
unsecured, and we had RMB20.0 million borrowing repayable less than one year and RMB20.0
million borrowing repayable within two years. As of March 31, 2026, we had a committed
unutilized banking facility of RMB200 million.
For details, see Note 30 to the Accountant’s Report included in Appendix I to this Prospectus.
Lease Liabilities
Our lease liabilities primarily represent our liabilities under our lease agreements for leased
offices and laboratories. Our leases of properties generally have lease terms of three to ten years.
The following table sets forth the details of our lease liabilities as of the dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(unaudited)
(RMB in thousands)
Current portion of lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,397 16,420 18,979 19,131
Non-current portion of lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,811 66,595 72,151 64,759
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,208 83,015 91,130 83,890
FINANCIAL INFORMATION
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As of December 31, 2023, 2024 and 2025 and March 31, 2026, we recognized total lease
liabilities of RMB99.2 million, RMB83.0 million, RMB91.1 million and RMB83.9 million,
respectively, which was in line with lease payments made by our Group.
Redemption Liabilities
Our redemption liabilities are primarily related to preferred rights granted to our investors. We
recorded redemption liabilities of RMB2,073.1 million, RMB2,250.2 million and nil as of
December 31, 2023, 2024 and 2025, respectively. Such preferred rights had been terminated in
February 2025. The increase in redemption liabilities as of December 31, 2024, compared to
December 31, 2023, was primarily due to the accumulation of accrued interest as the redemption
deadline approached. For details, see Note 29 of the Accountant’s Report in the Appendix I to this
Prospectus.
Contingent Liabilities
During the Track Record Period, we did not have material contingent liabilities that were
expected to materially and adversely affect our financial condition or results of operations. Our
Directors confirmed that there had not been any material change in the contingent liabilities of our
Company since March 31, 2026 and up to the Latest Practicable Date.
Indebtedness Statement
Our Directors confirm that as of the Latest Practicable Date, there was no material covenant
on any of our outstanding debt and that our Group did not experience any difficulty in obtaining
bank loans and other borrowings, material default in payment of trade and non-trade payables, bank
loans and other borrowings or breach of covenants during the Track Record Period and up to the
Latest Practicable Date.
Save as disclosed above, as of March 31, 2026, being the most recent practicable date for
determining our indebtedness, we did not have any outstanding mortgages, charges, debentures,
other issued debt capital, bank overdrafts, borrowings, liabilities under acceptance or other similar
indebtedness, hire purchase commitments, guarantees or other material contingent liabilities. Our
Directors have confirmed that there had been no material change in our indebtedness since March
31, 2026 and up to the Latest Practicable Date. Our Directors have confirmed that there were no
material covenants on any of our outstanding debts and that we had no default in repayment or
breach of covenants during the Track Record Period and up to the Latest Practicable Date.
R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, our R&D expenditure primarily consisted of R&D expenses
adjusted by adding back intangible assets related to R&D software acquired from third parties and
capitalized and deducting amortization expenses for capitalized intangible assets included in R&D
expenditure. The table below sets forth our annual and total R&D expenditure for the periods
indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
R&D expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118290,463 274,001 269,809
Adjustments:
Add: Intangible assets acquired from
third parties and capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H1118954 401 724
FINANCIAL INFORMATION
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For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Less: Amortization expenses of
capitalized intangible assets included
in R&D expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(997) (1,330) (1,276)
Annual R&D expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118290,420 273,072 269,257
Total R&D expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118832,749
(1)
Note:
(1) Total R&D expenditure over the Track Record Period.
The table below sets forth our annual and total operating expenditure for the periods indicated:
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
R&D expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118290,463 274,001 269,809
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,473 90,565 196,045
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111824,781 14,750 22,857
Adjustments:
Add: Intangible assets acquired from
third parties and capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H1118954 401 724
Less: Amortization expenses of
capitalized intangible assets included
in R&D expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(997) (1,330) (1,276)
Annual total operating expenditure /H1118/H1118/H1118/H1118400,674 378,387 488,159
Total operating expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1,267,220
(1)
Note:
(1) Total operating expenditure over the Track Record Period.
The table below sets forth our annual R&D expenditure ratio and total R&D expenditure ratio
for the periods indicated:
For the year ended December 31,
2023 2024 2025
(in percentages)
Annual R&D expenditure ratio (1) /H1118/H1118/H1118/H1118/H111872.5 72.2 55.2
Total R&D expenditure ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 65.7 (2)
Notes:
(1) Calculated by dividing annual R&D expenditure by annual total operating expenditure.
(2) Calculated by dividing total R&D expenditure over the Track Record Period by total operating expenditure
over the Track Record Period.
FINANCIAL INFORMATION
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CAPITAL EXPENDITURES AND COMMITMENTS
Capital Expenditures
We regularly incur capital expenditures to expand our operations and upgrade our facilities.
Our capital expenditures during the Track Record Period primarily consisted of expenditures on
property and equipment, and intangible assets. The following table sets forth our capital
expenditures for the periods indicated.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Capital expenditures
Purchase of property and equipment /H1118/H1118/H1118(49,494) (3,341) (18,653)
Purchase of other intangible assets /H1118/H1118/H1118/H1118(6,968) (294) (380)
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(56,462) (3,635) (19,033)
Historically, we have funded our capital expenditures mainly through equity financing, capital
injections and bank borrowings. We will continue to make capital expenditures to meet the expected
growth of our business and our expansion plan. We intend to fund our planned capital expenditures
through cash generated from operations, bank borrowings and net proceeds from the Global
Offering. See “Future Plans and Use of Proceeds — Use of Proceeds.”
Our actual capital expenditures may differ from the amounts set forth above due to various
factors, including our future cash flows, results of operations and financial condition, economic
conditions in the PRC, the availability of financing on terms acceptable to us and changes in the
regulatory environment in the PRC. In addition, we may incur additional capital expenditures from
time to time as we pursue new opportunities to expand our business.
Capital Commitments
Our capital commitments mainly represent the capital expenditure in respect of the purchase
of property, plant and equipment contracted for but not provided in the historical financial
information. Our capital commitments amounted to RMB38 thousand as of December 31, 2023,
RMB38 thousand as of December 31, 2024, and nil as of December 31, 2025.
KEY FINANCIAL RATIOS
As of December 31,
2023 2024 2025
Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.5 7.5 6.7
Cash ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.6 7.2 6.5
Notes:
(1) Calculated using current assets divided by current liabilities as of the end of the year/period.
(2) Calculated by dividing the sum of cash and cash equivalents, term deposits, restricted cash, and current portion
of financial assets at FVTPL by total current liabilities as of the year end/period end.
FINANCIAL INFORMATION
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RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. For details of our related
party transactions, see Note 34 to the Accountant’s Report included in Appendix I to this
Prospectus. Our Directors are of the view that each of the related party transactions set out in Note
34 to the Accountant’s Report included in Appendix I to this Prospectus was conducted in the
ordinary course of business on an arm’s length basis and with normal commercial terms between
the relevant parties. Our Directors are also of the view that our related party transactions during the
Track Record Period would not distort our track record results or cause our historical results to
become non-reflective of our future performance.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we did not have any material off-balance sheet
commitments or arrangements.
FINANCIAL RISKS DISCLOSURE
We are exposed to a variety of financial risks: market risk (including foreign exchange risk,
interest rate risk and price risk), credit risk and liquidity risk. Our overall risk management program
focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects
on our financial performance. Risk management is carried out by our senior management. For
further details, see Note 3 to the Accountant’s Report in Appendix I to this Prospectus.
PROPERTY V ALUATION
In valuing the property interest which is leased by our Group in the United States, the valuer,
Jones Lang LaSalle Corporate Appraisal and Advisory Limited, attributed no commercial value to
the property interest due to the leased nature and prohibition against assignment or otherwise due
to the lack of substantial profit rent. Details of the valuation are set out in Appendix III to this
Prospectus.
DIVIDENDS
No dividend was paid or declared by our Company or other entities comprising our Group
during the Track Record Period. As of the Latest Practicable Date, we did not have a formal
dividend policy or a fixed dividend distribution ratio. PRC laws require that dividends be paid only
out of our distributable profits. Distributable profits are our after-tax profits, less appropriations to
statutory and other reserves that we are required to make. Pursuant to our Articles of Association,
subject to the approval of our Board and Shareholders, we may distribute dividends to our
Shareholders when we have distributable profits and after ensuring sufficient working capital for
the Company and making required statutory reserves until the aggregate amount of such reserves
reach 50% of its registered capital, which are not available for distribution as cash dividends.
According to the Company Law of the PRC (‘), which was
promulgated by the Standing Committee of the National People’s Congress on December 29, 2023
and became effective on July 1, 2024, when a company distributes its after-tax profit for the current
year, 10% of the profit shall be accrued and included in the company’s statutory reserve. Where the
accumulative amount of the company’s statutory reserve is not enough to make up for the losses of
the previous year, the current year’s profits shall first be used to make up for the losses before the
statutory reserve is accrued according to the aforementioned provision. The residual after-tax
profits after a company has made up its losses and accrued reserve shall be distributed by the
company. Thus, as advised by the PRC Legal Advisor, we may not pay dividends in view of
accumulated losses.
After the Global Offering, we may declare and pay dividends mainly by cash or by stock that
we consider appropriate. Decisions to declare or to pay any dividends in the future, will depend on,
among other things, our Company’s profitability, operation and development plans, external
financing environment, costs of capital, our Company’s cash flows and other factors that our
Directors may consider relevant. Our ability to make dividend in the future also depends on whether
we can receive dividends from our subsidiaries.
FINANCIAL INFORMATION
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WORKING CAPITAL SUFFICIENCY
Our Directors are of the view that, taking into account the estimated net proceeds from the
Global Offering and other financial resources available to us, including cash and cash equivalents,
term deposits, restricted cash, the current portion of financial assets at FVTPL, and bank
borrowings, we have sufficient working capital to cover 125% of our costs, including R&D
expenses, selling and marketing expenses, general and administrative expenses and other operating
costs, for the next 12 months from the date of this Prospectus.
Our cash burn rate is calculated as the sum of (i) net cash used in operating activities, (ii)
capital expenditures, and (iii) lease payment, divided by the number of months in the relevant
year/period. Our historical monthly average cash burn rate was RMB22.3 million, RMB21.9
million, and RMB13.7 million in 2023, 2024 and 2025, respectively. We had cash and cash
equivalents, current portion of term deposits, current portion of financial assets at FVTPL and
restricted cash of RMB1,125.5 million in aggregate as of December 31, 2025. We estimate that we
will receive net proceeds of approximately HK$1,976.9 million after deducting the listing expenses
payable by us in the Global Offering, assuming no Over-allotment Option is exercised and based
on an Offer Price of HK$10.50 per Offer Share.
We assume that the average cash burn rate going forward will be similar to the cash burn rate
level in 2023, which was the highest amount of average cash burn rate during each year/period of
the Track Record Period, for the sake of prudence, although the cash burn rate is subject to change
due to various factors, including but not limited to, the business development, industry trend and
customers’ requirement. We expect to recognize certain revenues from platform collaborations with
our partners and out-licensing of product candidates after the Track Record Period in 2025,
supported by the advancement of ongoing collaboration projects and new business development
initiatives. We also anticipate continued increases in research and development expenses as we
deepen our investment in platform technology innovation and advancing our proprietary
nanomaterial assets. In addition, we expect higher administrative expenses primarily due to
enhanced corporate governance, compliance, and professional service costs associated with our
preparation for the Listing. We estimate that our cash and cash equivalents, current portion of term
deposits, current portion of financial assets at FVTPL and restricted cash as of December 31, 2025,
will be able to maintain our financial viability for approximately 50 months or, if we take into
account 10% of the estimated net proceeds (based on an Offer Price of HK$10.50 per Share) from
the Global Offering (namely, the portion allocated for our working capital and other general
purposes), approximately 59 months or, if we take into account 100% of the estimated net proceeds
(based on an Offer Price of HK$10.50 per Share) from the Global Offering, for approximately 133
months. Our Directors and our management will continue to monitor our working capital, cash
flows, and our business development status.
We have no immediate plan for future financing after the Listing for purpose of our
commercialization plan as disclosed in this Prospectus taking into account our available cash,
proceeds from the Global Offering and based on our cash burn rate. However, with the continuing
expansion of our business and development of our solutions or services, or if we discover suitable
targets for acquisition or business collaboration, we could not exclude the possibility to require
further funding through public or private equity offerings, debt financing and other sources. We will
comply with applicable laws and regulations, including requirements under the Listing Rules, when
we proceed with such financings.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we had no distributable reserves.
FINANCIAL INFORMATION
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LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as underwriting
fees and commissions, and (ii) non-underwriting-related expenses, comprising professional fees
paid to our legal advisors and Reporting Accountant for their services rendered in relation to the
Listing and the Global Offering, and other fees and expenses. Assuming full payment of the
discretionary incentive fee, the estimated total listing expenses (based on an Offer Price of
HK$10.50 per Share and assuming that the Over-Allotment Option is not exercised) for the Global
Offering are approximately HK$136.0 million, accounting for approximately of 6.4% of our gross
proceeds. Among such estimated total listing expenses, we expect to pay underwriting-related
expenses of HK$84.5 million, professional fees for our legal advisors and Reporting Accountant of
HK$32.7 million and other fees and expenses of HK$18.8 million. An estimated amount of
HK$51.4 million for our listing expenses, accounting for approximately 2.4% of our gross proceeds,
is expected to be expensed through the statement of profit or loss and an estimated amount of
HK$84.6 million is expected to be recognized directly as a deduction from equity upon the Listing.
During the Track Record Period, we incurred listing expenses of HK$33.3 million expensed through
the statement of profit or loss. We expect to charge listing expenses of HK$18.1 million through the
statement of profit or loss.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that, up to the date of this Prospectus, there had been no
material adverse change in our financial, operational or trading position, indebtedness, contingent
liabilities or prospects since December 31, 2025, which is the end date of the periods reported on
in the Accountant’s Report included in Appendix I to this Prospectus, and there had been no event
since December 31, 2025 that would materially affect the information shown in the Accountant’s
Report set out 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 were no circumstances that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
For the unaudited pro forma statement of adjusted net tangible assets of our Group prepared
in accordance with Rule 4.29 of the Listing Rules for illustrating the effect of the Global Offering
on the consolidated net tangible assets of our Group attributable to the owners of the Company as
at December 31, 2025 as if the Global Offering were completed on December 31, 2025, please refer
to Appendix II to this Prospectus.
FINANCIAL INFORMATION
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FUTURE PLANS
For further details of our future plans, see “Business — Our Growth Strategies.”
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$1,976.9 million, based on an Offer Price of HK$10.50 per Offer Share, after deducting the
underwriting commissions and estimated expenses paid or payable by us in connection with the
Global Offering and assuming that the Over-allotment Option is not exercised.
In line with our strategies, we intend to apply the net proceeds from the Global Offering, in
the next 3-5 years, for the following purposes and in the amounts set forth below:
 Approximately HK$988.5 million (or approximately 50.0% of the net proceeds) to
fund research, development, and advancement of the core technologies supporting
our AI infrastructure and AI-driven nanomaterial platforms, including:
 Approximately HK$494.2 million (or approximately 25.0% of the net proceeds)
will be used for the continued development of NanoForge, our suite of self-
developed AI models and agents. These proceeds will support enhancements across
molecular generation, property prediction, formulation design, and high-
throughput experimentation, enabling more efficient and scalable AI-driven
development of next-generation nano-based delivery systems. In particular:
 Approximately HK$197.7 million (or approximately 10.0% of the net
proceeds) will be used for the development of our generative and vertical
models and expansion into protein and antibody research, with a focus on
developing de novo protein language models. In furtherance to our current
models tailored to lipid design and delivery optimization, these next-
generation models will be purpose-built to understand and generate protein
sequences with desirable structural and functional characteristics to enable
active targeting of our LNPs.
 Approximately HK$98.8 million (or approximately 5.0% of the net proceeds)
will be used for the development of METiS Agents, the intelligent interface
layer of our NanoForge platform. METiS Agents dynamically coordinate
multiple foundation models and experimental datasets in response to complex
scientific queries, enabling our in-house scientists to interact with the
platform through intuitive prompts while receiving scientifically traceable,
actionable recommendations. Further enhancements will increase the
platform’s responsiveness, reasoning capabilities, and automation of
decision-making in nanomaterial discovery.
 Approximately HK$97.7 million (or approximately 10.0% of the net
proceeds) will be used for the expansion of our high-throughput wet-lab
experiments, including using large-animal model systems. This investment
will support end-to-end experimental validation of AI-generated candidates
in vitro and in vivo , strengthen our data loop, and further expand the valuable
data sets that can lead to AI nano models with improved delivery precision
 Approximately HK$296.5 million (or approximately 15.0% of the net proceeds)
for research and development of our AI-empowered solutions, which serve as the
foundation for our next-generation delivery and therapeutic design capabilities.
These proceeds will help drive platform innovation across molecular design,
formulation optimization, and targeted delivery systems for mRNA and beyond. In
particular:
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately HK$98.8 million (or approximately 5.0% of the net proceeds)
will be used for the continued development of our AiLNP and AiRNA
solutions, which together form an integrated engine for designing and
validating both therapeutic payloads and their delivery vehicles; and
 Approximately HK$197.7 million (or approximately 10.0% of the net
proceeds) will be used for the development of our extrahepatic targeted
delivery platforms, which address one of the most pressing challenges in the
field of nano-delivery — the ability to efficiently deliver therapeutic agents
beyond the liver. This includes the development of novel chemical
formulations and LNPs including active targeting through conjugating
moieties that can be more efficient and precise in targeting the eight organs
and tissues — the gastrointestinal tract, liver, lung, heart, immune organs,
brain, muscle and tumors as well as those that can target additional organ and
cell types.
 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds)
will be used for the in vivo validation of our non-liver targeting LNPs in
association with their payloads. These products target different organs and tissues
in the human body, such as the lung and lymphoid tissues, and carry mRNAs
optimized through our AiRNA platform. Data from these studies will not only
increase the value of these products, but also help improve our AI generative and
predictive models and enhance the value of our AI nano-delivery platforms,
enabling more precise nano-delivery across diverse organs and cell types.
 We believe our growth strategies to advance the core technologies supporting our
AI-driven nanomaterial platforms and to enable more precise nano-delivery across
diverse organs and cell types are well aligned with the proposed use of the
proceeds.
 Approximately HK$395.4 million (or approximately 20.0% of the net proceeds) will
be used for ongoing and planned clinical trials of our AI-developed pipeline
products, advancing candidates across a range of therapeutic areas and modalities.
These investments will support regulatory filings, indication expansion, and
early-stage clinical validation, accelerating the translation of our platform
innovations into therapeutic solutions. In particular:
 approximately HK$131.8 million (or approximately 6.67% of the net proceeds)
will be used for advancing clinical trial of MTS-201, which is an oral gut-restricted
small molecule TGR5 agonist, activating gut TGR5 receptors, releasing hormones
GLP-1, GLP-2, PYY that deliver multi-tissue benefits with minimized safety risks.
Developed through our AiTEM solution, MTS-201 is undergoing Phase I clinical
evaluation for indications such as obesity, type 2 diabetes, metabolic dysfunction-
associated steatohepatitis and short bowel syndrome. Proceeds will support the
advancement of clinical trial, including the initiation and completion of Parts B
and C of the ongoing Phase I trial, further validating its unique mechanism of
action, efficacy for weight loss, and superior safety.
 approximately HK$131.8 million (or approximately 6.67% of the net proceeds)
will be used for the research and development of MTS-105, which is a potentially
first-in-class mRNA therapeutic for liver cancer and other advanced solid tumors
with liver metastasis. Built on METiS’ AiRNA and AiLNP platforms, it encodes a
TCE and leverages an optimized LNP delivery system to target the liver,
unleashing potent, localized immune attack while minimizing systemic toxicity.
Proceeds will be used to fund IND-enabling activities and clinical trials. We plan
to submit IND application of MTS-105 to the NMPA in the first half of 2026.
FUTURE PLANS AND USE OF PROCEEDS
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 approximately HK$131.8 million (or approximately 6.67% of the net proceeds)
will be used for the research and development of MTS-109, which is a potentially
best-in-class, mRNA-encoded, tri-specific TCE for B-cell mediated autoimmune
diseases and hematologic malignancies. Built on METiS’ AiRNA and AiLNP
platforms, MTS-109’s LNP formulation enables delivery of the mRNA-encoded
TCE cargo to lymphoid organs, with data demonstrating a complete depletion of
peripheral and tissue resident B cells in NHPs. Proceeds will be used to fund
IND-enabling activities and clinical trials. We plan to submit IND application of
MTS-109 in 2026 and initiate Phase I clinical trial in 2027.
 The proposed allocation of proceeds is consistent with our long-term growth
strategy to extend the application of our AI-driven nanomaterial platforms to
promote human health across key therapeutic areas.
 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds) will
be used for the development of our animal health and longevity solutions, extending
the application of our AI-empowered solutions into these high-growth fields. These
investments will enable us to adapt and deploy our nanomaterial technologies
beyond human therapeutics, capturing value in fields with strong unmet needs and
rising global demand, facilitating our growth strategies to broaden the applications
of our AI-driven nanomaterial platforms and further expand into emerging life
science sectors. In particular:
 approximately HK$98.8 million (or approximately 5.0% of the net proceeds) will
be used to drive the development of products targeting animal longevity leveraging
our platform’s strengths in targeted delivery and regenerative modulation. These
funds will support discovery and preclinical efforts aimed at developing novel
therapeutics for age-related dysfunction, systemic inflammation, cellular
senescence, and other conditions where our technologies may offer differentiated
value, including our PTS-201.
 approximately HK$98.8 million (or approximately 5.0% of the net proceeds) will
be used to support our animal health programs, with a focus on pet, obesity
management, cancer vaccines and food supplements that can improve pet health.
These proceeds will fund early-stage product development, preclinical research,
and strategic collaborations with industry partners.
 Approximately HK$197.7 million (or approximately 10.0% of the net proceeds) will
be allocated to support our growth strategy of the construction of our AI-driven
nanomaterials ecosystem globally, as we believe overseas market presents greater
potential for our AI-driven nanomaterial platforms. In particular:
 Approximately HK$118.6 million (or approximately 6.0% of the net proceeds) will
be used in business development activities relating to global expansion of our
business, including licensing, research collaborations, strategic corporations, joint
ventures, mergers and acquisitions, and investments. As part of this strategy, we
may explore opportunities in key international markets, including the US, Europe,
Middle East and East Asia (Japan, Korea and Hong Kong), by leveraging our core
technological platforms and interdisciplinary expertise to deepen engagement with
global partners across the pharmaceutical, biotechnology, and broader life sciences
sectors. We plan to increase our presence at international conferences, participate
in more global exhibitions and launch promotional campaigns to increase our
brand awareness among our potential partners. We have rented properties in the
U.S., plan to rent a property in Hong Kong, and may rent additional properties in
other regions to support expansion locally and in the neighboring regions. These
initiatives are intended to accelerate cross-border innovation, expand market
access, and drive long-term commercial adoption of our AI-driven nanomaterial
platform technologies.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately HK$79.1 million (or approximately 4.0% of the net proceeds) will
be used in expanding our global business development and marketing team. We
aim to recruit talents with broad knowledge in the relevant industries, including
pharmaceutical, biotech and other life sciences sectors, in the relevant markets to
support business development activities.
 Approximately HK$197.7 million (or approximately 10.0% of the net
proceeds) will be used for working capital and other general corporate
purposes.
If the Over-allotment Option is fully exercised, we will receive additional net proceeds of
approximately HK$304.2 million (based on an Offer Price of HK$10.50 per Offer Share). In the
event that the Over-allotment Option is exercised, we intend to apply the additional net proceeds
to the above purposes on a pro rata basis.
To the extent that our net proceeds are not sufficient to fund the purposes set out above, we
intend to fund the balance through a variety of means, including cash generated from operations,
bank loans and other borrowings.
If any part of our plan does not proceed as planned for reasons such as changes in government
policies that would render any of our plans not viable, or the occurrence of force majeure events,
our Directors will carefully evaluate the situation and may reallocate the net proceeds from the
Global Offering. We will issue an appropriate announcement if there is any material change to the
above proposed use of proceeds.
To the extent that the net proceeds of the Global Offering are not immediately used for the
purposes described above, and to the extent permitted by the relevant laws and regulations, we will
only deposit the proceeds in short-term interest-bearing accounts at licensed commercial banks
and/or other authorized financial institutions (as defined under SFO or applicable laws and
regulations in the other jurisdictions).
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
Jefferies Hong Kong Limited
Deutsche Bank AG, Hong Kong Branch
CLSA Limited
CMB International Capital Limited
Futu Securities International (Hong Kong) Limited
UNDERWRITING
This Prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 10,061,500 Hong
Kong Offer Shares and the International Offering of initially 191,167,500 International Offer
Shares, subject, in each case, to reallocation on the basis as described in “Structure of the Global
Offering” as well as to the Over-allotment Option (in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering the Hong Kong
Offer Shares for subscription by the public in Hong Kong on the terms and conditions set out in this
Prospectus and the Hong Kong Underwriting Agreement at the Offer Price.
Subject to the conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters have agreed severally but not jointly to procure subscribers for, or themselves to
subscribe for, their respective applicable proportions of the Hong Kong Offer Shares being offered
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.
Grounds for Termination
The Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters) may, in their sole and absolute discretion and upon giving notice in
writing to our Company terminate the Hong Kong Underwriting Agreement with immediate effect
if, at any time prior to 8:00 a.m. on the Listing Date:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a prospective change
or any event or series of events or circumstances likely to result in a change or a
development involving a prospective change in existing laws or regulations, or the
interpretation or application thereof by any court or any competent Authority (as defined
under the Hong Kong Underwriting Agreement) in or affecting Hong Kong, the PRC, the
United States, the United Kingdom, the European Union (or any member thereof), or
other jurisdictions relevant to the Group or the Global Offering (each a “ Relevant
Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or
(ii) any change or development involving a prospective change, or any event or series of
events or circumstances likely to result in a change or prospective change, in any local,
national, regional or international financial, political, military, industrial, economic,
fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation,
equity securities or currency exchange rate or controls or any monetary or trading
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settlement system, or foreign investment regulations (including, without limitation, a
devaluation of the Hong Kong dollar, United States dollar or Renminbi against any
foreign currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to any
foreign currency or currencies) or other financial markets (including, without limitation,
conditions and sentiments in stock and bond markets, money and foreign exchange
markets, the inter-bank markets and credit markets) in or affecting any Relevant
Jurisdictions, or affecting an investment in the Offer Shares; or
(iii) any event or series of events, or circumstances in the nature of force majeure (including,
without limitation, any acts of government, declaration of a regional, national or
international emergency or war, calamity, crisis, economic sanctions, strikes, labor
disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami,
earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder,
paralysis in government operations, acts of war, epidemic, pandemic, outbreak or
escalation, mutation or aggravation of diseases, accident or interruption or delay in
transportation, local, national, regional or international outbreak or escalation of
hostilities (whether or not war is or has been declared), act of God or act of terrorism
(whether or not responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
(iv) the imposition or declaration of any moratorium, suspension or limitation (including
without limitation, any imposition of or requirement for any minimum or maximum
price limit or price range) on (i) the trading in shares or securities generally on the Stock
Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the New Y ork
Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the
trading in any securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
(v) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial banking or
foreign exchange trading or securities settlement or clearing services, procedures or
matters in or affecting any of the Relevant Jurisdictions; or
(vi) any change or prospective change, or a materialization of, any of the risks set out in the
section headed “Risk Factors” in this Prospectus; or
which, in any such case individually or in the aggregate, in the sole and absolute opinion of
the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters):
(1) has or will or may have a material adverse effect, whether directly or indirectly, on the
assets, liabilities, business, general affairs, management, prospects, shareholders’ equity,
profits, losses, results of operations, position or condition, financial or otherwise, or
performance of the Company or the Group as a whole;
(2) has or will or may have a material adverse effect on the success of the Global Offering
or the level of applications under the Hong Kong Public Offering or the level of
indications of interest under the International Offering; or
(3) makes or will make or may make it impracticable, inadvisable, inexpedient or incapable
for any material part of the Hong Kong Underwriting Agreement, the Hong Kong Public
Offering or the Global Offering to be performed or implemented as envisaged, or for the
Hong Kong Public Offering and/or the Global Offering to proceed, or to market the
Global Offering or the delivery or distribution of the Offer Shares on the terms and in
the manner contemplated by the Offering Documents (as defined under the Hong Kong
Underwriting Agreement); or
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(4) has or will or may have the effect of making any part of the Hong Kong Underwriting
Agreement (including underwriting) incapable of performance in accordance with its
terms or preventing the processing of applications and/or payments pursuant to the
Global Offering or pursuant to the underwriting thereof; or
(b) there has come to the notice of the Joint Sponsors and the Sponsor-Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(i) any statement contained in any of the Offering Documents, the CSRC Filings and/or any
notices, announcements, advertisements, communications or other documents issued or
used by, for or on behalf of the Company in connection with the Hong Kong Public
Offering (including any supplement or amendment thereto) but excluding the
information relating to the Joint Sponsors, the Joint Global Coordinators, the Joint Lead
Managers, the Joint Bookrunners or the Underwriters it being understood that such
information consists of only their names, logos, addresses and qualifications (the
“Global Offering Documents ”) was, when it was issued, or has become untrue,
incorrect, inaccurate in any material respect or misleading; or that any estimate, forecast,
expression of opinion, intention or expectation contained in any such documents, was,
when it was issued, or has become unfair or misleading in any respect or based on
untrue, dishonest or unreasonable assumptions or given in bad faith; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material omission
or misstatement in any Global Offering Document; or
(iii) any breach of, or any event or circumstance rendering untrue or incorrect in any material
respect, or misleading in any respect, any of the representations, warranties and
undertakings given by the Company or any of the Single Largest Shareholders in the
Hong Kong Underwriting Agreement or the International Underwriting Agreement; or
(iv) any event, act or omission which gives rise or is likely to give rise to any liability of any
of the Indemnifying Parties (as defined under the Hong Kong Underwriting Agreement)
pursuant to the indemnities in the Hong Kong Underwriting Agreement; or
(v) any breach of any of the obligations or undertakings imposed upon the Company or any
of the Single Largest Shareholders or any cornerstone investor (as applicable) to the
Hong Kong Underwriting Agreement, the International Underwriting Agreement or the
Cornerstone Investment Agreements; or
(vi) there is any change or development involving a prospective change, constituting or
having a Material Adverse Effect (as defined under the Hong Kong Underwriting
Agreement); or
(vii) the Chairman of the Board, any Director or any member of senior management of the
Company named in this Prospectus seeks to retire, or is removed from office or vacating
his/her office; or
(viii) any Director or any member of senior management of the Company named in this
Prospectus is being charged with an indictable offence or prohibited by operation of law
or otherwise disqualified from taking part in the management or taking directorship of
a company; or
(ix) the Company withdraws this Prospectus (and/or any other documents used in connection
with the subscription or sale of any of the Offer Shares pursuant to the Global Offering)
or the Global Offering; or
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(x) the approval by the Listing Committee of the listing of, and permission to deal in, the
H Shares in issue and to be issued pursuant to the Global Offering (including any
additional H Shares that may be issued pursuant to the exercise of the Over-allotment
Option) is refused or not granted, other than subject to customary conditions, on or
before the Listing Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(xi) any person has withdrawn its consent to the issue of this Prospectus with the inclusion
of its reports, letters and/or legal opinions (as the case may be) and references to its
name included in the form and context in which it respectively appears; or
(xii) any prohibition on the Company for whatever reason from offering, allotting, issuing or
selling any of the Offer Shares pursuant to the terms of the Global Offering; or
(xiii) any person has withdrawn or sought to withdraw its consent to being named in any of
the Offering Documents or to the issue of any of the Offering Documents; or
(xiv) an order or petition is presented for the winding-up or liquidation of any member of the
Group, or any member of the Group makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for the
winding-up of any member of the Group or a provisional liquidator, receiver or manager
is appointed over all or part of the assets or undertaking of any member of the Group or
anything analogous thereto occurs in respect of any member of the Group; or
(xv) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the results
of the CSRC Filings published on the website of the CSRC is rejected, withdrawn,
revoked or invalidated; or (B) other than with the prior written consent of the
Sponsor-Overall Coordinators, the issue or requirement to issue by the Company of a
supplement or amendment to the CSRC Filings pursuant to the CSRC Rules (as defined
under the Hong Kong Underwriting Agreement) or upon any requirement or request of
the CSRC; or (C) any non-compliance of the CSRC Filings with the CSRC Rules or any
other applicable Laws; or
(xvi) other than with the prior written consent of the Joint Sponsors and Sponsor-overall
Coordinators, the issue or requirement to issue by the Company of a supplement or
amendment to this Prospectus or other documents in connection with the offer and sale
of the Offer Shares pursuant to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance or the Listing Rules or upon any requirement or request of the
Stock Exchange and/or the SFC; or
(xvii) the commencement by any Authority or other regulatory or political body or
organization of any public action or investigation against a Group Company (as defined
under the Hong Kong Underwriting Agreement) or a director or a supervisor or a senior
management member of any Group Company or announcing an intention to take any
such action; or
(xviii) the imposition of sanctions or export controls in whatever form, directly or indirectly,
on any Group Company or any of the Single Largest Shareholders or by or on any
Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date
of the Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by,
or for, any Relevant Jurisdiction; or
(xix) any valid demand by creditors for payment or repayment of indebtedness of any member
of the Group or in respect of which any member of the Group is liable prior to its stated
maturity; or
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(xx) any non-compliance of this Prospectus (or any other documents used in connection with
the contemplated offering, allotment, issue, subscription or sale of any of the Offer
Shares), the CSRC Filings or any aspect of the Global Offering with the Listing Rules
or any other applicable Laws; or
(xxi) any litigation, dispute, legal action or claim or regulatory or administrative investigation
or action being threatened, instigated or announced against any member of the Group or
any of the Single Largest Shareholders or any Director or senior management members
as named in this Prospectus which might have a material adverse effect on the success
of the Global Offering; or
(xxii) any contravention by any Group Company or any Director or any member of the senior
management of the Company of any applicable Laws; or
(xxiii) that (i) a material portion of the orders placed or confirmed in the bookbuilding process
or (ii) any investment commitment made by any cornerstone investors under the
Cornerstone Investment Agreements signed with such cornerstone investors, have been
withdrawn, terminated or cancelled, as a result of the payment of the relevant investment
amount not being received or settled in the stipulated time and manner or otherwise.
Undertakings to the Stock Exchange Pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange that no further Shares or securities convertible into equity securities of our Company
(whether or not of a class already listed) will be issued or sold or transferred out of treasury or form
the subject of any agreement to such an issue, or sale or transfer out of treasury within six months
from the Listing Date (whether or not such issue of Shares or securities, or sale or transfer of
treasury Shares will be completed within six months from the Listing Date), except (a) pursuant to
the Global Offering (including pursuant to the Over-allotment Option) or (b) under any of the
circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by Key Persons and Pathfinder SIIs
Pursuant to Rule 18C.14 of the Listing Rules, each of the key persons of the Company and
the Pathfinder SIIs, and their respective close associates, as identified under the section headed
“History, Development and Corporate Structure — Lock-up periods”, has undertaken to the Stock
Exchange and to us that, except pursuant to the Global Offering (including the Over-allotment
Option), it will not, unless otherwise permitted under Rule 18C.15 of the Listing Rules: at any time
in the period commencing on the date by reference to which disclosure of its shareholding is made
in this Prospectus and ending on the date which is 24 months (or 12 months in the case of the
Pathfinder SIIs) 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 of the Shares in
respect of which it is shown by this Prospectus to be the beneficial owner.
Note 2 to Rule 18C.14 of the Listing Rules provides that the above undertakings do not
prevent such persons from using the Shares beneficially owned by it/him/her as security (including
a charge or 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.
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Further, pursuant to Note 2 to Rule 18C.14 of the Listing Rules, each of such persons has
undertaken to the Stock Exchange and to us that, within the period commencing on the date by
reference to which disclosure of its shareholding is made in this Prospectus and ending on the date
which is 24 months (or 12 months in the case of the Pathfinder SIIs) from the Listing Date:
(a) when it pledges or charges any Shares beneficially owned by it in favor of an authorized
institution (as defined in the Banking Ordinance, Chapter 155 of the Laws of Hong
Kong) for a bona fide commercial loan, immediately inform us and the Stock Exchange
of such pledge or charge together with the number of Shares so pledged or charged; and
(b) when it receives indications, either verbal or written, from the pledgee or charge that any
of the pledged or charged Shares will be disposed of, immediately inform us and the
Stock Exchange of such indications.
We will inform the Stock Exchange as soon as we have been informed of the above matters,
if any, by such persons and disclose such matters as soon as possible after being so informed.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company has undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that,
except pursuant to the Global Offering (including pursuant to the Over-allotment Option), at any
time from the date of the Hong Kong Underwriting Agreement up to and including the date falling
six months after the Listing Date (the “ First Six Month Period ”), it will not, without the prior
written consent (such consent not to be unreasonably withheld) of the Joint Sponsors and the
Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and
unless in compliance with the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to
allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose
of or create an Encumbrance (as defined under the Hong Kong Underwriting Agreement)
over, or agree to transfer or dispose of or create an Encumbrance over, either directly or
indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial
interest in the share capital or any other securities of our Company or any interest in any
of the foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants or
other rights to purchase any share capital or other securities of our Company, as
applicable), or deposit any share capital or other securities of the Company, as
applicable, with a depositary in connection with the issue of depositary receipts; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of the Shares or
any other securities of our Company, or any interest in any of the foregoing (including,
without limitation, any securities convertible into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any
Shares); or
(c) enter into any transaction with the same economic effect as any transaction described in
(a) or (b) above; or
(d) offer to or agree to do any of the foregoing specified in (a), (b) or (c) or announce any
intention to do so,
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in each case, whether any of the foregoing transactions is to be settled by delivery of
share capital or such other securities, in cash or otherwise (whether or not the issue of
such share capital or other securities will be completed within the First Six Month
Period). Our Company further agrees that, in the event our Company is allowed to enter
into any of the transactions described in (a), (b) or (c) above or offers to or agrees to or
announces any intention to effect any such transaction during the period of six months
commencing on the date on which the First Six Month Period expires (the “ Second Six
Month Period ”), it will take all reasonable steps to ensure that such an issue or disposal
will not, and no other act of our Company will, create a disorderly or false market for
any Shares or other securities of our Company.
The Single Largest Group of Shareholders have undertaken to each of the Joint Sponsors, the
Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market
Intermediaries that he/she/it shall procure our Company to comply with the above undertakings.
Our Company has agreed and undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that it
will, and the Single Largest Group of Shareholders undertake to procure that our Company will,
comply with the minimum public float requirements (the “ Minimum Public Float Requirement ”)
and the minimum free float requirements (the “ Minimum Free Float Requirement ”) specified in
the Listing Rules, and it will not (i) effect any purchase of the Shares, or agree to do so, which may
reduce the holdings of the H Shares held by the public (as defined in Rule 8.24 of the Listing Rules)
to below the Minimum Public Float Requirement without first having obtained the prior written
consent of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters), or (ii) enter into any agreement, arrangement or transaction which
shall cause or have the effect of causing the portion of the H Shares that are held by the public and
that are available for trading and not subject to any disposal restrictions (whether under contract,
the Listing Rules, applicable Laws or otherwise) on the Listing Date to fall below the Minimum
Free Float Requirement under Rule 19A.13C of the Listing Rules.
Undertakings by the Single Largest Group of Shareholders
Each of the Single Largest Group of Shareholders has undertaken to each of our Company, the
Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the
Capital Market Intermediaries that, without the prior written consent of the Joint Sponsors and the
Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and
unless in compliance with the requirements of the Listing Rules, at any time during the period
commencing on the date of the Hong Kong Underwriting Agreement and ending on, and including,
the date that is 24 months after the Listing Date (the “ 24-Month Period ”):
(a) he/she/it will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for him/her/it and the companies controlled by him/her/it will
not, (i) sell, offer to sell, accept subscription for, contract or agree to allot, issue or sell,
mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract
or right to purchase, grant or purchase any option, warrant, contract or right to sell, or
otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or
dispose of or create an Encumbrance over, either directly or indirectly, conditionally or
unconditionally, any Shares or other securities of our Company or any interest therein
(including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any Shares or any such other securities, as applicable or any interest in any of
the foregoing) in respect of which he/she/it is shown by this Prospectus to be the
beneficial owner(s) (the “ Single Largest Shareholders Locked-up Securities ”), or
deposit any Shares or other securities of our Company with a depositary in connection
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with the issue of depositary receipts, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership
(legal or beneficial) of any Single Largest Shareholders Locked-up Securities, or (iii)
enter into any transaction with the same economic effect as any transaction specified in
(i) or (ii) above, or (iv) offer to or agree to or announce any intention to effect any
transaction specified in (i), (ii) or (iii) above, in each case, whether any of the
transactions specified in (i), (ii) or (iii) above is to be settled by delivery of Shares or
other securities of our Company or in cash or otherwise, and whether or not the
transactions will be completed within the 24-Month Period; and
(b) upon the expiry of the 24-Month Period, in the event that he/she/it enters into any of the
transactions specified in (i), (ii) or (iii) or offer to or agrees to or contract to or publicly
announce any intention to effect any such transaction, he/she/it will take all reasonable
steps to ensure that such a disposal will not create a disorderly or false market in the
securities of our Company.
The restrictions above shall not prevent the Single Largest Group of Shareholders from (i)
purchasing additional Shares or other securities of our Company and disposing of such additional
Shares or securities of our Company in accordance with the Listing Rules, provided that any such
purchase or disposal does not contravene the lock-up arrangements with the Single Largest Group
of Shareholders referred to above or the compliance by our Company with the Minimum Public
Float Requirement, (ii) disposing of any interest of the Single Largest Shareholders Locked-up
Securities in the circumstances provided under Rule 18C.15 of the Listing Rules; and (iii) using the
Shares or other securities of our Company or any interest therein beneficially owned by them as
security (including a charge or a pledge) in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan,
provided that, within 24-Month Period, (a) the relevant Single Largest Group of Shareholders will
immediately inform our Company and the Sponsor-Overall Coordinators in writing of such pledge
or charge together with the number of Shares or other securities of our Company so pledged or
charged if and when he/she/it or the relevant registered holder(s) pledges or charges any Shares or
other securities of our Company beneficially owned by him/her/it, and (b) when the relevant Single
Largest Group of Shareholders receives indications, either verbal or written, from the pledgee or
chargee of any Shares that any of the pledged or charged Shares or other securities of our Company
will be disposed of, he/she/it will immediately inform our Company and the Sponsor-Overall
Coordinators of such indications.
In the event that upon the notification by the Stock Exchange that our Company will no longer
be regarded as a Pre-Commercial Company after the Listing, the lock-up period set out in this
paragraph will expire on the later of: (1) the date on which such lock-up periods would have ended
if our Company had applied for listing as a Commercial Company; and (2) the date falling on the
30th day after the announcement on the removal of designation as a Pre-Commercial Company as
required under Rule 18C.24 of the Listing Rules.
Our Company has undertaken to the Joint Sponsors, the Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that upon receiving
such information in writing from the Single Largest Group of Shareholders, it will, as soon as
practicable and if required pursuant to the Listing Rules, the SFO and/or any other applicable Law,
notify the Stock Exchange and/or other relevant Authorities, and make a public disclosure in
relation to such information by way of an announcement.
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International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company and the Single
Largest Group of Shareholders will enter into the International Underwriting Agreement with,
among others, the Joint Sponsors, the Overall Coordinators and the International Underwriters on
or about Monday, May 11, 2026. Under the International Underwriting Agreement and subject to the
Over-allotment Option, the International Underwriters would, subject to certain conditions set out
therein, agree severally but not jointly to procure subscribers for, or themselves to subscribe for,
their respective applicable proportions of the International Offer Shares being offered pursuant to
the International Offering. It is expected that the International Underwriting Agreement may be
terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors
should note that in the event that the International Underwriting Agreement is not entered into or
is terminated, the Global Offering will not proceed. See “Structure of the Global Offering — The
International Offering.”
Over-allotment Option
Our Company is expected to grant the Over-allotment Option to the International
Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the
International Underwriters) at any time from the Listing Date until 30 days after the last day for
lodging applications under the Hong Kong Public Offering, being Sunday, June 7, 2026, pursuant
to which our Company may be required to issue up to an aggregate of 30,184,000 additional H
Shares, representing not more than 15% of the Offer Shares initially available under the Global
Offering, at the Offer Price to, among other things, cover over-allocations in the International
Offering, if any. See “Structure of the Global Offering — Over-allotment Option.”
Underwriting Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission (the “ Fixed Fee ”) of 3.0% of the aggregate Offer Price in respect of all of the Offer
Shares (including Offer Shares to be issued pursuant to the Over-allotment Option, if any) (the
“Aggregate Offer Price ”). Our Company may, at its discretion, pay an additional discretionary fee
(the “ Discretionary Fee ”) of up to 1.0% of the Aggregate Offer Price, to one or more
Underwriter(s) and Capital Market Intermediary(ies). Assuming the Discretionary Fee is paid in
full, the ratio of the Fixed Fee to the Discretionary Fee will be 50.50:49.50.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, our
Company will pay an underwriting commission at the rate applicable to the International Offering
to the relevant International Underwriters (and not the Hong Kong Underwriters).
Assuming an Offer Price of HK$10.50 per H Share, the Discretionary Fee is paid in full and
the Over-allotment Option is not exercised, the aggregate underwriting commissions and fees
payable to the Underwriters and the Capital Market Intermediaries, together with Stock Exchange
listing fees, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee, legal and
other professional fees and printing and other expenses payable by us in relation to the Global
Offering are estimated to be approximately HK$84.5 million.
Indemnity
Each of our Company and the Single Largest Group of Shareholders has agreed to jointly and
severally indemnify the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters, the Capital Market
Intermediaries and each of them for certain losses which they may suffer or incur, including losses
arising from the performance of their obligations under the Hong Kong Underwriting Agreement or
any breach by any of our Company and the Single Largest Group of Shareholders of the Hong Kong
Underwriting Agreement.
UNDERWRITING
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INDEPENDENCE OF THE JOINT SPONSORS
As of the Latest Practicable Date, the Joint Sponsors satisfied the independence criteria
applicable to sponsors set out in Rule 3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together,
the “ Syndicate Members ”) and their affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting or stabilizing
process. The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In 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 H Shares) in the Global Offering, proprietary trading in the H Shares, and entering into over
the counter or listed derivative transactions or listed or unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have as their
underlying assets, assets including the H Shares. Such transactions may be carried out as bilateral
agreements or trades with selected counterparties. Those activities may require hedging activity by
those entities involving, directly or indirectly, the buying and selling of 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
H Shares, in units of funds that may purchase the H Shares, or in derivatives related to any of the
foregoing.
All such activities may occur both during and after the end of the stabilizing period described
in “Structure of the Global Offering — Stabilization.” Such activities may affect the market price
or value of the H Shares, the liquidity or trading volume in the H Shares and the volatility of the
price of the H Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for it)
may not, in connection with the distribution of the Offer Shares, effect any transactions
(including issuing or entering into any option or other derivative transactions relating to
the Offer Shares), whether in the open market or otherwise, with a view to stabilizing
or maintaining the market price of any of the Offer Shares at levels other than those
which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations, including
the market misconduct provisions of the SFO, including the provisions prohibiting
insider dealing, false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking and other services to our Group and
its affiliates for which such Syndicate Members or their respective affiliates have received or will
receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. The listing of the H Shares on the Stock Exchange is sponsored by the Joint
Sponsors. The Joint Sponsors has made an application on behalf of our Company to the Listing
Committee for the listing of, and permission to deal in, the H Shares to be converted from Unlisted
Shares and to be issued as mentioned in this Prospectus.
201,229,000 Offer Shares will initially be made available (subject to the Over-allotment
Option) under the Global Offering comprising:
(a) the Hong Kong Public Offering of initially 10,061,500 H Shares (subject to reallocation)
in Hong Kong as described in “— The Hong Kong Public Offering” below; and
(b) the International Offering of initially 191,167,500 H Shares (subject to reallocation and
the Over-allotment Option) in the United States to QIBs in reliance on Rule 144A or
another available exemption from the registration requirements of the U.S. Securities
Act, and outside the United States (including to professional and institutional investors
within Hong Kong) in offshore transactions in accordance with Regulation S as
described in “— The International Offering” below.
Investors may either: (i) apply for Hong Kong Offer Shares under the Hong Kong Public
Offering; or (ii) apply for or indicate an interest for International Offer Shares under the
International Offering, but may not do both.
Assuming the Over-allotment Option is not exercised, the Offer Shares will represent
approximately 17.5% of the total Shares in issue immediately following the completion of the
Global Offering. If the Over-allotment Option is exercised in full, the Offer Shares will represent
approximately 19.6% of the total Shares in issue immediately following the completion of the
Global Offering and the issue of H Shares pursuant to the Over-allotment Option.
References in this Prospectus to applications, application monies or the procedures for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
Our Company is initially offering 10,061,500 H Shares (subject to reallocation) for
subscription by the public in Hong Kong at the Offer Price, representing approximately 5% of the
Offer Shares initially available under the Global Offering. The Offer Shares initially offered under
the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the Hong Kong
Public Offering and the International Offering, will represent approximately 0.87% of the total
Shares in issue immediately following the completion of the Global Offering (assuming the
Over-allotment Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to professional and institutional investors. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities that regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in
“— Conditions of the Global Offering” below.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis
of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for
by applicants. Such allocation could, where appropriate, consist of balloting, which could mean that
some applicants may receive a higher allocation than others who have applied for the same number
of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not
receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under the
Hong Kong Public Offering (after taking into account any reallocation referred to below) will be
divided equally (to the nearest board lot) into two pools (with any odd lots being allocated to pool
A): pool A and pool B. The Hong Kong Offer Shares in pool A will be allocated on an equitable
basis to applicants who have applied for Hong Kong Offer Shares with an aggregate price of HK$5
million (excluding brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable
basis to applicants who have applied for Hong Kong Offer Shares with an aggregate price of more
than HK$5 million (excluding brokerage, SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are
unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other pool and be allocated accordingly. For the purpose of the immediately
preceding paragraph only, the “price” for Hong Kong Offer Shares means the price payable on
application therefor. Applicants can only receive an allocation of Hong Kong Offer Shares from
either pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 5,030,500 Hong Kong Offer
Shares is liable to be rejected.
Reallocation and Clawback
The allocation of Offer Shares between the Hong Kong Public Offering and the International
Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of Practice Note 18 and
18C.09 to the Listing Rules requires a clawback mechanism to be put in place, which would have
the effect of increasing the number of Hong Kong Offer Shares to certain percentages of the total
number of Offer Shares to be offered in the Global Offering if certain prescribed total demand levels
in the Hong Kong Public Offering are reached as further described below:
 10,061,500 Offer Shares are initially available under the Hong Kong Public Offering,
representing 5% of the Offer Shares initially available under the Global Offering;
in the event that the International Offer Shares are fully subscribed or over-subscribed:
 if the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 10 times or more but less than 50 times the number of Offer Shares initially
available under the Hong Kong Public Offering, then Offer Shares will be reallocated to
the Hong Kong Public Offering from the International Offering, so that the total number
of Offer Shares available under the Hong Kong Public Offering will be 20,123,000 Offer
Shares, representing approximately 10% of the Offer Shares initially available under the
Global Offering;
 if the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 50 times or more of Offer Shares initially available under the Hong Kong
Public Offering, then Offer Shares will be reallocated to the Hong Kong Public Offering
from the International Offering, so that the total number of Offer Shares available under
the Hong Kong Public Offering will be 40,246,000 Offer Shares, representing
approximately 20% of the Offer Shares initially available under the Global Offering.
STRUCTURE OF THE GLOBAL OFFERING
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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
(for themselves and on behalf of the Underwriters) deem appropriate. In addition, the Overall
Coordinators (for themselves and on behalf of the Underwriters) may reallocate the Offer Shares
from the International Offering to the Hong Kong Public Offering to satisfy valid applications under
the Hong Kong Public Offering.
In addition to any mandatory reallocation which may be required, the Overall Coordinators
(for themselves and on behalf of the Underwriters) and the Joint Sponsors may, at their discretion,
reallocate Offer Shares initially allocated for the International Offering to the Hong Kong Public
Offering to satisfy valid applications in pool A and pool B under the Hong Kong Public Offering.
In the event that (i) the International Offer Shares are undersubscribed and the Hong Kong Offer
Shares are fully subscribed or oversubscribed irrespective of the number of times; or (ii) the
International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares
are fully subscribed or oversubscribed as to less than 10 times of the number of Hong Kong Offer
Shares initially available under the Hong Kong Public Offering up to 10,061,000 Offer Shares may
be reallocated to the Hong Kong Public Offering from the International Offering, so that the total
number of the Offer Shares available under the Hong Kong Public Offering will be increased to
20,122,500 Offer Shares, representing 10.00% of the number of the Offer Shares initially available
under the Global Offering (before any exercise of the Over-Allotment Option), in accordance with
Chapter 4.14 of the Guide for New Listing Applicants.
If the Hong Kong Public Offering is not fully subscribed for, the Overall Coordinators have
the authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the International
Offering, in such proportions as the Overall Coordinators deem appropriate.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the
International Offering will be disclosed in the results announcement of the Global Offering, which
is expected to be published on Tuesday, May 12, 2026.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking
and confirmation in the application submitted by him/her/it that he/she/it and any person(s) for
whose benefit he/she/it is making the application has not applied for or taken up, or indicated an
interest for, and will not apply for or take up, or indicate an interest for, any International Offer
Shares under the International Offering. Such applicant’s application under the International
Offering is liable to be rejected if such undertaking and/or confirmation is/are breached and/or
untrue (as the case may be).
Applicants under the Hong Kong Public Offering may (depending on application channels) be
required to pay, on application, the Offer Price of HK$10.50 per H Share plus brokerage of 1.0%,
SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading
fee of 0.00565%, amounting to a total of HK$5,302.95 for one board lot of 500 H Shares. If an
application is revoked, rejected, not accepted or accepted in part only, or if the conditions of the
Global Offering as set out in “— Conditions of the Global Offering” are not satisfied, appropriate
refund payments (including brokerage, SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee attributable to the surplus application monies) will be made to the relevant
applicants, without interest. Further details are set out in “How to Apply for Hong Kong Offer
Shares.”
STRUCTURE OF THE GLOBAL OFFERING
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THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
Subject to reallocation and the Over-allotment Option, the International Offering will consist
of an offering of initially 191,167,500 H Shares, representing approximately 95% of the Offer
Shares initially available under the Global Offering. The Offer Shares initially offered under the
International Offering, subject to any reallocation of Offer Shares between the Hong Kong Public
Offering and the International Offering, will represent approximately 95.0% of the total Shares in
issue immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised).
Allocation
The International Offering will include selective marketing of Offer Shares to QIBs in the
United States as well as professional and institutional investors and other investors anticipated to
have a sizeable demand for such Offer Shares in Hong Kong and other jurisdictions outside the
United States in reliance on Regulation S. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities that regularly invest in shares and other securities. Allocation of
Offer Shares pursuant to the International Offering will be effected in accordance with the
“book-building” process described in “— Pricing and Allocation” below and based on a number of
factors, including the level and timing of demand, the total size of the relevant investor’s invested
assets or equity assets in the relevant sector and whether or not it is expected that the relevant
investor is likely to buy further H Shares and/or hold or sell its H Shares after the Listing. Such
allocation is intended to result in a distribution of the H Shares on a basis which would lead to the
establishment of a solid professional and institutional shareholder base to the benefit of our Group
and the Shareholders as a whole. In addition, pursuant to Rule 18C.08 of the Listing Rules, at least
50% of the total number of shares offered in the Global Offering (excluding any shares to be issued
pursuant to the exercise of the Over-allotment Option) will be taken up by independent price setting
investors, as defined under the Listing Rules, in the International Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may require any
investor who has been offered Offer Shares under the International Offering and who has made an
application under the Hong Kong Public Offering to provide sufficient information to the Overall
Coordinators so as to allow it to identify the relevant applications under the Hong Kong Public
Offering and to ensure that they are excluded from any allocation of Offer Shares under the
International Offering.
Reallocation and Clawback
The total number of Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of reallocation as described in “— The Hong Kong Public Offering —
Reallocation and Clawback” above and/or the exercise of the Over-allotment Option in whole or in
part.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, our Company is expected to grant the Over-allotment
Option to the International Underwriters, exercisable by the Overall Coordinators (for themselves
and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators (for themselves and on behalf of the International
Underwriters) at any time from the Listing Date until 30 days after the last day for lodging
applications under the Hong Kong Public Offering, being Sunday, June 7, 2026, to require our
Company to issue up to an aggregate of 30,184,000 additional H Shares, representing not more than
15% of the Offer Shares initially available under the Global Offering, at the Offer Price to, among
other things, cover over-allocations in the International Offering, if any.
STRUCTURE OF THE GLOBAL OFFERING
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If the Over-allotment Option is exercised in full, the additional H Shares to be issued pursuant
thereto will represent approximately 2.55% of the total Shares in issue immediately following the
completion of the Global Offering and the issue of H Shares pursuant to the Over-allotment Option.
If the Over-allotment Option is exercised, an announcement will be made.
STABILIZATION
In connection with the Global Offering, the Stabilizing Manager or any person acting for it
may make purchases, over-allocate or effect transactions in the market or otherwise take such
stabilizing action(s) with a view to stabilizing or supporting the market price of the H Shares at a
level higher than that which might otherwise prevail for a limited period after the Listing Date. Any
such stabilizing action will be effected in compliance with all applicable laws and regulatory
requirements, including the Securities and Futures (Price Stabilizing) Rules under the SFO.
However, there is no obligation on the Stabilizing Manager or any person acting for it to conduct
any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute
discretion of the Stabilizing Manager or any person acting for it, (b) may be discontinued at any
time and (c) is required to be brought to an end within 30 days after the last day for lodging
applications under the Hong Kong Public Offering.
Stabilizing action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (b) selling or agreeing to sell the H
Shares so as to establish a short position in them for the purpose of preventing or minimizing any
reduction in the market price of the H Shares, (c) purchasing or subscribing for or agreeing to
purchase or subscribe for the H Shares pursuant to the Over-allotment Option in order to close out
any position established under (a) or (b) above, (d) purchasing or agreeing to purchase any of the
H Shares for the sole purpose of preventing or minimizing any reduction in the market price of the
H Shares, (e) selling or agreeing to sell any H Shares in order to liquidate any position established
as a result of those purchases and (f) offering or attempting to do anything as described in (b), (c),
(d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that: (a)
the Stabilizing Manager or any person acting for it may, in connection with the stabilizing action,
maintain a long position in the H Shares; (b) there is no certainty as to the extent to which and the
time or period for which the Stabilizing Manager or any person acting for it will maintain such a
long position; (c) liquidation of any such long position by the Stabilizing Manager or any person
acting for it and selling in the open market may have an adverse impact on the market price of the
H Shares; (d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date and is expected to expire on Sunday,
June 7, 2026, being the 30th day after the last day for lodging applications under the Hong Kong
Public Offering. After this date, when no further stabilizing action may be taken, demand for the
H Shares, and therefore the price of the H Shares, could fall; (e) the price of the H Shares cannot
be assured to stay at or above the Offer Price by the taking of any stabilizing action; and (f)
stabilizing bids or transactions effected in the course of the stabilizing action may be made at any
price at or below the Offer Price and can, therefore, be done at a price below the price paid by
applicants for, or investors in, the Offer Shares.
In order to effect stabilizing actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 30,184,000 H Shares, representing not more than 15% of the Offer Shares initially
available under the Global Offering, through delayed delivery arrangements with investors who
have been allocated Offer Shares in the International Offering. The delayed delivery arrangements
(if specifically agreed by an investor) relate only to the delay in the delivery of the Offer Shares
to such investor and the Offer Price for the Offer Shares allocated to such investor will be paid on
or before the Listing Date.
STRUCTURE OF THE GLOBAL OFFERING
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Our Company will ensure or procure that an announcement in compliance with the Securities
and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the expiration
of the stabilization period.
Over-allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager or any person acting for it may cover such over-allocations by exercising the
Over-allotment Option in full or in part, by using H Shares purchased by the Stabilizing Manager
or any person acting for it in the secondary market at prices that do not exceed the Offer Price, or
by a combination of these means.
PRICING AND ALLOCATION
The Offer Price will be HK$10.50 per H Share, unless otherwise announced by our Company
no later than the morning of the last day for lodging applications under the Hong Kong Public
Offering, as further explained below.
The International Underwriters will be soliciting from prospective investors indications of
interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the International
Offering they would be prepared to acquire either at different prices or at a particular price. This
process, known as “book-building,” is expected to continue up to, and to cease on or about, the last
day for lodging applications under the Hong Kong Public Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where it
deems appropriate, based on the level of interest expressed by prospective investors during the
book-building process, and with the consent of our Company, reduce the number of Offer Shares
and/or the Offer Price below that stated in this Prospectus at any time in or prior to the morning of
the last day for lodging applications under the Hong Kong Public Offering. In such case, our
Company will, as soon as practicable following the decision to make such reduction, and in any
event not later than the morning of the last day for lodging applications under the Hong Kong Public
Offering, cause to be published on the website of the Stock Exchange at www.hkexnews.hk and our
website at www.metistechbio.com notices of the reduction in the number of Offer Shares and/or the
Offer Price, the cancelation of the Global Offering and the relaunch of the offering at the revised
number of Offer Shares and/or Offer Price. Our Company will also, as soon as practicable following
the decision to make such reduction, issue a supplemental or new prospectus updating investors of
the reduction in the number of Offer Shares and/or the Offer Price, and giving investors at least
three business days to consider the new information. The supplemental or new prospectus shall
include at least the following: updated (a) Offer Price and market capitalization; (b) listing
timetable and underwriting obligations; (c) price/earnings multiple (if applicable), unaudited pro
forma and adjusted net tangible assets; and (d) use of proceeds and working capital adequacy
confirmation based on revised estimated proceeds. In the absence of any such supplemental or new
prospectus so published, the number of Offer Shares and/or the Offer Price will not be reduced.
If there is any change to the offer size due to change in the number of Offer Shares initially
offered under the Global Offering (other than pursuant to the exercise of the Over-allotment Option
and/or the reallocation mechanism as disclosed in this Prospectus), or if the Offer Price falls outside
the Offer Price as stated in this Prospectus, or if our Company becomes aware that there has been
a significant change affecting any matter contained in this Prospectus or a significant new matter
has arisen, the inclusion of information in respect of which would have been required to be in this
Prospectus if it had arisen before this Prospectus was issued, after the issue of this Prospectus and
before the commencement of dealings in our H Shares as prescribed under Rule 11.13 of the Listing
Rules, we are required to cancel the Global Offering, issue a supplemental or new prospectus and
relaunch the offering on FINI pursuant to the supplemental or new prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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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 are expected
to be announced on Tuesday, May 12, 2026 on the website of the Stock Exchange at
www.hkexnews.hk and our website at www.metistechbio.com.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms and conditions of the Hong Kong Underwriting Agreement. Our Company expects to enter
into the International Underwriting Agreement relating to the International Offering on or about
Monday, May 11, 2026. These underwriting arrangements, including the Underwriting Agreements,
are summarized in “Underwriting.”
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on: (a) the Listing
Committee granting approval for the listing of, and permission to deal in, the H Shares to be
converted from Unlisted Shares and to be issued pursuant to the Global Offering (including any
additional H Shares that may be issued pursuant to the exercise of the Over-allotment Option) on
the Main Board of the Stock Exchange, and such approval and permission not having been
withdrawn or revoked prior to the commencement of dealings in the H Shares on the Stock
Exchange; (b) the execution and delivery of the International Underwriting Agreement on or about
Monday, May 11, 2026; and (c) the obligations of the Hong Kong Underwriters under the Hong
Kong Underwriting Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and not having been
terminated in accordance with the terms of the respective agreements, in each case on or before the
dates and times specified in the respective Underwriting Agreements (unless and to the extent such
conditions are validly waived on or before such dates and times) and, in any event, not later than
the date which is 30 days after the date of this Prospectus.
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published on the website of the Stock Exchange at
www.hkexnews.hk and our website at www.metistechbio.com on the next day following such
lapse. In such a situation, all application monies will be returned, without interest, on the terms set
out in “How to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share
Certificates and Refund of Application Monies.” In the meantime, all application monies will be
held in separate bank account(s) with the receiving bank or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
on Wednesday, May 13, 2026 (Hong Kong time), dealings in the H Shares on the Stock Exchange
are expected to commence at 9:00 a.m. on Wednesday, May 13, 2026 (Hong Kong time). The H
Shares will be traded in board lots of 500 H Shares each. The stock code of the H Shares will be
7666.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under “HKEXnews > New Listings > New Listing Information” and our website at
www.metistechbio.com .
The contents of this Prospectus are identical to the Prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying (i) are 18 years of age or older; and (ii) have a Hong Kong address (for the White Form
eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to our Company, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying (i) are an existing Shareholder or close associates; (ii)
are a Director or any of his/her close associate; or (iii) have been allocated or have applied for any
International Offer Shares or otherwise participated in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, May 5, 2026
and end at 12:00 noon on Friday, May 8, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application
Channel Platform Target Investors Application Time
White Form
eIPO service /H1118/H1118
www.eipo.com.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 Tuesday,
May 5, 2026 to 11:30 a.m.
on Friday, May 8, 2026
(Hong Kong time).
The latest time for completing
full payment of application
monies will be 12:00 noon
on Friday, May 8, 2026
(Hong Kong time).
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Application
Channel Platform Target Investors Application Time
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instruction(s) on your
behalf through
HKSCC’s FINI system
in accordance with your
instructions.
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.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions, and you are advised not to wait until the last
day for applications to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in
respect of any application instruction given by you or for your benefit through the White Form
eIPO service to make an application for Hong Kong Offer Shares, an actual application shall be
deemed to have been made. If you are a person for whose benefit the application instructions are
given, you shall be deemed to have declared that only one set of 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 application instructions for the benefit of the person for whom
you are an agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the
White Form eIPO Service Provider to apply on the terms and conditions in this Prospectus, as
supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for Hong Kong Offer Shares on your behalf
through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting
as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your
behalf and to do on your behalf all the things stated in this Prospectus and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instruction 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.
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3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) (2) as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. Hong Kong identity card
(“HKID ”); or
ii. National identification document;
or
iii. Passport
 Identity document number
 Full name(s)
(2) as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. Legal Entity Identifier (“ LEI”)
registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate;
or
iv. Other equivalent document
 Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address,
a contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a HKID number, you must confirm that you do not hold a HKID.
(2) The applicant’s full name as shown on his/her/its 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 English and Chinese names, both English and Chinese names
must be used. Otherwise, either English or Chinese name 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 (including Hong Kong residents and Hong Kong permanent residents), the HKID number must be used
when making an application for Hong Kong Offer Shares. Similarly, for corporate applicants, a LEI number
must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii) the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each of
the joint beneficial owners. If you do not include this information, the application will be treated as being made
for your benefit.
(6) If an application is made by 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 (i) control the composition of the board of directors of the company; (ii)
control more than half of the voting power of the company; or (iii) 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 the HKSCC EIPO channel and making an application under a
power of attorney, the Overall Coordinators may accept the application at its discretion and on any
conditions it thinks fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
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4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118: 500 H 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/H1118
: Hong Kong Offer Shares are available for application in
specified board lot sizes only. Please refer to the amount
payable associated with each specified board lot size in the
table below.
The Offer Price is HK$10.50 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%, AFRC transaction
levy of 0.00015% and Stock Exchange trading fee of
0.00565%.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application in such amount as determined by the broker or
custodian , based on the applicable laws and regulations in
Hong Kong. Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for Hong
Kong Offer Shares on your behalf through the HKSCC EIPO
channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to arrange
payment of the Offer Price, brokerage, SFC transaction levy,
AFRC transaction levy and Stock Exchange trading fee by
debiting the relevant nominee bank account at the designated
bank for your broker or custodian.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
500 5,302.95 6,000 63,635.35 40,000 424,235.70 400,000 4,242,357.00
1,000 10,605.89 7,000 74,241.24 45,000 477,265.17 500,000 5,302,946.26
1,500 15,908.84 8,000 84,847.15 50,000 530,294.63 1,000,000 10,605,892.50
2,000 21,211.79 9,000 95,453.03 60,000 636,353.56 1,500,000 15,908,838.76
2,500 26,514.73 10,000 106,058.93 70,000 742,412.48 2,000,000 21,211,785.00
3,000 31,817.68 15,000 159,088.39 80,000 848,471.40 2,500,000 26,514,731.26
3,500 37,120.63 20,000 212,117.86 90,000 954,530.33 3,000,000 31,817,677.50
4,000 42,423.56 25,000 265,147.31 100,000 1,060,589.26 3,500,000 37,120,623.76
4,500 47,726.52 30,000 318,176.78 200,000 2,121,178.50 4,000,000 42,423,570.00
5,000 53,029.47 35,000 371,206.23 300,000 3,181,767.76 5,030,500
(1) 53,352,942.22
Notes:
(1) The maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee. If your application is successful, the brokerage will be paid to the Exchange Participants and the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee will be paid to the Stock Exchange
(in the case of the SFC transaction levy and the AFRC transaction levy, collected by the Stock Exchange on behalf
of the SFC 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 “— A. Application for Hong Kong Offer Shares — 3. Information
Required to Apply” above. If you are suspected of submitting or causing to be submitted more than
one application, all of your applications will be rejected.
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Multiple applications made either through (i) the White Form eIPO service, (ii) the HKSCC
EIPO channel or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the White Form eIPO service or the HKSCC EIPO channel, you or
the person(s) for whose benefit you have made the application shall not apply for any International
Offer Shares.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or the
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things
on your behalf):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the
Overall Coordinators (or its agents or nominees), as our agents, to execute any
documents for you and to do on your behalf all things necessary to register any Hong
Kong Offer Shares allocated to you in your name or in the name of HKSCC Nominees
as required by the Articles of Association, and (if you are applying through the HKSCC
EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for
the credit of your designated HKSCC Participant’s stock account on your behalf;
(b) confirm that you have read and understood the terms and conditions and application
procedures set out in this Prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(d) confirm that you are aware of the restrictions on the Hong Kong Public Offering set out
in this Prospectus and they do not apply to you or the person(s) for whose benefit you
have made the application;
(e) confirm that you have read this Prospectus and any supplement to it, and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made), and will not rely on any other
information or representations;
(f) agree that we, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the
Capital Market Intermediaries, our and their respective directors, officers, employees,
partners, agents, advisers and other parties involved in the Global Offering (the
“Relevant Persons ”), the H Share Registrar, the White Form eIPO Service Provider
and HKSCC will not be liable for any information and representations not in this
Prospectus and any supplement to it;
(g) undertake and confirm that you or the person(s) for whose benefit you have made the
application have not applied for or taken up, or indicated an interest in, and will not
apply for or take up, or indicate an interest in, any International Offer Shares nor
participated in the International Offering;
(h) 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 specified under “— G. Personal Data” below;
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(i) 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;
(j) 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 “— B. Publication of Results” below;
(k) confirm that you are aware of the situations specified in “— C. Circumstances in Which
Y ou Will Not Be Allocated Hong Kong Offer Shares” below;
(l) 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;
(m) agree and warrant that you have complied 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;
(n) represent, warrant and undertake that (a) you understand that the Hong Kong Offer
Shares have not been and will not be registered under the U.S. Securities Act; and (b)
you and the person(s) for whose benefit you have made the application are outside the
United States (as defined in Regulation S) or are a person described in paragraph (h)(3)
of Rule 902 of Regulation S;
(o) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the director(s), chief executive(s),
controlling shareholder(s), substantial shareholder(s) or other 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 director(s), chief executive(s), controlling shareholder(s),
substantial shareholder(s) or other existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the H Shares registered in your name or
otherwise held by you;
(p) warrant that the information you have provided is true and accurate;
(q) 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;
(r) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(s) authorize us to place your name(s) or the name of HKSCC Nominees on our register of
members as the holder(s) of any Hong Kong Offer Shares allocated to you and such other
registers as may be required under the Articles of Association, and we and/or our agents
to send any H Share certificate(s) and/or any White Form e-Refund payment instructions
and/or any refund check(s) to you or the first-named applicant for joint application to the
address specified in your application instructions by ordinary post at your own risk,
unless you are eligible to collect the H Share certificate(s) and/or refund check(s) in
person;
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(t) 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;
(u) (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 application instructions to HKSCC
directly or indirectly or through the White Form eIPO service or by you or by anyone
as your agent or by any other person; and
(v) (if you are making the application as an agent for the benefit of another person) warrant
that (a) 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 application instructions to HKSCC and (b) you have due authority to give
application instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118The designated results of allocation website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function.
The full list of (i) wholly or partially
successful applicants using the White Form
eIPO service and HKSCC EIPO channel,
and (ii) the number of Hong Kong Offer
Shares conditionally allotted to them, among
other things, will be displayed on the
“Allotment Results” page of the
White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
24 hours, from 11:00 p.m. on
Tuesday, May 12, 2026 to
12:00 midnight on Monday,
May 18, 2026 (Hong Kong
time).
The website of the Stock Exchange at
www.hkexnews.hk and our website at
www.metistechbio.com , which will provide
links to the above-mentioned websites of the
H Share Registrar.
By 11:00 p.m. on Tuesday,
May 12, 2026 (Hong Kong
time).
Telephone /H1118/H1118/H1118+852 2862 8555 — the allocation results
telephone enquiry line provided by the
H Share Registrar
Between 9:00 a.m. and
6:00 p.m. on Wednesday,
May 13, 2026, Thursday,
May 14, 2026, Friday,
May 15, 2026 and Monday,
May 18, 2026 (Hong Kong
time).
For those applying through the HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Monday, May 11, 2026 (Hong Kong time).
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HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Monday, May 11, 2026 (Hong Kong time) on a 24-hour basis, and should report any discrepancies
on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong
Offer Shares on the website of the Stock Exchange at www.hkexnews.hk and our website at
www.metistechbio.com by no later than 11:00 p.m. on Tuesday, May 12, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying:
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 H Shares either (i) within three weeks from the closing date of the application
lists; or (ii) 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 “—
A. Application for Hong Kong Offer Shares — 5. Multiple Applications Prohibited” above 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) the Company
or the Overall Coordinators believes that by accepting your application, it or they 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.
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However, if it is determined that such settlement obligation cannot be met, the affected Hong
Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the settlement
failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money
settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share
Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due
to the money settlement failure.
D. DISPATCH/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.
The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing
Date, which is expected to be Wednesday, May 13, 2026 (Hong Kong time), provided that the
Global Offering has become unconditional in all respects and the right of termination described in
“Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering —
Grounds for Termination” has not been exercised. Investors who trade H Shares 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. 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:
White Form eIPO service HKSCC EIPO channel
Dispatch/collection of H Share certificate
For H Share
certificate(s) of
1,000,000 Hong
Kong Offer Shares
or more issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from the
H Share Registrar, Computershare
Hong Kong Investor Services
Limited, Shops 1712-1716, 17th
Floor, Hopewell Centre, 183
Queen’s Road East, Wan Chai, Hong
Kong.
H Share certificate(s) will be
issued in the name of
HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account.
Time : from 9:00 a.m. to 1:00 p.m. on
Wednesday, May 13, 2026
(Hong Kong time).
No action by you is required.
If you are an individual, you must not
authorize any other person to collect
for you. If you are a corporate
applicant, your authorized
representative must bear a letter of
authorization from your corporation
stamped with your corporation’s
chop.
Both individuals and authorized
representatives must produce, at the
time of collection, evidence of
identity acceptable to the H Share
Registrar.
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White Form eIPO service HKSCC EIPO channel
Note : If you do not collect your H
Share certificate(s) personally within
the time above, it/they will be sent
to the address specified in your
application instructions by ordinary
post at your own risk.
For H Share
certificate(s) of less
than 1,000,000
Hong Kong Offer
Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our H Share certificate(s) will be sent
to the address specified in your
application instructions by ordinary
post at your own risk.
Time: Tuesday, May 12, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wednesday, May 13, 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
White Form e-Refund payment
instructions to your designated bank
account.
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it.
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund check(s) will be dispatched to
the address specified in your
application instructions by ordinary
post at your own risk.
Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong
on Tuesday, May 12, 2026 rendering it impossible for the relevant H Share certificates to be
dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to
arrange for delivery of the supporting documents and H Share certificates in accordance with the
contingency arrangements as agreed between them. Y ou may refer to “— E. Severe Weather
Arrangements” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The application lists will not open or close on Friday, May 8, 2026 if there is/are (i) a tropical
cyclone warning signal number 8 or above; (ii) a “black” rainstorm warning signal; and/or (iii)
Extreme Conditions (collectively, “ Severe Weather Signals ”) in force in Hong Kong at any time
between 9:00 a.m. and 12:00 noon on Friday, May 8, 2026 (Hong Kong time).
Instead they will open at 11:45 a.m. and/or close at 12:00 noon on the next business day which
does not have Severe Weather Signals in force in Hong Kong at any time between 9:00 a.m. and
12:00 noon (Hong Kong time).
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 “Expected Timetable,” an announcement will be made and published on the website
of the Stock Exchange at www.hkexnews.hk and our website at www.metistechbio.com of the
revised timetable.
If a Severe Weather Signal is hoisted on Tuesday, May 12, 2026 (i) the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to CCASS so that they
would be available for trading on Wednesday, May 13, 2026; and (ii) for physical H Share
HOW TO APPLY FOR HONG KONG OFFER SHARES
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certificate(s) of less than 1,000,000 Hong Kong Offer Shares issued under your own name, dispatch
will be made by ordinary post when the post office re-opens after the Severe Weather Signal is
lowered or canceled (e.g. in the afternoon of Tuesday, May 12, 2026 or on Wednesday, May 13,
2026).
If a Severe Weather Signal is hoisted on Wednesday, May 13, 2026, for physical H Share
certificate(s) of 1,000,000 Hong Kong Offer Shares or more issued under your own name, you may
pick it/them up from the H Share Registrar’s office after the Severe Weather Signal is lowered or
canceled (e.g. in the afternoon of Wednesday, May 13, 2026 or on Thursday, May 14, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or
any other date HKSCC chooses. Settlement of transactions between Exchange Participants is
required to take place in CCASS on the second settlement day after any trading day. All activities
under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures
in effect from time to time. All necessary arrangements have been made enabling the H Shares to
be admitted into CCASS. Y ou should seek the advice of your broker or other professional advisers
for details of those settlement arrangements as such arrangements may affect your rights and
interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. Such 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 applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the Collection of Y our Personal Data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar.
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 dispatch 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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3. Purposes
Y our personal data may be used, held, processed and/or stored (by whatever means) for the
following purposes (i) processing your application and refund check and White Form e-Refund
payment instruction(s), where applicable, verification of compliance with the terms and application
procedures set out in this Prospectus and announcing results of allocation of Hong Kong Offer
Shares; (ii) compliance with applicable laws and regulations in Hong Kong and elsewhere; (iii)
registering new issues or transfers into or out of the names of the holders of the H Shares including,
where applicable, HKSCC Nominees; (iv) maintaining or updating the Company’s register of
members; (v) verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares; (vi) facilitating Hong Kong Offer Shares balloting; (vii)
establishing benefit entitlements of holders of the H Shares, such as dividends, rights issues, bonus
issues, etc.; (viii) distributing communications from the Company and its subsidiaries; (ix)
compiling statistical information and profiles of the holder of the H Shares; (x) disclosing relevant
information to facilitate claims on entitlements; and (xi) 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 for and holders of the H Shares and/or regulators and/or any other purposes
to which applicants for and holders of the H Shares may from time to time agree.
4. Transfer of Personal Data
Personal data held by the Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following (i) the Company’s appointed agents such as financial advisers, receiving bank and
overseas principal share registrar; (ii) 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); (iii) any agents, contractors or third-party service providers
who offer administrative, telecommunications, computer, payment or other services to the Company
or the H Share Registrar in connection with their respective business operations; (iv) 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 purposes of the Stock Exchange’s
administration of the Listing Rules and the SFC’s performance of its statutory functions; and (v) 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 for and
holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and Correction of Personal Data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to the Company, at the Company’s registered address disclosed in
“Corporate Information” or as notified from time to time, for the attention of the joint company
secretaries, or the H Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 314 ---
The following is the text of a report set out on pages I-1 to I-2, received from the Company’ s
reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the
purpose of incorporation in this Prospectus. It is prepared and addressed to the directors of the
Company and to the Joint Sponsors pursuant to the requirements of Hong Kong Standard on
Investment Circular Reporting Engagement 200 (the “HKSIR 200”), Accountants’ Reports on
Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of
Certified Public Accountants.
ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF METIS TECHBIO CO., LTD., JEFFERIES HONG KONG LIMITED,
DEUTSCHE SECURITIES ASIA LIMITED AND CITIC SECURITIES (HONG KONG)
LIMITED
Introduction
We report on the historical financial information of Metis TechBio Co., Ltd. (the “Company”)
and its subsidiaries (together, the “Group”) set out on pages I-3 to I-49, which comprises the
consolidated statements of financial position as at December 31, 2023, 2024 and 2025, the
Company statements of financial position as at December 31, 2023, 2024 and 2025, and the
consolidated statements of profit or loss, the consolidated statements of comprehensive loss, the
consolidated statements of changes in equity/(deficit) and the consolidated statements of cash flows
for each of the years ended December 31, 2023, 2024 and 2025 (the “Track Record Period”) and
material accounting policy information and other explanatory information (together, the “Historical
Financial Information”). The Historical Financial Information set out on pages I-3 to I-49 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the Company
dated May 5, 2026 (the “Prospectus”) in connection with the initial listing of H shares of the
Company on the Main Board of The Stock Exchange of Hong Kong Limited.
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of Historical Financial
Information that gives a true and fair view in accordance with the basis of presentation and
preparation set out in Notes 1.2 and 2 to the Historical Financial Information, and for such internal
control as the directors determine is necessary to enable the preparation of Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
Reporting accountant’s responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200, Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan
and perform our work to obtain reasonable assurance about whether the Historical Financial
Information is free from material misstatement.
APPENDIX I ACCOUNTANT’S REPORT
– I-1 –


--- page 315 ---
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
accountant’s 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 accountant considers internal control relevant to the entity’s preparation of Historical
Financial Information that gives a true and fair view in accordance with the basis of presentation
and preparation set out in Notes 1.2 and 2 to the Historical Financial Information in order to design
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the directors, 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 accountant’s
report, a true and fair view of the financial position of the Company as at December 31, 2023, 2024
and 2025 and the consolidated financial position of the Group as at December 31, 2023, 2024 and
2025 and of its consolidated financial performance and its consolidated cash flows for the Track
Record Period in accordance with the basis of presentation and preparation set out in Notes 1.2 and
2 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) 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 31 to the Historical Financial Information which states that no dividends have
been paid by Metis TechBio Co., Ltd. in respect of the Track Record Period.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, May 5, 2026
APPENDIX I ACCOUNTANT’S REPORT
– I-2 –


--- page 316 ---
I HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountant’s report.
The financial statements of the Group for the Track Record Period, on which the Historical
Financial Information is based, were audited by PricewaterhouseCoopers in accordance with
International Standards on Auditing issued by the International Auditing and Assurance Standards
Board (the “Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANT’S REPORT
– I-3 –


--- page 317 ---
Consolidated statements of profit or loss
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers /H1118 6 9,338 1,482 105,000
Cost of revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (3,753) (659) (1,913)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,585 823 103,087
Research and development expenses /H1118/H1118/H1118/H11189 (290,463) (274,001) (269,809)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (85,473) (90,565) (196,045)
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11189 (24,781) (14,750) (22,857)
Other (expense)/income – net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (53,881) 14,941 19,934
Other (losses)/gains – net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (393) 6,262 4,083
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(449,406) (357,290) (361,607)
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 6,405 14,734 13,207
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (78,374) (156,634) (43,313)
Finance costs – net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,969) (141,900) (30,106)
Fair value changes of convertible loan /H1118/H111829 (60,551) – –
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,926) (499,190) (391,713)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 (2) (8) (123)
Loss for the year attributable to the
owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,928) (499,198) (391,836)
Loss per share for loss attributable to
the owners of the Company
(expressed in RMB per share):
Basic and diluted loss per share /H1118/H1118/H1118/H1118/H111814 (7.22) (6.37) (4.66)
APPENDIX I ACCOUNTANT’S REPORT
– I-4 –


--- page 318 ---
Consolidated statements of comprehensive loss
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,928) (499,198) (391,836)
Other comprehensive loss
Items that will be reclassified to profit
or loss
Currency translation differences /H1118/H1118/H1118/H1118/H1118 2,431 494 (245)
Other comprehensive loss for the year,
net of nil tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,431 494 (245)
Total comprehensive loss for the year
attributable to the owners of the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(579,497) (498,704) (392,081)
APPENDIX I ACCOUNTANT’S REPORT
– I-5 –


--- page 319 ---
Consolidated statements of financial position
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 92,959 67,388 65,745
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 12,606 5,587 27,925
Investments property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 31,137 26,160 20,915
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 6,397 5,094 4,259
Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 125,447 107,963 –
Prepayments and other
non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 18,461 16,886 22,480
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118287,007 229,078 141,324
Current assets
Prepayments and other current assets /H1118/H1118/H111821 184,632 31,005 23,259
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 705 268 181
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.3 – 209,102 30,062
Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 279,580 21,441 267,179
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 561,470 557,641 828,263
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,026,387 819,457 1,148,944
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,313,394 1,048,535 1,290,268
LIABILITIES
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 81,811 66,595 72,151
Redemption liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 2,073,125 2,250,247 –
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 37,807 4,656 5,051
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,192,743 2,321,498 77,202
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 9,359 10,687 10,605
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 – 11,084 17,193
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 30,000 10,000 40,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 17,397 16,420 18,979
Employee benefit obligations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,362 14,066 16,214
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 – 37,000 32,000
Accruals and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 26,096 10,169 37,217
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,214 109,426 172,208
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,290,957 2,430,924 249,410
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118928,173 710,031 976,736
Net (liabilities)/asset /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(977,563) (1,382,389) 1,040,858
EQUITY
(Deficits)/equity attributable to owners
of the Company
Share capital/Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 87,680 87,851 94,105
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 117,775 211,976 2,696,316
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,183,018) (1,682,216) (1,749,563)
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(977,563) (1,382,389) 1,040,858
APPENDIX I ACCOUNTANT’S REPORT
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Company statements of financial position
As at December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Investment in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812(b) 127,778 235,135 290,463
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,120 33,262 20,604
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,600 2,917 11,097
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,856 1,630 1,878
Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 63,804 55,017 –
Prepayments and other 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/H111821 407,438 272,263 259,725
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118657,596 600,224 583,767
Current assets
Prepayments and other current assets /H1118/H1118/H111821 181,584 23,733 12,926
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118681 22,490 24,407
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 129,007 30,062
Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 279,580 10,788 212,638
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 270,133 447,607 742,502
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118731,978 633,625 1,022,535
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,389,574 1,233,849 1,606,302
LIABILITIES
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,221 – 9,891
Redemption liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 2,073,125 2,250,247 –
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,937 966 975
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,078,283 2,251,213 10,866
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 5,548 3,966 3,963
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,113 60
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000 10,000 40,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,133 3,221 546
Employee benefit obligations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,109 7,622 900
Accruals and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 22,134 7,245 6,927
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,924 40,167 52,396
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,149,207 2,291,380 63,262
Net (liabilities)/asset /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(759,633) (1,057,531) 1,543,040
EQUITY
(Deficits)/equity attributable to owners
of the Company
Share capital/Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
24 87,680 87,851 94,105
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 (14,899) 78,808 2,571,038
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(832,414) (1,224,190) (1,122,103)
Total (deficits)/equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(759,633) (1,057,531) 1,543,040
APPENDIX I ACCOUNTANT’S REPORT
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Consolidated statements of changes in equity/(deficit)
Deficits attributable to owners of the Company
Note
Paid-in
capital Reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
Balance at January 1, 2023 /H1118/H1118 111,917 399,042 (601,090) (90,131)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (581,928) (581,928)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – 2,431 – 2,431
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,431 (581,928) (579,497)
Transactions with owners in
their capacity as owners:
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 45,331 1,258,883 – 1,304,214
Shareholder withdrawal of
capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 (84,776) – – (84,776)
Conversion of convertible loan
to ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 15,208 883,280 – 898,488
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 – (2,008,386) – (2,008,386)
Reserves related to
reorganization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – (521,948) – (521,948)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H111826 – 104,473 – 104,473
Balance at December 31,
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,680 117,775 (1,183,018) (977,563)
Deficits attributable to owners of the Company
Note
Paid-in
capital Reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
Balance at January 1, 2024 /H1118/H1118 87,680 117,775 (1,183,018) (977,563)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (499,198) (499,198)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – 494 – 494
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 494 (499,198) (498,704)
Transactions with owners in
their capacity as owners:
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 171 11,230 – 11,401
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 – (11,412) – (11,412)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H111826 – 93,889 – 93,889
Balance at December 31,
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,851 211,976 (1,682,216) (1,382,389)
APPENDIX I ACCOUNTANT’S REPORT
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Equity attributable to owners of the Company
Note
Paid-in
capital/
Share
capital Reserves
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
Balance at January 1, 2025 /H1118/H1118 87,851 211,976 (1,682,216) (1,382,389)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (391,836) (391,836)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – (245) – (245)
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (245) (391,836) (392,081)
Transactions with owners in
their capacity as owners:
Conversion into a joint stock
company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (324,489) 324,489 –
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 4,504 345,496 – 350,000
Capital contribution related to
employee share awards /H1118/H1118/H1118/H111825 1,750 13,622 – 15,372
Derecognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 – 2,278,172 – 2,278,172
Repurchase liabilities for
employee share awards /H1118/H1118/H1118/H111825 – (11,955) – (11,955)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H111826 – 183,739 – 183,739
Balance at December 31,
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,105 2,696,316 (1,749,563) 1,040,858
APPENDIX I ACCOUNTANT’S REPORT
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Consolidated statements of cash flows
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash flows from operating activities
Cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832(a) (198,831) (253,936) (134,677)
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/H11186,405 14,734 13,207
Income taxes paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 (2) (8) (123)
Net cash outflow from operating activities /H1118/H1118/H1118/H1118/H1118/H1118(192,428) (239,210) (121,593)
Cash flows from investing activities
Purchase of term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(392,310) – (361,823)
Payments for financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.3 – (795,145) (998,000)
Purchase of property and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(49,494) (3,341) (18,653)
Payments of deposits related to lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (823)
Purchase of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,968) (294) (380)
Proceeds from maturity of term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,888 284,679 233,011
Proceeds from redemption of short-term investments
measured at fair value through profit or loss /H1118/H1118/H1118/H1118/H11183.3 20,148 592,895 1,181,668
Cash received for disposal of property 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/H1118844 131 92
Net cash inflow from investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(404,892) 78,925 35,092
Cash flows from financing activities
Proceeds injected by shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,132,067 183,550 350,000
Cash received from employee share awards /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,372
Proceeds from convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 344,318 – –
Proceeds from bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 30,000 10,000 40,000
Repayment of reorganization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(521,948) – –
Repayment of convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 (73,226) – –
Repayment of capital reduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84,776) – –
Payments for transaction cost for issuance of
convertible bond /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (1,716) – –
Payment of listing expenses to be capitalized /H1118/H1118/H1118/H1118/H1118/H1118 – – (1,528)
Repayment to bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,883) (30,331) (10,832)
Payment of lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,899) (19,908) (23,533)
Net cash inflow from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118799,937 143,311 369,479
Net increase/(decrease) in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,617 (16,974) 282,978
Cash and cash equivalents at the beginning of the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364,472 561,470 557,641
Effects of exchange rate changes on cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,619) 13,145 (12,356)
Cash and cash equivalents at the end of the year /H1118/H1118/H1118 561,470 557,641 828,263
APPENDIX I ACCOUNTANT’S REPORT
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II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 GENERAL INFORMATION, REORGANIZATION AND BASIS OF PRESENTATION
1.1 General information
Metis TechBio Co., Ltd. (the “Company”) was incorporated in Hangzhou, the People’s Republic of China (the “PRC”)
on January 10, 2020 as a limited liability company. On June 30, 2025, the Company was converted into a joint stock company
with limited liability under the Company Law of the PRC.
The Company is an investment holding company. The Company and its subsidiaries (collectively referred to as the
“Group”) are principally engaged in AI-empowered nanomaterial innovation for the delivery and application of active agents
across all carbon-based life forms.
The Company’s principal subsidiaries during the Track Record Period and as at the date of this report are set out in
Note 12.
1.2 Reorganization and basis of presentation
Prior to April 24, 2023, the Company was held indirectly by Metis Pharmaceuticals Inc (“Metis”), which was
incorporated in the Cayman Islands on October 2, 2019 as an exempted company with limited liability under the Company
Law Cap.22. of the Cayman Islands.
Pursuant to a reorganization agreement dated April 24, 2023, (1) the Company acquired 100% of equity interests of
Metis Therapeutics Inc. and Beijing Jitai Pharmaceutical Technology Co., Ltd. from Metis and its subsidiary respectively,
which is regarded as a business combination under common control and accounted using the predecessor method, (2) each
of the shareholders of Metis became the shareholders of the Company with substantially the same shareholding percentages
in Metis before and after the reorganization.
Under the predecessor method, the net assets of subsidiaries acquired were consolidated using the existing book
values from Metis’ perspective, and differences between the consideration paid and net assets recognised were recorded in
equity, instead of goodwill.
2 BASIS OF PREPARATION
The Historical Financial Information of the Group has been prepared in accordance with all applicable IFRS
Accounting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board. The
Historical Financial Information has been prepared under the historical cost convention, as modified by the revaluation of
financial liabilities at fair value through profit or loss (“FVPL”), and financial assets at FVPL.
The preparation of Historical Financial Information in conformity with IFRS Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the
Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the Historical Financial Information are disclosed in Note 4 below.
The accounting policies applied in the preparation of the Historical Financial Information have been consistently
applied to the Track Record Period, unless otherwise stated.
Other than those material accounting policies information as disclosed in the notes to the relevant financial line items
or transactions in this Historical Financial Information, a summary of the other accounting policies information has been set
out in Note 37 to this Historical Financial Information.
2.1 New or amended standards, amendments or interpretations
All effective standards, amendments to standards and interpretations, which are mandatorily effective for the financial
year beginning on 1 January 2025, are consistently applied to the Group for the Track Record Period.
Standards, amendments and interpretations that have been issued but not yet effective and not been early adopted by
the Group during the Track Record Period are as follows:
Standards and amendments
Effective for accounting periods
beginning on or after
Amendments to IFRS 9 and IFRS 7, ‘Amendments to the Classification and
Measurement of Financial Instruments’ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1 January 2026
Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature-dependent
electricity’ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 January 2026
Annual Improvements – V olume 11 IFRS accounting standards /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2026
IFRS 18, ‘Presentation and Disclosure in Financial Statements’ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2027
IFRS 19, ‘Subsidiaries without Public Accountability: Disclosures’ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 January 2027
Amendments to IFRS 10 and IAS 28 ‘Sale or Contribution of Assets between
an Investor and its Associate or Joint V enture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
To be determined
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The Group has already commenced an assessment of the impact of these new or revised standards, amendments and
interpretations, certain of which are relevant to the Group’s operations. According to the preliminary assessment made by
the directors, these standards and amendments are not expected to have a significant impact on the Group’s financial
performance and position, except IFRS 18.
IFRS 18 sets out requirements on disclosures in financial statements and it will replace IAS 1 Presentation of
Financial Statements and the application of IFRS 18 will not have significant impact on the financial position. Although the
adoption of IFRS 18 will have no impact on the group’s net loss, the group expects that grouping items of income and
expenses in the statement of profit or loss into the new categories will impact how operating loss is calculated and reported.
From the high-level impact assessment that the Group has performed, the income and expense from the investment property
and the income from term deposit and wealth management products might potentially impact operating loss of the Group.
3 FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest
rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
Risk management is carried out by the senior management of the Group.
3.1 Financial risk factors
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are
denominated in a currency that is not the respective functional currency of the Group’s subsidiaries. The functional
currency of the Company and its subsidiaries operate in Chinese Mainland is RMB whereas functional currency of
the subsidiaries operate outside Chinese Mainland are USD and AUD. The Group manages its foreign exchange risk
by performing regular reviews of the Group’s net foreign exchange exposures and tries to minimize these exposures
through natural hedges, wherever possible.
The foreign currency assets and liabilities of the Group entities are certain cash and cash equivalents, term
deposits, financial assets at FVPL and receivables and payables denominated in foreign currencies of respective group
entities that are exposed to foreign currency risk. The foreign exchange risk the Group is facing mainly comes from
movements in the USD/RMB.
If USD had strengthened by 5% against RMB with all other variables held constant, loss before income tax
for the year would have been approximately RMB14,823,000, RMB25,299,000 and RMB14,011,000 lower for the
years ended December 31, 2023, 2024 and 2025 respectively.
(ii) Interest rate risk
Except for cash and cash equivalents, restricted cash, term deposits and short-term borrowings, the Group has
no significant interest-bearing assets and borrowings.
The directors of the Company do not anticipate significant impact to interest-bearing assets and borrowings
resulted from the changes in interest rate because the interest rates of the above-mentioned interest-bearing assets and
borrowings are not expected to change significantly.
(iii) Price risk
The Group’s exposure to equity securities price risk arises from investments in low-risk wealth management
products and classified in the statement of financial position as financial assets at fair value through profit or loss.
To manage its price risk arising from investments in low-risk wealth management products, the Group makes
investment decisions related to wealth management products on a case-by-case basis after thoroughly considering a
number of factors, including but not limited to macroeconomic environment, general market conditions and the
expected profit or potential loss of the investment.
(b) Credit risk
Credit risk arises from cash and cash equivalents, restricted cash, term deposits, financial assets at FVPL, as well as
trade receivables and other receivables. The carrying amount of each class of the above financial assets represents the
Group’s maximum exposure to credit risk in relation to the corresponding class of financial assets. The directors considered
that the Group’s credit risk of these financial assets measured at amortised cost was insignificant and no material loss
allowance provision was recognized for these financial assets measured at amortized cost.
To manage this risk, cash and cash equivalents, restricted cash and term deposits are mainly deposited with
state-owned or reputable financial institutions in the PRC and reputable international financial institutions outside of the
PRC. Thus, the credit risk related to cash and cash equivalents, restricted cash and term deposit was insignificant and no loss
allowance provision was recognized.
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For trade receivables, management applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables. The directors of the Group believe that there is no material
credit risk inherent in the Group’s outstanding balance of trade receivables, details of which have been disclosed in Note
20.
For other receivables and other non-current assets, management has assessed that during the years ended 31 December
2023, 2024 and 2025, other receivables and other non-current assets have not had a significant increase in credit risk since
initial recognition. Thus, a 12-month expected credit loss approach that results from possible default event within 12 months
of each reporting date is adopted by management. The Group does not expect any losses from non-performance by the
counterparties of other receivables and no loss allowance provision for other receivables and other non-current assets was
recognized.
(c) Liquidity risk
The Group intends to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying
business, the policy of the Group is to regularly monitor the Group’s liquidity risk and to maintain adequate liquid assets
such as cash and cash equivalents and term deposits or to retain adequate financing arrangements to meet the Group’s
liquidity requirements.
The tables below analyse the Group’s non-derivative financial liabilities that will be settled into relevant maturity
groupings based on the remaining period at each balance sheet date to their contractual maturity date. The amounts disclosed
in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the
impact of discounting is not significant.
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2023
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,35 9––– 9,359
Accruals and other payables
(excluding
non-financial liabilities) /H1118/H1118 10,62 6––– 10,626
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,844 18,151 43,035 32,371 113,401
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,00 0––– 30,000
Redemption liabilities (i) /H1118/H1118 – – 2,583,013 – 2,583,013
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,829 18,151 2,626,048 32,371 2,746,399
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2024
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,68 7––– 10,687
Accruals and other payables
(excluding
non-financial liabilities) /H1118/H1118 7,78 6––– 7,786
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,346 15,113 43,459 17,937 94,855
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,00 0––– 10,000
Redemption liabilities (i) /H1118/H1118 – 2,597,175 – – 2,597,175
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,819 2,612,288 43,459 17,937 2,720,503
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2025
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,60 5––– 10,605
Accruals and other payables
(excluding
non-financial liabilities) /H1118/H1118 36,61 6––– 36,616
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,899 22,509 54,689 2,516 101,613
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,00 0––– 40,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,120 22,509 54,689 2,516 188,834
(i) The liquidity risk of redemption liabilities is the original investment principal plus the respective
predetermined interest (the “Redemption Amount”), assuming that no consummation of a qualified initial
public offering of the Company’s shares before November 18, 2026, and the investors request the Company
to redeem all of their investments (the “redemption event”).
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3.2 Capital management
The Group’s objectives when managing capital are to:
 safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and
 maintain an optimal capital structure to reduce the cost of capital.
The Group monitors capital by regularly reviewing the capital structure. As a part of this review, the Group considers
the cost of capital and the risks associated with the issued share capital. The Group may adjust the number of dividends paid
to shareholders, return capital to shareholders, issue new shares or repurchase the Company’s shares. In the opinion of the
directors of the Company, the Group’s capital risk is not significant.
3.3 Fair value estimation
(a) Financial instruments carried at fair value
(i) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial
instruments that are recognised and measured at fair value in the financial statements. To provide an indication about
the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the
three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.
The following table presents the Group’s assets that were measured at fair value as at December 31, 2024 and
2025:
At December 31, 2024 Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL
Investments in wealth
management products /H1118/H1118/H1118/H1118/H1118 – – 209,102 209,102
Total financial assets /H1118/H1118/H1118/H1118/H1118/H1118– – 209,102 209,102
At December 31, 2025 Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL
Investments in wealth
management products /H1118/H1118/H1118/H1118/H1118 – – 30,062 30,062
Total financial assets /H1118/H1118/H1118/H1118/H1118/H1118– – 30,062 30,062
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives,
and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price
used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market
data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
There were no transfers between level 1, 2 and 3 of fair value hierarchy classifications during the years ended
December 31, 2023, 2024 and 2025.
(ii) V aluation techniques used to determine fair values and process
Specific valuation techniques used to value financial instruments include:
 the use of quoted market prices or dealer quotes for similar instruments;
 the discounted cash flow model and unobservable inputs mainly including assumptions of expected
future cash flows and discount rate;
 the latest round financing, i.e. the prior transaction price or the third-party pricing; and
APPENDIX I ACCOUNTANT’S REPORT
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 a combination of observable and unobservable inputs, including risk-free rate, expected volatility,
discount rate for lack of marketability (“DLOM”), market multiples, etc.
The Group has a team that manages the valuation exercise of level 3 instruments for financial reporting
purposes. The team manages the valuation exercise of the financial instruments on a case-by-case basis. At least once
every year, the team would use valuation techniques to determine the fair value of the Group’s level 3 instruments.
External valuation experts will be involved when necessary.
(iii) Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 financial assets at FVPL for the years ended December 31,
2023, 2024 and 2025:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,045 – 209,102
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 795,145 998,000
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,148) (592,895) (1,181,668)
Changes in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103 6,852 4,628
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 209,102 30,062
Net unrealized gains for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,218 62
The changes of financial liabilities at FVPL and the valuation techniques and significant unobservable inputs
for the year ended December 31, 2023 have been disclosed in Note 29.
APPENDIX I ACCOUNTANT’S REPORT
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(iv) V aluation inputs and relationships to fair value of financial assets
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value:
Fair Value
Significant
unobservable
inputs
Range of inputs
Relationship of unobservable
inputs to fair values
As at December 31, As at December 31,
Description 2023 2024 2025 2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments in wealth management products /H1118/H1118/H1118/H1118– 209,102 30,062 Expected
rate of
return
– 2.00%-
5.80%
0.95%-
5.8%
The higher the
expected rate of return,
the higher the fair
value
If the fair values of the investments in wealth management products held by the Group had been 5% higher/lower, loss for the years ended December 31, 202 3, 2024 and 2025 would
have been approximately RMB nil lower/higher and RMB10,455,000 lower/higher and RMB1,503,000 lower/higher, respectively.
APPENDIX I ACCOUNTANT’S REPORT
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(b) Financial instruments carried at other than fair value
The carrying amounts of the Group’s financial assets that are not measured at fair value including cash and cash
equivalents, restricted cash, term- deposits, trade receivables and other receivables, and the Group’s financial liabilities that
are not measured at fair value, including borrowings, lease liabilities, trade payables, other payables and redemption
liabilities, approximate their fair values due to their short maturities or the interest rates are close to the market interest rates.
4 CRITICAL ESTIMATES AND JUDGMENT
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise judgment in applying the Group’s accounting policies.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable
under the circumstances.
(a) Fair value of convertible loan
The Company has engaged an independent valuer to determine the fair value of convertible loans that are not traded
in an active market by using valuation techniques. The Group applied the back-solve method and discounted cash flow
approach to determine the underlying equity value of the Company and adopted the scenario analysis method to determine
the fair value of the convertible loan. Key assumptions such as risk free interest rate and discount rate are disclosed in Note
29.
(b) Share-based payment expenses
The Group has granted share options and share awards to the Group’s employees. The Company has engaged an
independent valuer to determine the fair value of the options and awards granted to employees, which is expensed over the
vesting periods. Unobservable inputs such as the risk-free interest rate, volatility and dividend yield, etc. are used in
determining the fair value of the share-based compensations. Further details are included in Note 26.
(c) Impairment of investment property and property, plant and equipment
Investment property and property, plant and equipment are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in profit and loss
if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal (“FVLCD”) and value-in-use (“VIU”).
Judgment is required to determine key assumptions adopted in the valuation models for impairment review purpose.
Changing the assumptions selected by management in assessing impairment could materially affect the result of the
impairment test and as a result affect the Group’s financial position and results of operations. If there is a significant adverse
change in the key assumptions applied, it may be necessary to recognize additional impairment charge in profit or loss.
Further details are included in Note 17.
5 SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the chief operating
decision-maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the
operating segment, has been identified as the executive directors of the Group.
The Group is principally engaged in the research and development of new nano materials. The CODM reviews the
operating results of the business as one operating segment to make decisions about resources to be allocated. Therefore, the
CODM regards that there is only one segment which is used to make strategic decisions.
The total of the non-current assets mainly including property, plant and equipment, right-of-use assets, investment
property and intangible assets as at December 31, 2023, 2024, and 2025, broken down by the location of the assets, is as
follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,062 63,531 86,784
United States /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,037 40,698 32,060
APPENDIX I ACCOUNTANT’S REPORT
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6 REVENUE
(a) Disaggregation of revenue from contracts with customers
During the Track Record Period, the Group enters into several collaboration agreements with customers mainly to
provide research and development services.
In the following table, revenue disaggregated by revenue source as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Type of revenue
Revenue from collaboration agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,036 371 103,646
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/H1118302 1,111 1,354
Total Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,338 1,482 105,000
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Timing of revenue recognition
At a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,036 371 103,646
Over the time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302 1,111 1,354
Total Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,338 1,482 105,000
Revenue disaggregated by geography, based on the billing address is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,044 1,111 102,065
United States /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,294 371 2,935
Total Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,338 1,482 105,000
The major customers which contributed more than 10% of total revenue of the Group for the years ended December
31, 2023, 2024 and 2025 are listed as below:
Y ear ended December 31,
2023 2024 2025
Percentage of revenue from the major customers
to the total revenue of the Group
Customer i /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813.86% – *
Customer ii /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850.51% – –
Customer iii /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825.36% – –
Customer iv /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118* 35.50% *
Customer v /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25.04% –
Customer vi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118* 10.30% *
Customer vii /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 95.24%
* Less than 10% of the total revenue of the Group in the respective year.
APPENDIX I ACCOUNTANT’S REPORT
– I-18 –


--- page 332 ---
(b) Contract liabilities
During the Track Record Period, the additions to the contract liabilities were primarily due to cash collections in
advance of fulfilling performance obligations.
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,084 17,193
In January 2025, the Group received US$2,000,000 upfront non-refundable payments from a customer for an option
to license the Group’s intellectual property. The option represents a material right and defers for future revenue.
The following table shows how much of the revenue, which was included in the contract liabilities at the beginning
of the period, recognized during the Track Record Period relates to carried-forward contract liabilities:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue recognized that was included in the
contract liability balance at the beginning of the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,013 – 140
(c) Transaction price allocated to the unsatisfied performance obligations
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Aggregate amount of transaction price allocated to
contracts that are partially or fully unsatisfied /H1118/H1118/H1118 – 24,958 17,352
Management expects that the unsatisfied obligations of nil, RMB3,282,000 and RMB17,352,000 as of December 31,
2023, 2024 and 2025, respectively will be recognised as revenue during the next twelve months. The remaining unsatisfied
obligations will be recognized in one to three year(s).
(d) Accounting policies of revenue recognition
The Group recognises revenue when (or as) a performance obligation is satisfied, i.e., when control of the goods or
services underlying the particular performance obligation is transferred to the customer.
At contract inception, the Group assesses the goods or services promised within each contract and determines those
that are performance obligations and assesses whether each promised good or service is distinct.
The Group considers the terms of the contracts to determine the transaction price. 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 recognized
will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Control is transferred over time and revenue is recognised over time by reference to the progress towards complete
satisfaction of the relevant performance obligation if one of the following criteria is met:
 provides all of the benefits received and consumed simultaneously by the customer;
 creates and enhances an asset that the customer controls as the Group performs; or
 does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment
for performance completed to date.
APPENDIX I ACCOUNTANT’S REPORT
– I-19 –


--- page 333 ---
Contracts with customers may include multiple performance obligations. For such arrangements, at the contract
inception date, the Group allocates transaction price to each performance obligation based on its relative standalone selling
price. The Group determines standalone selling prices based on the prices charged to customers if it is directly observable.
If the standalone selling price is not directly observable, the contractually stated price is believed to best reflect the relative
standalone selling price of performance obligations in a contract considering the Group’s customary business practices.
Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation,
and changes in judgments on these assumptions and estimates may impact the revenue recognition.
When either party to a contract has performed, the Group presents the contract in the statement of financial position
as a contract asset or a contract liability, depending on the relationship between the entity’s performance and the customer’s
payment.
A contract asset is the Group’s right to consideration in exchange for goods and services that the Group has transferred
to a customer. A receivable is recorded when the Group has an unconditional right to consideration. A right to consideration
is unconditional if only the passage of time is required before payment of that consideration is due.
If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional, before
the Group transfers a good or service to the customer, the Company presents the contract liability when the payment is made,
or a receivable is recorded (whichever is earlier). A contract liability is the Group’s obligation to transfer goods or services
to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.
During the Track Record Period, the Group enters into collaboration arrangements with customers, where the Group
would perform one or more activities such as AI-enabled research services, testing services, license of intellectual properties,
etc. The Group evaluates whether different activities are distinct to identify performance obligations in each arrangement.
The Group allocates the contract price to each performance obligations based on their contractually stated price unless the
Group believes such price can’t represent the standalone selling price of certain performance obligations.
For research and testing services that are separately agreed or identified as distinct performance obligations, revenue
is generally recognized at the point of time when the service is completed and accepted by customer.
For licenses of intellectual properties that are separately agreed or identified as distinct performance obligations, the
Group generally grants a right to use licenses to its customers and recognizes revenue at the point of time when the license
is transferred to the licensee and the licensee is able to use and benefit from the license. Any milestone and variable payment
are recognized when the relevant milestone or conditions are met.
7 OTHER (EXPENSES)/INCOME, NET
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,985 5,786 7,373
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/H111860 1,106 196
Lease income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,425 9,070
Lease expenses (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,593) (7,033) (4,937)
Impairment loses for an investment property and its
leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(61,938) (1,399) (731)
Interest income from term deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,605 9,056 8,963
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(53,881) 14,941 19,934
(i) The lease expenses represents the depreciation of investment property and its leasehold improvements.
8 OTHER (LOSSES)/GAINS, NET
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net loss on disposal 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(504) (610) (2)
Fair value changes of financial assets at FVPL /H1118/H1118/H1118/H1118 103 6,852 4,628
Other items /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 20 (543)
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(393) 6,262 4,083
APPENDIX I ACCOUNTANT’S REPORT
– I-20 –


--- page 334 ---
9 EXPENSES BY NATURE
Y ear ended December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 226,632 202,543 294,938
Listing Expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 29,171
Professional service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,488 105,834 97,416
Material consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,699 15,088 14,970
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,936 3,255 3,282
Short-term rental and utilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 5,399 2,704 2,508
Depreciation and Amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 37,556 34,255 33,774
Business travel expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,826 3,767 4,913
Marketing and advertisement expenses /H1118/H1118/H1118/H1118 3,063 1,100 1,051
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 36 133
Taxes and Surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,104 928 197
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,731 10,465 8,271
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,470 379,975 490,624
10 FINANCE COSTS, NET
Y ear ended December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Finance income
Interest income from financial assets held for cash
management purposes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,405 14,734 13,207
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,405 14,734 13,207
Finance costs
Interest paid/payable for lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,864) (2,458) (3,049)
Interest expense on redemption liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111829 (64,739) (165,710) (27,925)
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(883) (331) (832)
Finance charges paid for issuance of convertible
loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,716) – –
Net exchange (losses)/gain on foreign currency /H1118/H1118/H1118 (7,850) 11,996 (11,249)
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(322) (131) (258)
Finance cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,374) (156,634) (43,313)
Net finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,969) (141,900) (30,106)
11 EMPLOYEE BENEFIT EXPENSE (INCLUDING DIRECTORS’ REMUNERATIONS)
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Wages, salaries and bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,221 84,019 87,168
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,905 93,889 183,739
Pension cost – defined contribution plans /H1118/H1118/H1118/H1118/H1118/H1118/H11186,068 6,282 5,934
Housing fund, medical insurance and other social
insurance (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,139 10,106 9,772
Termination benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,776 4,855 5,534
Other employee benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,523 3,392 2,791
Total employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,632 202,543 294,938
APPENDIX I ACCOUNTANT’S REPORT
– I-21 –


--- page 335 ---
(a) Housing fund and social insurance
The employees of the Company and its subsidiaries participate in various government-sponsored defined contribution
pension plans and various government supervised housing funds, medical insurance and other employee social insurance
plan under which these subsidiaries are required to make monthly contributions to these plans at certain percentages of the
employee’s monthly salaries and wages subject to certain ceilings. During the years ended December 31, 2023, 2024 and
2025, the Group had no forfeited contributions under these plans which may be utilized by the Group to reduce its
contributions for the current year.
The Group has no other material obligation for the payment of retirement benefit associated with these schemes
beyond the annual contribution described above.
(b) Five highest paid individuals
The five individuals whose emoluments were the highest in the Group for the years ended December 31, 2023, 2024
and 2025 include 3, 2 and 4 directors respectively, whose emoluments are disclosed in the Note 35. The emoluments payable
to the remaining 2, 3 and 1 individuals during the respective period are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Wages, salaries and bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,629 4,306 3,059
Share-based payments (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,878 20,788 10,125
Pension cost – defined contribution plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118117 86 –
Housing fund, medical insurance and other social
insurance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118252 289 227
Other employee benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118 – 123
Total employee benefit expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,994 25,469 13,534
The emoluments fell within the following bands:
Number of individuals
Y ear ended December 31,
2023 2024 2025
Emolument bands (in HK$)
HK$6,000,001-HK$6,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
HK$7,000,001-HK$7,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
HK$8,500,001-HK$9,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
HK$10,500,001-HK$11,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2–
HK$14,500,001-HK$15,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
231
(i) Represents the amount recognized as an expense during the Track Record Period in accordance with IFRS 2
Share-based Payment.
APPENDIX I ACCOUNTANT’S REPORT
– I-22 –


--- page 336 ---
12 SUBSIDIARIES
(a) Subsidiaries of the Group
The Company’s principal subsidiaries during the Track Record Period are set out below. Unless otherwise stated, they have share capital solely held b y the Group, and the proportion of
ownership interests held equals the voting rights held by the Group. The country/region of incorporation or registration is also their principal pla ce of business.
Name of entity Effective interest held in terms of %
Date and place of
incorporation/
establishment and kind of
legal entity
Issued capital/
paid in capital Principal activities Place of Operation Note
As at December 31,
As at the date of
this report2023 2024 2025
Directly held by the Company:
Beijing Jitai Life Sciences Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 100 100 100 September 18, 2021/
Beijing, PRC/limited
liability company
RMB200,000,000 Pharmaceuticals
research,
development and
production
Beijing, PRC (i)
Hangzhou Jitai Life Sciences Ltd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 100 100 July 4,
2025/Hangzhou,
PRC/limited liability
company
RMB20,000,000 Pharmaceuticals
research,
development and
production
Hangzhou, PRC (ii)
Indirectly held by the Company:
Hong Kong Metis TechBio Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 100 100 100 April 5, 2024/Hong
Kong, PRC/limited
liability company
HKD1 Pharmaceuticals
research,
development and
production
Hong Kong, PRC (iii)
APPENDIX I ACCOUNTANT’S REPORT
– I-23 –


--- page 337 ---
The English names of certain subsidiaries referred herein represent the directors’ best effort at translating the Chinese
names of these companies as no English names have been registered.
The statutory auditors of these companies for the Track Record Period were as follows:
(i) The financial statements were audited by Shijiazhuang Xinqiao CPA for the years ended December 31, 2023
and 2024. The financial statements have not yet been audited for the year ended December 31, 2025.
(ii) The financial statements have not yet been audited for the year ended December 31, 2025.
(iii) The financial statements were audited by ZF (International) CPA Limited for the year ended December 31,
2024. The financial statements have not yet been audited for the year ended December 31, 2025.
(b) Investments in subsidiaries — the Company
As at December 31,
2023 2024 2025
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,211 339,211 339,211
Deemed investments relating to share-based
payments (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,413 18,815 83,717
Provisions for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121,846) (122,891) (132,465)
127,778 235,135 290,463
(i) The Company granted share options and share awards directly to the employees of its subsidiaries and did not
charge the relevant costs to the subsidiaries. In the consolidated financial statements, this transaction is treated
as an equity-settled share-based payment expenses. In the separate financial statements of the Company, such
amounts are recorded as part of the investments in the subsidiaries.
13 INCOME TAX EXPENSE
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end
of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income.
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which
members of the Group are domiciled and operate.
(i) Chinese Mainland
The Company is subject to Corporate Income Tax at a rate of 15% as the “High and New Technology Enterprises”
certificate was obtained on December 6, 2024 with a valid period of three years. All other major Chinese Mainland
incorporated entities of the Company were subject to a 25% income tax rate for all the years presented.
No provision for Chinese Mainland profits tax has been provided for at a rate of 15% or 25% pursuant to the
Corporate Income Tax Law of the PRC and the respective regulations (the “CIT Law”), as the Group has no estimated
assessable profits during the Track Record Period.
(ii) United States
Metis Therapeutics Inc. is incorporated in the United States and is subject to federal income tax at 21% and state
income tax at 8% where it has operation. Metis Therapeutics Inc. did not have any taxable income, therefore no income tax
expense was accrued for the Track Record Period.
The income tax on the Group’s loss before income tax differs from the theoretical amount that would arise using the
enacted tax rate applicable to losses of the subsidiaries as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,926) (499,190) (391,713)
Income tax calculated at PRC statutory income tax
rate (25%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(145,482) (124,798) (97,928)
Tax effect of:
– Effect of different tax rates in other jurisdictions /H1118 (8,094) (1,177) 8,242
– Preferential income tax rates applicable to the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 33,623 22,240
– Expense not deductible for tax purposes /H1118/H1118/H1118/H1118/H1118/H111839,550 17,313 34,929
– Tax losses and other temporary difference not
recognized as deferred tax assets (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,748 90,711 53,291
– Super deduction for research and development /H1118/H1118/H1118 (25,720) (15,664) (20,651)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 8 123
APPENDIX I ACCOUNTANT’S REPORT
– I-24 –


--- page 338 ---
(a) The Group only recognises deferred tax assets for cumulative tax losses if it is probable that future taxable
amounts will be available to utilize those tax losses. Management will continue to assess the recognition of
deferred tax assets in future reporting periods.
As at December 31, 2023, 2024 and 2025, the Group had unrecognised tax losses to be carried forward against
future taxable income amounted to RMB466,792,000, RMB489,600,000 and RMB273,276,000 respectively.
These unrecognised tax losses will mainly expire within 5 to 10 years. For the year ended December 31, 2023,
2024 and 2025, the potential deferred tax assets in respect of the above unrecognised tax losses amounted to
RMB120,441,000, RMB90,805,000 and RMB106,958,000, respectively.
14 LOSS PER SHARE
The basic loss per share is calculated by dividing the loss attributable to the owners of the Company by the weighted
average number of outstanding ordinary shares issued during the years ended December 31, 2023, 2024 and 2025.
Y ear ended December 31,
2023 2024 2025
Loss attributable to the owners of the Company
(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(581,928) (499,198) (391,836)
Weighted average number of ordinary shares in
issue – basic and diluted (in “000”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,637 78,399 84,125
Loss per share (expressed in RMB per share) –
basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7.22) (6.37) (4.66)
The weighted average number of ordinary shares has been retrospectively adjusted for the effect of the conversion
of the Predecessor Company into a joint stock company as if the conversion had occurred at the beginning of the earliest
year reported. Those shares with redemption right are also treated as ordinary shares for the purpose of calculating basic loss
per share.
The Company has adopted certain employee incentive schemes (see note 26) and has issued shares to the relevant
employees or employee incentive platforms (“Employee Incentive Platforms”). Those shares issued to the employees or
Employee Incentive Platforms corresponding to the unvested awards in the forms of restricted shares, and the share options
not yet exercised, are treated as treasury stock for accounting purposes. For the purpose of calculating loss per share
information, these treasury stock were not counted as shares in issue.
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares. The Company has no dilutive instrument for the years ended
December 31, 2023, 2024 and 2025. Accordingly, dilutive loss per share are the same as basic loss per share of the respective
periods.
The loss per share information presented above has not taken into account the proposed share subdivision pursuant
to the shareholders’ resolution dated August 5, 2025 because the proposed share subdivision has not become effective as at
the date of this report.
15 PROPERTY, PLANT AND EQUIPMENT
Lab equipment
Furniture,
fittings and
equipment
Electronic
equipment
Construction in
Progress
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,979 1,635 2,279 36,542 18,007 98,442
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,344) (49) (581) – (1,135) (7,109)
Net book amount /H1118/H1118/H1118/H111834,635 1,586 1,698 36,542 16,872 91,333
Y ear ended
December 31, 2023
Opening net book
amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,635 1,586 1,698 36,542 16,872 91,333
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,936 1,250 1,629 19,462 23,869 67,146
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,046 – – (54,858) 50,812 –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,324) (24) – – – (1,348)
Depreciation charge /H1118/H1118/H1118(9,544) (466) (949) – (15,920) (26,879)
Impairment loss /H1118/H1118/H1118/H1118/H1118/H1118–––– (37,829) (37,829)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H111814 10 4 251 257 536
Closing net book
amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,763 2,356 2,382 1,397 38,061 92,959
APPENDIX I ACCOUNTANT’S REPORT
– I-25 –


--- page 339 ---
Lab equipment
Furniture,
fittings and
equipment
Electronic
equipment
Construction in
Progress
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,604 2,864 3,914 1,397 92,971 164,750
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(14,841) (508) (1,532) – (17,081) (33,962)
Provision for
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (37,829) (37,829)
Net book amount /H1118/H1118/H1118/H111848,763 2,356 2,382 1,397 38,061 92,959
Y ear ended
December 31, 2024
Opening net book
amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,763 2,356 2,382 1,397 38,061 92,959
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,427 27 176 363 89 3,082
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,760 (1,760) – –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78) – (6) – (657) (741)
Depreciation charge /H1118/H1118/H1118(12,206) (557) (1,460) – (13,501) (27,724)
Impairment loss /H1118/H1118/H1118/H1118/H1118/H1118–––– (366) (366)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118192– 1 6 6 1 7 8
Closing net book
amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,907 1,835 2,854 – 23,792 67,388
At December 31, 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,954 2,904 5,731 – 92,148 166,737
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,047) (1,069) (2,877) – (29,594) (60,587)
Provision for
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (38,762) (38,762)
Net book amount /H1118/H1118/H1118/H111838,907 1,835 2,854 – 23,792 67,388
Y ear ended
December 31, 2025
Opening net book
amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,907 1,835 2,854 – 23,792 67,388
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364 – 278 20,940 1,639 23,221
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(91) – (3) – – (94)
Depreciation charge /H1118/H1118/H1118(12,453) (557) (1,448) – (9,888) (24,346)
Impairment loss /H1118/H1118/H1118/H1118/H1118/H1118–––– (184) (184)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (9) (2) – (229) (240)
Closing net book
amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,727 1,269 1,679 20,940 15,130 65,745
At December 31, 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,080 2,886 5,942 20,940 92,534 188,382
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(39,353) (1,617) (4,263) – (39,320) (84,553)
Provision for
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (38,084) (38,084)
Net book amount /H1118/H1118/H1118/H111826,727 1,269 1,679 20,940 15,130 65,745
Property, plant, and equipment are stated at historical cost less depreciation and accumulated impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when
replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.
APPENDIX I ACCOUNTANT’S REPORT
– I-26 –


--- page 340 ---
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their
estimated useful lives or, in the case of leasehold improvements, the shorter lease term as follows:
 Office equipment 3-5 years
 Electronic equipment 3 years
 Laboratory equipment 5 years
 Leasehold improvement Shorter of the lease terms or
estimated useful lives
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
consolidated statement of profit or loss.
16 LEASES
This note provides information for leases where the Group is a lessee.
(i) Amounts recognised in the consolidated statement of financial position
The consolidated statement of financial position shows the following amounts relating to leases:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Right-of-use assets
Office and Lab buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,606 5,587 27,925
12,606 5,587 27,925
Investment property
Lab buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,137 26,160 20,915
31,137 26,160 20,915
Lease liabilities
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/H111817,397 16,420 18,979
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/H111881,811 66,595 72,151
99,208 83,015 91,130
Amount of the right-of-use asset transferred to investment property for the year ended December 31, 2023 was
RMB58,358,000.
Addition to the right-of-use assets for the year ended December 31, 2025 was RMB31,252,162.
(ii) Amounts recognized in the consolidated statements of profit or loss
The consolidated statements of profit or loss and the consolidated statements of cash flows contain the following
amounts relating to leases:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Depreciation charge of right-of-use assets
Office and Lab buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,224 6,587 7,870
Depreciation charge of investment property
Office and Lab buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,401 4,369 4,190
12,625 10,956 12,060
Rental income from leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,425 9,070
Interest expense (included in finance cost) /H1118/H1118/H1118/H1118/H1118/H11182,864 2,458 3,049
Expense relating to short term leases not included in
lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,083 530 677
Total cash outflow for lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,523 20,460 24,250
APPENDIX I ACCOUNTANT’S REPORT
– I-27 –


--- page 341 ---
(iii) The Group’s leasing activities and how these are accounted for
The Group leases offices, and laboratory as leases. Lease contracts are typically made for fixed periods from 3 to 8
years. They are stated at cost less accumulated depreciation and accumulated impairment losses.
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is
available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases of the Group, the lessee’s incremental borrowing rate is used, being the
rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms, security and conditions.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a
straight-line basis.
Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less without a purchase option.
The Group’s lease payments are deductible upon payment for tax purposes. In accounting for the deferred tax relating
to the lease, the Group separately accounts for the deferred taxation on the taxable temporary difference and the deductible
temporary difference, which upon initial recognition are equal and offset to zero. Deferred tax is recognised on subsequent
changes to the taxable and temporary differences and the deferred tax is not material.
17 INVESTMENT PROPERTY
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
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– 70,348 70,348
Accumulated Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (14,246) (18,615)
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (24,109) (25,142)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (856) (431)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 31,137 26,160
During the year
Opening net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 31,137 26,160
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/H111857,503 – –
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,401) (4,369) (4,190)
Impairment loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,109) (1,033) (547)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(856) 425 (508)
Closing net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,137 26,160 20,915
At the end 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/H111870,348 70,348 70,348
Accumulated Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,246) (18,615) (22,805)
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,109) (25,142) (25,689)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(856) (431) (939)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,137 26,160 20,915
(i) Amounts recognised in profit or loss for the investment property
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Rental income from investment property /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,425 8,415
Direct operating expenses from investment property
that generated rental income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4,005) (4,190)
Direct operating expenses from investment property
that did not generate rental income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,401) (364) –
Impairment loss recognised in other expenses /H1118/H1118/H1118/H1118 (24,109) (1,033) (547)
APPENDIX I ACCOUNTANT’S REPORT
– I-28 –


--- page 342 ---
(ii) Measuring investment property at cost
Investment property is held for long-term rental yields and are not occupied by the Group. They are carried at cost.
Depreciation charges are presented in profit or loss as part of other expenses.
Depreciation is calculated using the straight-line method to allocate the cost, net of its accumulated impairment
losses, over its estimated useful lives which is 6 years.
(iii) Leasing arrangements
The investment property is leased to the tenant under operating leases with rentals payable monthly. Lease income
from operating leases where the group is a lessor is recognised in other income on a straight-line basis over the lease term.
Minimum lease payments receivable on leases of the investment property are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 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– 9,552 3,426
Between 1 and 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,504 –
– 13,056 3,426
(iv) Impairment of investment property
The Group regards the investment property and its leasehold improvements as a separately identifiable CGU and
performed impairment assessments on the CGU with impairment indicators. The recoverable amount is the higher of CGU’s
value-in-use (“VIU”) and fair value less costs of disposal (“FVLCD”). Key assumptions used for the value in use calculation
as at December 31, 2023, 2024 and 2025 are as follows:
Y ear ended December 31,
2023 2024 2025
Discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.5% 7.9% 7.9%
V acancy rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.8% 27.1% 27.4%
The value in use calculations covering a period of the remaining lease term were lower than the carrying amounts of
the CGU. Accordingly, the Group recognised an impairment of investment property and its leasehold improvements of
RMB61,938,000, RMB1,399,000, RMB731,000, during the year ended December 31, 2023, 2024 and 2025.
(v) Fair value of investment property
The fair value of the investment property as at December 31, 2023, 2024 and 2025 were RMB31,137,000,
RMB26,160,000 and RMB20,915,000 respectively.
18 INTANGIBLE ASSETS
Computer software License Total
RMB’000 RMB’000 RMB’000
At January 1, 2023
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/H11181,798 – 1,798
Accumulated amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(308) – (308)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,490 – 1,490
Y ear ended December 31, 2023
Opening net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,490 – 1,490
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/H1118954 5,286 6,240
Amortization charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(539) (794) (1,333)
Closing net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,905 4,492 6,397
At December 31, 2023
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/H11182,752 5,286 8,038
Accumulated amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(847) (794) (1,641)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,905 4,492 6,397
Y ear ended December 31, 2024
Opening net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,905 4,492 6,397
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/H1118401 – 401
Amortization charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(648) (1,056) (1,704)
Closing net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,658 3,436 5,094
APPENDIX I ACCOUNTANT’S REPORT
– I-29 –


--- page 343 ---
Computer software License Total
RMB’000 RMB’000 RMB’000
At December 31, 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/H1118/H11183,153 5,286 8,439
Accumulated amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,495) (1,850) (3,345)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,658 3,436 5,094
Y ear ended December 31, 2025
Opening net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,658 3,436 5,094
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/H1118724 – 724
Amortization charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(509) (1,050) (1,559)
Closing net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,873 2,386 4,259
At December 31, 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,877 5,285 9,162
Accumulated amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,004) (2,899) (4,903)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,873 2,386 4,259
Amortization expenses have been charged to the consolidated statements of profit or loss as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118997 1,330 1,276
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336 374 283
Total amortization expenses charged to 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/H11181,333 1,704 1,559
19 FINANCIAL INSTRUMENTS BY CATEGORY
The detail information of financial instruments by category during Track Record Period is as below:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVPL:
Wealth management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 209,102 30,062
Financial assets at amortized cost:
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 268 181
Other receivables and other current and non-current
assets (excluding prepayments and deductible
input V A T) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,339 6,714 4,685
Term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118405,027 129,404 267,179
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118561,470 557,641 828,263
1,145,541 903,129 1,130,370
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial liabilities
Financial liabilities at amortised cost:
Trade and accruals and other payables (excluding
non-financial liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,985 18,473 47,221
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,208 83,015 91,130
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000 10,000 40,000
Redemption liability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,073,125 2,250,247 –
2,222,318 2,361,735 178,351
APPENDIX I ACCOUNTANT’S REPORT
– I-30 –


--- page 344 ---
20 TRADE RECEIV ABLES
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Third party debtors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 268 181
Total trade receivables, gross /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 268 181
Less: Credit loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Total trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 268 181
The aging analysis of trade receivables based on revenue recognition date is as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Up to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 239 149
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 93 2
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/H1118705 268 181
Less: Loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Total trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118705 268 181
21 PREPAYMENTS, OTHER CURRENT ASSETS AND OTHER NON-CURRENT ASSETS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current:
Input V A T to be deducted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,449 16,121 15,384
Rental and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,158 355 4,644
Prepayment for property, plant and equipment /H1118/H1118/H1118 361 69 2,452
Prepayments for intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118493 341 –
Total prepayments and other non-current assets /H1118 18,461 16,886 22,480
Current:
Input V A T to be deducted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,548 7,687 11,863
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,903 16,959 8,012
Deferred listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,849
Investment amounts receivables from a
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,147 – –
Rental and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118575 3,033 99
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133 2,814 436
Amounts due from related parties (Note 34) /H1118/H1118/H1118/H1118 3,326 512 –
Less: Credit loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Total prepayments and other current assets /H1118/H1118/H1118/H1118 184,632 31,005 23,259
Total prepayments, other current assets and other
non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118203,093 47,891 45,739
APPENDIX I ACCOUNTANT’S REPORT
– I-31 –


--- page 345 ---
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current:
Input V A T to be deducted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,246 7,236 803
Rental and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,803 – 729
Prepayments for property, plant and equipment /H1118/H1118 361 69 –
Prepayments for intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118493 343 –
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118449,550 373,130 457,993
Less: Loss allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(54,015) (108,515) (199,800)
Total prepayments and other non-current assets /H1118 407,438 272,263 259,725
Current:
Input V A T to be deducted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,311 7,630 10,663
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,741 13,252 1,072
Deferred listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,179
Investment amounts receivables from a
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,147 – –
Rental and other deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856 1,859 12
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 480 –
Amounts due from a related party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,326 512 –
Total prepayments and other current assets /H1118/H1118/H1118/H1118 181,584 23,733 12,926
Total prepayments, other current assets and other
non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118589,022 295,996 272,651
22 TERM DEPOSITS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets:
RMB term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 21,441 111,234
US$ term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118269,580 – 155,945
279,580 21,441 267,179
Non-current assets:
RMB term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125,447 107,963 –
125,447 107,963 –
405,027 129,404 267,179
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current assets:
RMB term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 10,788 56,693
US$ term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118269,580 – 155,945
279,580 10,788 212,638
Non-current assets:
RMB term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,804 55,017 –
63,804 55,017 –
343,384 65,805 212,638
APPENDIX I ACCOUNTANT’S REPORT
– I-32 –


--- page 346 ---
23 CASH AND CASH EQUIV ALENT
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash at banks 966,497 687,045 1,095,442
Less: term deposits with initial term over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(405,027) (129,404) (267,179)
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118561,470 557,641 828,263
Balances per consolidated statement of cash
flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118561,470 557,641 828,263
The Group
Cash and cash equivalents are denominated in:
As at December 31,
2023 2024 2025
RMB’000 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/H1118529,047 118,986 474,886
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,423 433,950 351,791
AU$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,705 1,530
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 5 6
561,470 557,641 828,263
The Company
Cash and cash equivalents are denominated in:
As at December 31,
2023 2024 2025
RMB’000 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/H1118265,072 37,620 425,813
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,061 409,987 316,689
270,133 447,607 742,502
24 SHARE CAPITAL/PAID-IN CAPITAL
Group and Company
(a) Paid-in capital
Paid-in capital are generated from founders’ and investors’ capital injection. The excess of total consideration raised
over paid-in capital was credited to the Company’s capital reserve (Note 25).
(b) Share capital
Number of
ordinary shares
Nominal value of
ordinary shares
RMB’000
Authorized and issued:
At January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Issuance of ordinary shares upon conversion into a joint stock
company (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,850,667 87,851
Capital contribution from shareholders (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,503,586 4,504
Capital contribution related to employee share awards (Note (iii)) /H1118 1,750,973 1,750
At December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,105,226 94,105
APPENDIX I ACCOUNTANT’S REPORT
– I-33 –


--- page 347 ---
Notes:
(i) On June 30, 2025, the Company was converted into a joint stock company with limited liability under the
Company Law of the PRC. The net assets of the Company as at February 28, 2025, the conversion base date
were converted into 87,850,667 ordinary shares at RMB1 each and share capital of RMB87,850,667 was
recorded accordingly.
(ii) After the conversion into a joint stock company, the Company completed its Series D financing, the share
capital of the Company has then been increased by approximately RMB4,503,586 accordingly (with a total
number of 4,503,586 ordinary shares being issued).
(iii) After the conversion into a joint stock company, the Company issued shares to employee share incentive
platforms, the share capital of the Company has then been increased by approximately RMB1,750,973
accordingly (with a total number of 1,750,973 ordinary shares being issued).
25 RESERVES
The Group
Reserve
Treasury stock Other reserve
Share-based
payment reserve
Currency
translation
differences Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1, 2023 /H1118/H1118/H1118 – 164,803 232,526 1,713 399,042
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,431 2,431
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,258,883 – – 1,258,883
Conversion of convertible
loan to ordinary shares /H1118 – 883,280 – – 883,280
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,008,386) – – – (2,008,386)
Share reserves for
employee share
incentive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,296) 12,29 6–––
Reserves related to
reorganization /H1118/H1118/H1118/H1118/H1118/H1118– (521,948) – – (521,948)
Share-based payments /H1118/H1118/H1118 – – 104,473 – 104,473
As at December 31, 2023 /H1118/H1118(2,020,682) 1,797,314 336,999 4,144 117,775
Reserve
Treasury stock Other reserve
Share-based
payment reserve
Currency
translation
differences Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 494 494
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,230 – – 11,230
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,412) – – – (11,412)
Share reserves for
employee share
incentive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,936 (3,936) – – –
Share-based payments /H1118/H1118/H1118 – – 93,889 – 93,889
As at December 31, 2024 /H1118/H1118(2,028,158) 1,804,608 430,888 4,638 211,976
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (245) (245)
Conversion into a joint
stock company /H1118/H1118/H1118/H1118/H1118/H1118– (67,619) (256,870) – (324,489)
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 345,496 – – 345,496
Capital contribution
related to employee
share awards /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,622 – – 13,622
Derecognition of
redemption liabilities /H1118/H1118 2,019,798 258,374 – – 2,278,172
Share reserves for
employee share
incentive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,820 (4,820) – – –
Repurchase liabilities for
employee share awards /H1118 (11,955) – – – (11,955)
Share-based payments /H1118/H1118/H1118 – – 183,739 – 183,739
As at December 31, 2025 /H1118/H1118 (15,495) 2,349,661 357,757 4,393 2,696,316
APPENDIX I ACCOUNTANT’S REPORT
– I-34 –


--- page 348 ---
The Company
Reserve
Treasury stock Other reserve
Share-based
payment reserve Total
RMB’000 RMB’000 RMB’000 RMB’000
As at January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 129,557 129,557
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,093,895 – 1,093,895
Conversion of convertible loan to
ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 883,280 – 883,280
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,008,386) – – (2,008,386)
Share reserves for employee share
incentive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,535) 8,535 – –
Reserves related to reorganization /H1118/H1118 – (170,101) – (170,101)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 56,856 56,856
As at December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,016,921) 1,815,609 186,413 (14,899)
Reserve
Treasury stock Other reserve
Share-based
payment reserve Total
RMB’000 RMB’000 RMB’000 RMB’000
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,230 – 11,230
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,412) – – (11,412)
Share reserves for employee share
incentive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,936 (3,936) – –
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 93,889 93,889
As at December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,024,397) 1,822,903 280,302 78,808
Conversion into a joint stock
company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (67,619) (256,870) (324,489)
Capital contribution from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 345,496 – 345,496
Capital contribution related to
employee share awards /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,312 – 9,312
Recognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,019,798 258,374 – 2,278,172
Share reserves for employee share
incentive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,923 (2,923) – –
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 183,739 183,739
As at December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,676) 2,365,543 207,171 2,571,038
26 SHARE-BASED PAYMENTS
Total expenses arising from share-based payment transactions recognized during the Track Record Period were as
follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,905 93,889 183,739
Before the reorganization, on October 28, 2022, Metis Pharmaceuticals Inc. adopted the 2022 Share Incentive Plan
(the “2022 Plan”), which permits the grant of share options, Restricted Stock Units (the “RSU”) and Restricted Share (the
“RS”) of Metis to employees, consultants and directors of the Company and its affiliates. The Maximum number of shares
of Metis that may be issued under the 2022 Plan shall be 126,460,842.
In connection with the reorganization, in June 2023, the Company adopted the 2023 Share Incentive Plan (the “2023
Plan”, collectively with the 2022 Plan, “Employee Stock Ownership Plan”, or “ESOP”), which permits the grant of share
options and RS of the Company to employees, consultants and directors of the Group. The 2023 Plan is regarded as a
replacement of the 2022 Plan. Under the 2023 Plan, the Company effected a pro-rata conversion of the Metis options
APPENDIX I ACCOUNTANT’S REPORT
– I-35 –


--- page 349 ---
previously granted to employees by applying a fixed exchange ratio equal to the quotient of 7.90, thereby ensuring that the
employees’ aggregate equity interest at the Group level remained unchanged. The maximum number of shares that may be
issued under the 2023 Plan was 16,004,096 shares of the Company.
In June 2025, the Company adopted the 2025 Share Incentive Plan (the “2025 Plan”, collectively with the 2022 Plan
and 2023 Plan, “Employee Stock Ownership Plan”, or “ESOP”), which permits the grant of share options and RS of the
Company to employees, consultants and directors of the Group. Additionally, under the 2025 Plan, all share options granted
under the 2023 Plan were converted to RS. The maximum number of shares that issued under the 2025 Plan was 2,774,232
shares of the Company.
In June 2025, the Company adopted the Pre-IPO Share Option Scheme, which permits the grant of share options of
the Company to Directors, senior management, core technical personnel and core business personnel of the Company, the
maximum number of Shares to be granted under the Pre-IPO Share Option shall not exceed 1,849,487 shares of the Company.
The share options, RSU and RS granted will be vested upon the satisfaction of the service condition and/or
non-market performance conditions.
(a) Share options
For the year ended 31 December 2023, before reorganization the Company granted 2,788,014 shares options of Metis
under the 2022 Plan to certain employees of the Group. Upon the completion of reorganization, the share options of Metis
granted to certain employees of the Group were converted into the RS of the Company. However, the employees did not pay
the exercise price, instead, they are indeed able to decide whether to make the payment when the vesting conditions are met.
Therefore, the Company accounts for the aforementioned RS as share options. After reorganization, the Company granted
1,095,242 share option of the Company under the 2023 Plan to certain employees of the Group.
For the year ended 31 December 2024, the Company granted 302,375 share options of the Company under the 2023
Plan to certain employees of the Group.
For the year ended 31 December 2025, the Company granted 2,365,732 share options of the Company under the 2025
Plan and 1,849,487 under Pre-IPO Share Option Scheme to certain employees of the Group.
The following table summarizes the movements in the number of Options granted and their related weighted average
exercise price during the track record period.
Metis The Company
Average exercise
price per Option
Number of
options
Average exercise
price per Option
Number of
options
USD RMB
Outstanding at January 1, 2023 /H1118/H1118/H1118/H1118/H11180.21 49,846,855 – –
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.27 2,785,014 3.22 1,095,242
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.27 (2,989,053) 1.52 (544,403)
Reorganization-convert to share option
of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.25 (26,654,310) 2.18 3,373,276
Reorganization-convert to RS of
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.21 (22,988,506) N/A N/A
Outstanding at December 31, 2023 /H1118/H1118/H1118 – – 2.22 3,924,115
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4.39 302,375
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2.47 (182,070)
Outstanding at December 31, 2024 /H1118/H1118/H1118 – – 2.35 4,044,420
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61.61 4,215,219
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2.74 (1,135,613)
Modification- convert to RS of
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2.22 (2,626,566)
Outstanding at December 31, 2025 /H1118/H1118/H1118 – – 57.57 4,497,460
(b) RSU/RS
For the year ended 31 December 2023, after reorganization, the Company granted 4,468,613 RS of the Company
under the 2023 Plan RS to employees of the Group.
For the year ended 31 December 2024, the Company granted nil RS.
For the year ended 31 December 2025, the Company granted 609,992 RS of the Company under the 2023 Plan and
448,500 RS of the Company under the 2025 Plan RS to employees of the Group.
APPENDIX I ACCOUNTANT’S REPORT
– I-36 –


--- page 350 ---
The following table summarizes the movements in the number of RSU/RS granted and their related weighted average
exercise price during the track record period.
Metis The Company
Average exercise
price per RSU
Number of
RSU
Average
subscription
price per RS
Number of
RS
USD RMB
Outstanding at January 1, 2023 /H1118/H1118/H1118/H1118/H11180.15 38,441,486 – –
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 4,468,613
Reorganization-convert from RSU of
Metis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.15 (38,441,486) – 4,864,902
Reorganization-convert from share
option of Metis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A – 2,909,275
V ested /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (5,495,069)
Outstanding at December 31, 2023 /H1118/H1118/H1118 – – – 6,747,721
V ested /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (2,891,955)
Outstanding at December 31, 2024 /H1118/H1118/H1118 – – – 3,855,766
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 17.59 1,058,492
V ested /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1.80 (4,076,800)
Modification- convert to RS of
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2.22 2,626,566
Outstanding at December 31, 2025 /H1118/H1118/H1118 – – 6.19 3,464,024
(c) Fair value of share options, RSU and RS granted
The directors have used the discounted cash flow method to determine the underlying equity fair value of the
Company and Metis and adopted the equity allocation model to determine the fair value of the underlying ordinary shares.
Key assumptions are determined by the directors with best estimate.
Based on fair value of the underlying ordinary shares, the directors use binomial model to determine the fair value
of the share options as of the grant date.
Key assumptions used by directors are set as below:
Y ear ended December 31,
2023 2024 2025
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.7%-3.9% 1.7% 1.7%
Contractual term (in years) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 10 10
V olatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865.8%-67.1% 63.3% 63.1~63.2%
Expected dividend yield /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% 0% 0%
The fair value of RS at the grant date was determined by reference to the fair value of the underlying ordinary shares
on the dates of grant.
Y ear ended December 31,
2023 2024 2025
Fair value of underlying ordinary shares
– Metis (US$) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.62 N/A N/A
Fair value of underlying ordinary shares
– the Company (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.45-36.69 57.58 77.72
Key assumptions used by directors to estimate the underlying ordinary shares’ fair value are set as below:
Y ear ended December 31,
2023 2024 2025
DLOM /H1118/H1118/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%-24% 15% 12%
V olatility /H1118/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%-64% 51% 60%
APPENDIX I ACCOUNTANT’S REPORT
– I-37 –


--- page 351 ---
(d) Accounting policies of Share-based payment
The Group operates share incentive plan, under which it receives services from employees as consideration for equity
instruments (share options and RS) of Metis and the Company.
The fair value of the employee services received in exchange for the grant of equity instruments is recognized as an
expense in profit or loss with a corresponding increase in equity. The total amount to be expensed is determined by reference
to the fair value of the equity instruments granted:
 including any market performance conditions;
 excluding the impact of any service and non-market performance vesting conditions (for example, the
requirement for employees to serve);
 including the impact of any non-vesting conditions.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of share
options and RS that are expected to vest based on the non-market vesting performance and service conditions. It recognizes
the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
If the terms of an equity-settled share-based award are modified, an additional expense is recognised for any
modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the
employees, as measured at the date of modification. Modifications of an equity-settled share-based award in a manner that
is not beneficial to employees are not taken into account when determining the expenses to be recognised.
The Company has issued underlying shares to employee incentive platforms for the restricted shares and options
granted to employees. These employee incentive platforms, namely Nanjing Chengtai Y uxin and Delos Holding, Hangzhou
Shengtai, Beijing Y utai, Scientia Holding have been consolidated into the Group’s financial statements, and the shares
corresponding to the unvested awards in the form of restricted shares, and unexercised share options are therefore treated
as treasury stock for accounting purpose.
27 TRADE PAYABLES, ACCRUALS, OTHER PAYABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current liabilities
Trade payables (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,359 10,687 10,605
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,767 607 601
Other payables
– Payable related to employee share awards /H1118/H1118/H1118/H1118 – – 13,243
– Payables for third-party service fees /H1118/H1118/H1118/H1118/H1118/H1118/H11186,534 5,016 14,259
– Accrued listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,264
– Payables for purchase 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/H11182,248 1,697 6,613
– Payables for employee reimbursement /H1118/H1118/H1118/H1118/H1118/H11181,360 418 125
– Tax payable related to reorganization /H1118/H1118/H1118/H1118/H1118/H1118/H111813,703 1,776 –
– 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/H1118484 655 1,112
Total trade payables and accruals and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,455 20,856 47,822
(i) The aging analysis of the trade payables based on purchase date were as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Up to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,359 8,487 10,542
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 902 15
6 months to 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 997 48
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 301 –
Total trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,359 10,687 10,605
APPENDIX I ACCOUNTANT’S REPORT
– I-38 –


--- page 352 ---
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current liabilities
Trade payables (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,548 3,966 3,963
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,472 347 200
Other payables
– Payables to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,908 1,908 727
– Payables for third-party service fees /H1118/H1118/H1118/H1118/H1118/H1118/H11182,852 1,583 5,315
– Accrued listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 482
– Payables for purchase 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/H1118664 784 19
– Payables for employee reimbursement /H1118/H1118/H1118/H1118/H1118/H11181,312 379 115
– Tax payable related to reorganization /H1118/H1118/H1118/H1118/H1118/H1118/H111813,703 1,776 –
– 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/H1118223 468 69
Total trade payables and accruals and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,682 11,211 10,890
(i) The aging analysis of the trade payables based on purchase date were as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Up to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,548 1,766 3,960
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 902 3
6 months to 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 997 –
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 301 –
Total trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,548 3,966 3,963
28 DEFERRED GOVERNMENT GRANTS
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,807 41,656 37,051
Less: Amounts include under current liabilities /H1118/H1118/H1118/H1118 – 37,000 32,000
Amounts included under non-current liabilities /H1118/H1118/H1118/H1118 37,807 4,656 5,051
Total deferred government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,807 41,656 37,051
29 REDEMPTION LIABILITIES AND CONVERTIBLE LOAN
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Redemption liabilities and convertible loan /H1118/H1118/H1118/H1118/H1118/H11182,073,125 2,250,247 –
(a) Redemption liabilities
The Group and the Company
Since the date of incorporation of Metis, it has completed several rounds of financing including Series Angel, Series
Angel+, Series Pre A, Series Pre A+, Series A, Series B and Series C in the way of capital increase and capital transfer
between investors. Upon the completion of the reorganization, all these investors became the shareholder of the Company.
In addition to subscribing to the registered capital of the Company, the Company granted these investors preferential rights
such as redemption rights, liquidation preferences, and anti-dilution rights.
APPENDIX I ACCOUNTANT’S REPORT
– I-39 –


--- page 353 ---
The key terms of the preferred rights granted to the abovementioned investors are summarized as follows:
Redemption rights
Investors have a right to require the Company to redeem their investments if (a) the Company fails to achieve
a Qualified Initial Public Offering (“Qualified IPO”) by November 18, 2026; or (b) the founders or the Group has
severely violated the provisions of the transaction documents and fails to take timely remedial action within ninety
business days after the investor gives written notice to request the remedy.
The redemption amount is the original investment principal from the investors, plus an annual rate of 8% of
the original investment principal for a period of time commencing from the relevant closing date of investments to
the fully repayment date for the redeemed shares (calculated as 365 days in a calendar year) and any accumulated or
declared but undistributed profit.
Liquidation preferences
In the event of a Legal Liquidation Event (refers to the liquidation, dissolution or closure of the Company) or
a Deemed Liquidation Event (as defined in shareholder agreement), the distributable liquidation property (after
satisfaction of all creditors’ claims and claims that may be preferred by law in a Legal Liquidation Event and the total
consideration received by the Company or the shareholders in a Deemed Liquidation Event) shall be distributed in
the amount equal to the 100% of the original investment principal, plus annual rate of 8% of the original investment
principal, and plus the declared but undistributed retained earnings on the equity held.
The distributable liquidation property can be distributed according to the equity proportion at that time, and
in the priority order of Series C, Series B, Series A, Series Pre A+, Series Pre A, Series Angel+ to Series Angel.
Anti-dilution right
If the Company increases its registered capital at a price lower than the price paid by the Anti-Dilution Right
Holder (the Series C, Series B, Series A, Series Pre A+, Series Pre A, Series Angel+ and Series Angel investors with
preferred rights granted) (the “New Low Financing”), the subscription price per unit invested by the Anti-dilution
Right Holder in the Company will be adjusted.
The Anti-Dilution Right Holder has the right to require the Company to issue new capitals for a nominal
consideration or a minimum price permitted by applicable laws and permit the Anti-Dilution Right Holder to increase
capitals then, so that the equity proportion held by the Anti-Dilution Right Holder can reach that can be subscribed
according to the adjusted subscription price per unit.
The redemption rights and liquidation preferences granted to the investors constitute as the Company’s
obligations to repurchase its own equity instruments. These obligations were recognized as redemption liabilities
which are initially measured at fair value (representing the present value of the expected cash flows for settling the
related obligations if these rights are exercised by the investors) and subsequently measured at amortized cost. The
Company applied a redemption discount rate ranged from 7.89% to 8.07% to determine the initial recognition amount
of the redemption liabilities. The anti-dilution right is a derivative financial instrument measured at fair value through
profit or loss, of which the fair value was considered close to nil as the directors of Company expected the New Low
Financing would never occur before the Company’s success in the Qualified IPO.
The movements of redemption liabilities during the years ended December 31, 2023, 2024 and 2025 are set
out below:
Y ear ended December 31,
2023 2024 2025
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,073,125 2,250,247
Recognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,008,386 11,412 –
Charged to finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,739 165,710 27,925
Derecognition (Note i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2,278,172)
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,073,125 2,250,247 –
Note:
(i) On February 28, 2025, the Company and investors agreed to terminate the abovementioned preferred
rights with immediate effect. The redemption liabilities of approximately RMB2,278,172,000 and the
treasury stock of approximately RMB2,019,798,000 were derecognized, with the difference of
approximately RMB258,374,000 credited to the capital reserve.
(b) Convertible loan
From 2020 to 2023, the Company entered convertible loans with the total principal amount of US$114,550,000 with
several investors, who are also the Series Angel, Series Pre A, Series A, Series B and Series C investors.
APPENDIX I ACCOUNTANT’S REPORT
– I-40 –


--- page 354 ---
As lenders have rights to ask the Company to repay all outstanding and unpaid principal amount when some
contingent events occur which the Company does not have the unconditional right to avoid, these convertible loans are
classified as financial liabilities given the Company does not have the unconditional right to avoid delivering cash to settle
these loans.
The Group does not bifurcate any embedded derivatives, which do not meet the fix to fix requirement and are not
closely related to the host instruments, and designates the entire convertible loans as financial liabilities at fair value through
profit or loss with the changes in the fair value recorded in the consolidated statements of profit or loss.
In 2023, all these convertible loans have been converted into the relevant equity interests in the Company and the
difference between the carrying amount of these convertible loans and the par value of each equity interest were recorded
as reserves.
The movements of the convertible loan carrying amount are set out as below:
RMB’000
At January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118566,845
Issuance of convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344,318
Change in 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/H111860,551
Repayment of convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(73,226)
Conversion of convertible loan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(898,488)
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 BORROWINGS
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank loans-unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000 10,000 40,000
As at December 31, 2023, 2024 and 2025, the weighted average effective interest rate for borrowings were 3.67%,
3.00% and 2.65%, respectively.
As at the end of each reporting period, all the Group’s borrowings were repayable less than one year.
31 DIVIDENDS
No dividend has been paid or declared by the Company during each of the years ended December 31, 2023, 2024 and
2025.
32 CASH FLOW INFORMATION
(a) Cash used in operating activities
Y ear ended December 31,
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(581,926) (499,190) (391,713)
Adjustments for
Net Loss on disposal of property and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 504 610 2
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,047 40,384 37,964
Finance costs expensed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 71,647 141,769 29,848
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 107,905 93,889 183,739
Fair value change of convertible bonds /H1118/H1118/H1118/H1118/H1118/H111829 60,551 – –
Impairment of long-term asset /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,938 1,399 731
Fair value change of financial assets at FVPL /H1118/H11183.3 (103) (6,852) (4,628)
Interest income from term deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,605) (9,056) (8,963)
Decrease/(increase) in trade receivable /H1118/H1118/H1118/H1118/H1118/H1118 (705) 437 87
Decrease/(increase) in restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118 7 1 0––
Decrease/(increase) in prepayments and other
current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,252 (18,088) 3,350
Decrease/(increase) in other non-current assets /H1118 (9,689) 1,131 593
Increase/(decrease) in account payable /H1118/H1118/H1118/H1118/H1118/H1118 (255) 1,328 (82)
Increase/(decrease) in accrued expenses and
other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,141 (15,334) 10,743
Increase/(decrease) in contract liabilities /H1118/H1118/H1118/H1118/H1118 (4,013) 11,084 6,109
Increase/(decrease) in accruals and other
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,807 3,849 (4,605)
Increase/(decrease) in salary payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118 4,963 (1,296) 2,148
Cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(198,831) (253,936) (134,677)
APPENDIX I ACCOUNTANT’S REPORT
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(b) Non-cash investing activities
There were no material non-cash investing transactions for the years ended December 31, 2023, 2024 and 2025.
(c) Reconciliation of liabilities generated from financing activities
Redemption
Liabilities Convertible loan Lease liabilities Borrowings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Liabilities from financing activities
as at January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 566,845 99,084 5,000 670,929
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 344,318 (18,899) 25,000 350,419
Repayment of convertible loan /H1118/H1118/H1118/H1118 – (73,226) – – (73,226)
Accrued interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111864,739 – 2,864 – 67,603
Addition of redemption liabilities /H1118/H1118/H11182,008,386 – – – 2,008,386
Changes in fair values /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 60,551 – – 60,551
Conversion of convertible loan /H1118/H1118/H1118/H1118 – (898,488) – – (898,488)
Foreign currency translations /H1118/H1118/H1118/H1118/H1118– – 16,159 – 16,159
Liabilities from financing activities
as at December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H11182,073,125 – 99,208 30,000 2,202,333
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (19,908) (20,000) (39,908)
Accrued interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118165,710 – 2,458 – 168,168
Addition of redemption liabilities /H1118/H1118/H111811,41 2––– 1 1,412
Foreign currency translations /H1118/H1118/H1118/H1118/H1118– – 1,257 – 1,257
Liabilities from financing activities
as at December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H11182,250,247 – 83,015 10,000 2,343,262
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (23,533) 30,000 6,467
Accrued interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111827,925 – 3,049 – 30,974
Foreign currency translations /H1118/H1118/H1118/H1118/H1118– – (1,607) – (1,607)
Derecognition of redemption
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,278,172) – – – (2,278,172)
Addition of new leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 31,251 – 31,251
Lease Modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,045) – (1,045)
Liabilities from financing activities
as at December 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118– – 91,130 40,000 131,130
33 COMMITMENTS
(a) Capital commitments
Capital expenditures contracted for at the end of the reporting period but not recognised as liabilities yet are as
follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838 38 –
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/H111838 38 –
34 RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operational decisions. Parties are also considered
to be related if they are subjected to common control. Members of key management and their close family members of the
Group are also considered as related parties.
The following significant transactions were carried out between the Group and its related parties during the periods
presented. In the opinion of the directors of the Company, the related party transactions were carried out in the normal course
of business and at terms negotiated between the Group and the respective related parties.
APPENDIX I ACCOUNTANT’S REPORT
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(a) Names and relationships with related parties
The following company and individuals are significant related parties of the Group that had transactions and/or
balances with the Group during the Track Record Period:
Company or individuals Relationship
Wenqian Shao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Spouse of one of the founders
Wenshou Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founder of the Company
Metis Pharmaceuticals Inc /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Controlling shareholder of the Company before
Reorganization
(b) Significant transactions with related parties
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee benefit
Wenqian Shao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,735 1,525
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– 9,735 1,525
(c) Y ear end balances with related parties
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other receivables due from related parties
Due from Wenshou Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,326 512 –
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/H11183,326 512 –
Other receivables due from related parties are all non-trade in nature and have been settled as at the date of this report.
(d) Key management personnel compensation
The compensations to key management personnel as directors are shown below:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Director fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118297 300 76
Wages, salaries and bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,805 13,413 24,069
Share-based payments (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,656 76,282 155,970
Pension cost-defined contribution plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220 370 345
Housing fund, medical insurance and other social
insurance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118399 658 949
Other employee benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175 182 313
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/H111895,552 91,205 181,722
(i) Represents the amount recognized as an expense during the Track Record Period in accordance with IFRS 2
Share-based Payment.
APPENDIX I ACCOUNTANT’S REPORT
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35 BENEFITS AND INTERESTS OF DIRECTORS
The remuneration of every director during the Track Record Period is set out below:
For the year ended December 31, 2023:
Name of Directors Director fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses (a)
Social
insurance and
other employee
welfare Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Dr. Tsai-Ta Lai (i) /H1118/H1118/H1118/H1118/H1118– 1,040 292 40,869 119 42,320
Dr. Wenshou Wang (ii) /H1118/H1118/H1118 – 1,040 292 5,626 85 7,043
Dr. Hongming Chen (iii) /H1118/H1118 – 6,229 – 36,005 438 42,672
Mr. Hantao Huang (iv) /H1118/H1118/H1118 ––––––
Ms. Y uan Gong (v) /H1118/H1118/H1118/H1118/H1118––––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,309 584 82,500 642 92,035
For the year ended December 31, 2024:
Name of Directors Director fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses (a)
Social
insurance and
other employee
welfare Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Dr. Tsai-Ta Lai (i) /H1118/H1118/H1118/H1118/H1118– 1,097 340 51,390 134 52,961
Dr. Wenshou Wang (ii) /H1118/H1118/H1118 – 1,097 340 1,234 143 2,814
Dr. Hongming Chen (iii) /H1118/H1118 – 6,677 – 14,648 531 21,856
Mr. Hantao Huang (iv) /H1118/H1118/H1118 ––––––
Ms. Y uan Gong (v) /H1118/H1118/H1118/H1118/H1118––––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,871 680 67,272 808 77,631
For the year ended December 31, 2025:
Name of Directors Director fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses (a)
Social
insurance and
other employee
welfare Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Dr. Tsai-Ta Lai (i) /H1118/H1118/H1118/H1118/H1118– 3,027 1,316 54,197 149 58,689
Dr. Wenshou Wang (ii) /H1118/H1118/H1118 – 2,297 877 32,167 137 35,478
Dr. Hongming Chen (iii) /H1118/H1118 – 7,062 – 25,296 487 32,845
Mr. Hantao Huang (iv) /H1118/H1118/H1118 ––––––
Ms. Y uan Gong (v) /H1118/H1118/H1118/H1118/H1118––––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,386 2,193 111,660 773 127,012
(a) Represents the amount recognized as expense during the Track Record Period in accordance with IFRS 2
Share-based Payment.
(i) Dr. Tsai-Ta Lai was appointed as a director effective from October 2019.
(ii) Dr. Wenshou Wang was appointed as a director effective from October 2019.
(iii) Dr. Hongming Chen was appointed as a director effective from October 2019.
(iv) Mr. Hantao Huang was appointed as a director effective from October 2023.
(v) Ms. Y uan Gong was appointed as a director effective from August 2023.
(vi) Mr. Frank Y ee Chon Lyn, Dr. Jin Li and Dr. Peter Edward Lobie were appointed as Independent Non-executive
Directors of the Company in August 2025 and will become effective upon Listing.
36 EVENTS OCCURRING AFTER THE REPORTING PERIOD
There have been no material events subsequent to the year ended December 31, 2025.
APPENDIX I ACCOUNTANT’S REPORT
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37 SUMMARY OF OTHER ACCOUNTING POLICIES
37.1 Principles of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an
entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated.
Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement
of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position
respectively.
37.2 Separate financial statements
Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of
investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.
Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments
if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the
carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated
financial statements of the investee’s net assets including goodwill in the financial statements.
37.3 Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (‘the functional currency’). The functional currency of the
Company’s subsidiaries outside the Chinese mainland are US$ and AU$ as their key activities and transactions are
denominated in US$ and AU$. The Company and its primary subsidiaries are incorporated in the PRC Chinese mainland and
for these subsidiaries, RMB is the functional currency. As the major operations of the Group during the Track Record Period
are within the Chinese mainland, the Group determined to present its Historical Financial Information in RMB (unless
otherwise stated).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are generally recognised in
consolidated statements of profit or loss as part of the “finance costs, net”.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at
the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the presentation
currency as follows:
 assets and liabilities for each statement of financial position presented are translated at the closing rate at the
date of that statement of financial position
 income and expenses for each statement of profit or loss and statement of comprehensive income are translated
at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the dates of the
transactions), and
 all resulting exchange differences are recognised in other comprehensive income or loss.
The Group has monetary items that are receivables from or payables to foreign operations. The items for which
settlements are neither planned nor likely to occur in the foreseeable future are, in substance, part of the Group’s net
investment in foreign operations. Such monetary items include long-term receivables or loans. They do not include trade
receivables or trade payables. On consolidation, foreign exchange gains or losses arising from the exchange of any net
APPENDIX I ACCOUNTANT’S REPORT
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investment in foreign entities, are recognised in the consolidated statement of comprehensive income. When a foreign
operation is disposed, the related foreign exchange gains or losses are reclassified into consolidated statements of profit or
loss as part of the “other (losses)/gains, net”. The accumulative translation adjustments related to subsidiaries with same
functional currency as the Company are presented as part of items of other comprehensive income that will not be
reclassified to profit or loss.
37.4 Impairment of non-financial assets
Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value
in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets
(cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
37.5 Investments and other financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
 those to be measured subsequently at fair value (either through OCI or through profit or loss), and
 those to be measured at amortized cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms
of the cash flows.
For assets measured at fair value, gains and losses will be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group
commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards
of ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not
at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows
are solely payment of principal and interest.
 Debt instruments
Subsequent measurement of debt instruments depends on the group’s business model for managing the asset
and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies
its debt instruments:
– Amortized cost: Assets that are held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortized cost. Interest income
from these financial assets is included in finance income using the effective interest rate method. Any
gain or loss arising on derecognition is recognised directly in profit or loss and presented in other
(losses)/gains together with foreign exchange gains and losses. Impairment losses are presented as
separate line item in the statement of profit or loss.
– FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets,
where the assets’ cash flows represent solely payments of principal and interest, are measured at
FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of
impairment gains or losses, interest income and foreign exchange gains and losses, which are
recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified from equity to profit or loss and recognised in other
(losses)/gains. Interest income from these financial assets is included in finance income using the
effective interest rate method. Foreign exchange gains and losses are presented in other (losses)/gains,
and impairment expenses are presented as separate line item in the statement of profit or loss.
APPENDIX I ACCOUNTANT’S REPORT
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– FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain
or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and
presented net within other (losses)/gains in the period in which it arises.
During the Track Record Period, no amount is recognised in respect of financial assets at FVOCI.
 Equity instruments
The Group subsequently measures all equity investments at fair value. Changes in the fair value of financial
assets at FVPL are recognised in other (losses)/gains in the consolidated statement of profit or loss as applicable.
(iv) Impairment
The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried
at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit
risk.
37.6 Trade receivables, net
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of
business. If collection of trade receivables is expected in one year or less (or in the normal operating cycle of the business
if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain
significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the
objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the
effective interest method. See Note 3.1(b) for a description of the Group’s impairment policies.
37.7 Cash and cash equivalents and term deposits
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes deposits held at
call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Bank deposits with initial terms of over three months are presented as term deposits on the consolidated statement
of financial positions.
37.8 Trade, accruals and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the periods
presented which are unpaid. Trade, accruals and other payables are presented as current liabilities unless payment is not due
within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at
amortized cost using the effective interest method.
37.9 Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are
settled. The liabilities are presented as current employee benefit obligations in the consolidated statement of financial
position.
(ii) Pension obligations
The Group participates in various defined contribution retirement benefit plans which are available to all relevant
employees. These plans are generally funded through payments to schemes established by governments. A defined
contribution plan is a pension plan under which the Group pays contributions on a mandatory, contractual or voluntary basis
into a separate fund. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees the benefits relating to employee services in the current and prior years. The Group’s
contributions to the defined contribution plans are expensed as incurred and not reduced by contributions forfeited by those
employees who leave the plans prior to vesting fully in the contributions.
(iii) Housing funds, medical insurances and other social insurances
The employees of the Group in the PRC are entitled to participate in various government-supervised housing funds,
medical insurance and other employee social insurance plan. The Group contributes on a monthly basis to these funds based
on certain percentages of the salaries of the employees, subject to certain ceiling. The Group’s liability in respect of these
funds is limited to the contributions payable in each period. Contributions to the housing funds, medical insurances and other
social insurances are expensed as incurred.
APPENDIX I ACCOUNTANT’S REPORT
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(iv) Employee leave entitlement
Employee entitlement to annual leave is recognized when they have accrued to employees. A provision is made for
the estimated liability for annual leave as a result of services rendered by employees up to the statement of financial position
date. Employee entitlement to sick leave and maternity leave are not recognized until the time of leave.
(v) Bonus plans
The expected cost of bonuses is recognized as a liability when the Group has a present legal or constructive obligation
for payment of bonus as a result of services rendered by employees and a reliable estimate of the obligation can be made.
Liabilities for bonus plans are expected to be settled within 1 year and are measured at the amounts expected to be paid when
they are settled.
(vi) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or
when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits
at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when
the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations
benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on
the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting
period are discounted to present value.
37.10 Provisions
Provisions for legal claims, warranties and make good obligations are recognised when the Group has a present legal
or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow
with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in
the provision due to the passage of time is recognised as interest expense.
37.11 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will
be received and the Group will comply with all attached conditions
Where the grants related to an expense item, it is recognised as income on a systematic basis over the period that the
costs, which it is intended to compensate, are expensed. Where the grants related 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
on straight-line basis.
37.12 Interest income
Interest income is presented as finance income where it is earned from financial assets that are held for cash
management purposes. Any other interest income is included in other income.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset
except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective
interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).
37.13 Intangible assets
The Group’s intangible assets mainly include acquired licenses and computer software and are stated at historical
cost. They have limited useful lives and are subsequently carried at cost less accumulated amortization and impairment
losses.
Research expenditure is recognized as an expense as incurred. Costs incurred on development phases are recognized
as intangible assets when the following criteria are met:
 It is technically feasible to complete the product so that it will be available for use;
 Management intends to complete the product and use or sell it;
 There is an ability to use or sell the product;
 It can be demonstrated how the product will generate probable future economic benefits;
APPENDIX I ACCOUNTANT’S REPORT
– I-48 –


--- page 362 ---
 Adequate technical, financial and other resources to complete the development and to use or sell the product
are available; and
 The expenditure attributable to the product during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognized as an expense as incurred.
Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
The Group amortizes intangible assets with a limited useful life using the straight-line method over the following
periods:
 License 5 years
 Computer software 3-5 years
III SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company in respect of any period
subsequent to December 31, 2025 and up to the date of this report. No dividend or distribution has
been declared or made by the Company or any of the companies now comprising the Group in
respect of any period subsequent to December 31, 2025.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 363 ---
The information set out in this Appendix does not form part of the “Accountant’ s Report” from
PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, the reporting accountant of
the Company, as set out in Appendix I in this Prospectus, and is included herein for illustrative
purposes only.
The unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” and “Appendix I — Accountant’ s Report.”
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
The following is an illustrative statement of the unaudited pro forma adjusted consolidated net
tangible assets which has been prepared in accordance with Rule 4.29 of the Listing Rules for the
purpose of illustrating the effect of the Global Offering as if it had taken place on December 31,
2025 and based on the consolidated net tangible assets attributable to the owners of the Company
as at December 31, 2025 as shown in the Accountant’s Report, the text of which is set out in
Appendix I to this Prospectus, and adjusted as described below.
This unaudited pro forma adjusted consolidated net tangible assets has been prepared for
illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of
the financial position of the Group had the Global Offering been completed as at December 31, 2025
or at any future date.
Unadjusted
audited
consolidated net
tangible assets
attributable to
the owners of the
Company as at
December 31,
2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated
net tangible
assets
attributable to
the owners of
the Company
Unaudited pro forma
adjusted
consolidated net
tangible assets
per share
Note 1 Note 2 Note 4
RMB’000 RMB’000 RMB’000 RMB HK$
Based on an Offer Price of
HK$10.5 per share /H1118/H1118/H1118/H11181,036,599 1,759,774 2,796,373 2.54 2.90
Notes:
(1) The unadjusted audited consolidated net tangible assets attributable to the owners of the Company as at December
31, 2025 is extracted from the Accountant’s Report as set forth in Appendix I to the prospectus, which is based on
the audited consolidated net assets attributable to the owners of the Company as at December 31, 2025 of
RMB1,040,858,000 with an adjustment for the intangible assets as at December 31, 2025 of RMB4,259,000.
(2) The estimated net proceeds from the Global Offering are based on an Offer Price of HK$10.5 per share after deduction
of the estimated underwriting fees and other related expenses payable by the Company (excluding RMB29,171,000
which had been charged to the consolidated statements of profit or loss up to December 31, 2025), without taking into
account any shares which may be issued upon the exercise of the Over-allotment Option.
(3) The unaudited pro forma adjusted consolidated net tangible assets per share are determined after the adjustments as
described in note (2) above and on the basis that 1,099,622,830 shares are in issue (excluding 52,891,020 shares
relating to the restricted shares, and share options granted but not yet exercised, under the employee share plans),
assuming the Global Offering and the Share Subdivision had been completed on December 31, 2025, but without
taking into account any shares which may fall to be issued upon the exercise of the Over-Allotment Option.
(4) For the purpose of this unaudited pro forma adjusted net tangible assets, the balance stated in Renminbi is converted
into Hong Kong dollars at a rate of HK$1.00 to RMB0.8754. No representation is made that Renminbi amounts have
been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
(5) No adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent
to December 31, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 364 ---
B. REPORT FROM THE REPORTING ACCOUNTANT ON UNAUDITED PRO FORMA
FINANCIAL INFORMATION
The following is the text of a report received from PricewaterhouseCoopers Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this Prospectus.
INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Metis TechBio Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited pro
forma financial information of Metis TechBio Co., Ltd. (the “Company”) and its subsidiaries
(together, the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes
only. The unaudited pro forma financial information consists of the unaudited pro forma statement
of adjusted consolidated net tangible assets of the Group as at December 31, 2025 and related notes
(the “Unaudited Pro Forma Financial Information”) as set out on page II-1 of the Company’s
prospectus dated May 5, 2026 (the “Prospectus”), in connection with the proposed initial public
offering of the shares of the Company (the “Proposed Initial Public Offering”). The applicable
criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial
Information are described on page II-1 of the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the Proposed Initial Public Offering on the Group’s financial position as at
December 31, 2025 as if the Proposed Initial Public Offering had taken place at December 31, 2025.
As part of this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial information for the year ended December 31, 2025, on which
an accountant’s 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
7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars (“AG 7”)
issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of Ethics
for Professional Accountants issued by the HKICPA, which is founded on fundamental principles
of integrity, objectivity, professional competence and due care, confidentiality and professional
behaviour.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance
or Related Services Engagements, issued by the HKICPA, which requires the firm to design,
implement and operate a system of quality management including policies or procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 365 ---
Reporting Accountant’s Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing
Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do
not accept any responsibility for any reports previously given by us on any financial information
used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to
those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus , issued by the HKICPA. This standard requires that the
reporting accountant plans and performs procedures to obtain reasonable assurance about whether
the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with
paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports
or opinions on any historical financial information used in compiling the Unaudited Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or review
of the financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of unaudited pro forma financial information included in a prospectus is solely
to illustrate the impact of a significant event or transaction on unadjusted financial information of
the entity as if the event had occurred or the transaction had been undertaken at an earlier date
selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the Proposed Initial Public Offering at December 31, 2025 would have been as
presented.
A reasonable assurance engagement to report on whether the unaudited pro forma financial
information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the directors in the compilation of the
unaudited pro forma financial information provide a reasonable basis for presenting the significant
effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence
about whether:
 The related pro forma adjustments give appropriate effect to those criteria; and
 The unaudited pro forma financial information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountant’s judgment, having regard to the
reporting accountant’s understanding of the nature of the company, the event or transaction in
respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro forma
financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Our work has not been carried out in accordance with auditing standards or other standards
and practices generally accepted in the United States of America or auditing standards of the Public
Company Accounting Oversight Board (United States) or standards and practices of any
professional body in any other overseas jurisdiction and accordingly should not be relied upon as
if it had been carried out in accordance with those standards and practices.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 366 ---
Opinion
In our opinion:
 the Unaudited Pro Forma Financial Information has been properly compiled by the
Directors on the basis stated;
 such basis is consistent with the accounting policies of the Group; and
 the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, May 5, 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 367 ---
The following is the text of a letter and valuation certificate prepared for the purpose of
incorporation in this Prospectus received from Jones Lang LaSalle Corporate Appraisal and
Advisory Limited, an independent valuer , in connection with its valuation as at 28 February 2026
of the property interest leased by the Group.
Jones Lang LaSalle Corporate Appraisal and Advisory Limited
7th Floor, One Taikoo Place
979 King’s Road Hong Kong
tel +852 2846 5000  fax +852 2169 6001
Company Licence No.: C-030171
5 May 2026
The Board of Directors
Metis TechBio Co., Ltd.
Room 201, 2/F
Building 13
No. 21 Tianhe West Road
Daxing Biomedical Industry Base
Zhongguancun Science Park
Daxing District, Beijing
The People’s Republic of China
Dear Sirs,
In accordance with your instructions to value the property interest leased by Metis
Therapeutics Inc., a wholly-owned subsidiary of Metis TechBio Co., Ltd. (the “ Company ”)
(hereinafter together with its other subsidiaries referred to as the “ Group ”) located at 101
Cambridge Park Drive, Cambridge, Massachusetts, the United States of America (“ United States ”),
we confirm that we have carried out inspections, made relevant enquiries and searches and obtained
such further information as we consider necessary for the purpose of providing you with our opinion
of the market value of the property interest as at 28 February 2026 (the “ valuation date ”).
Our valuation is carried out on a market value basis. Market value is defined as “the estimated
amount for which an asset or liability should exchange on the valuation date between a willing
buyer and a willing seller in an arm’s-length transaction, after proper marketing and where the
parties had each acted knowledgeably, prudently and without compulsion”.
In valuing the property interest which is leased by the Group in the United States, we have
attributed no commercial value to the property interest due to the leased nature and prohibition
against assignment or otherwise due to the lack of substantial profit rent.
In valuing the property interest, we have complied with all requirements contained in Chapter
5 of the Rules Governing the Listing of Securities issued by the Stock Exchange of Hong Kong
Limited; the RICS V aluation — Global Standards published by the Royal Institution of Chartered
Surveyors; the HKIS V aluation Standards published by the Hong Kong Institute of Surveyors, and
the International V aluation Standards issued by the International V aluation Standards Council.
We have relied to a very considerable extent on the information given by the Group and have
accepted advice given to us on such matters as tenure, planning approvals, statutory notices,
easements, particulars of occupancy, lettings, and all other relevant matters.
We have been shown copies of tenancy agreements and other official plans relating to the
property interest and have made relevant enquiries. Where possible, we have examined the original
documents to verify the existing title to the property interest in the United States and any material
encumbrance that might be attached to the property interest or any tenancy amendment.
APPENDIX III PROPERTY V ALUATION REPORT
– III-1 –


--- page 368 ---
We have had no reason to doubt the truth and accuracy of the information provided to us by
the Group. We have also sought confirmation from the Group that no material factors have been
omitted from the information supplied. We consider that we have been provided with sufficient
information to arrive an informed view, and we have no reason to suspect that any material
information has been withheld.
We have not carried out detailed measurements to verify the correctness of the areas in respect
of the property but have assumed that the areas shown on the title documents and official site plans
handed to us are correct. All documents and contracts have been used as reference only and all
dimensions, measurements and areas are approximations. No on-site measurement has been taken.
We have inspected the exterior and, where possible, the interior of the property. However, we
have not carried out investigation to determine the suitability of the ground conditions and services
for any development thereon. Our valuation has been prepared on the assumption that these aspects
are satisfactory. Moreover, no structural survey has been made, but in the course of our inspection,
we did not note any serious defect. We are not, however, able to report whether the property is free
of rot, infestation or any other structural defect. No tests were carried out on any of the services.
The site inspection was carried out on 1 July 2025 by Mr. Corey Gustafson who is a Member
of the Appraisal Institute and has 24 years’ experience in the valuation of properties in the United
States.
Climate change, sustainability, resilience, and ESG are increasingly influencing investment
approaches as they may affect prospects for rental and capital growth, and susceptibility to
obsolescence. Properties that do not meet the sustainability characteristics expected in the market
may represent a higher investment risk, particularly as occupiers become more conscious of ESG
impacts on operational workspace, which could impact on vacancy and rental levels. This view is
supported by RICS in their recently published guidance note “Sustainability and ESG in commercial
property valuation and strategic advice (3rd Edition).”
While some of the sustainability and ESG initiatives are considered subjective and intangible,
they cannot always be demonstrated with quantifiable evidence. Based on our research and local
market knowledge, there is not yet any direct and tangible evidence of ESG being reflected in
specific investment behaviours and/or pricing considerations for assets of a similar nature to the
subject property, although it is acknowledged that ESG criteria is forming part of an increasing
number of investment mandates. However more tangible benefits such as energy efficiency are
realisable in operational costs. We have not undertaken full asset and market investigations in this
regard. Whilst there is currently no direct and tangible evidence to suggest that the market is making
pricing adjustments for ESG, we will continue to monitor market movements and sentiment.
Unless otherwise stated, all monetary figures stated in this report are in United States Dollar
(USD).
Our valuation certificate is attached below for your attention.
Y ours faithfully,
For and on behalf of
Jones Lang LaSalle Corporate
Appraisal and Advisory Limited
Eddie T. W. Yiu
MRICS MHKIS R.P .S. (GP)
Senior Director
Robert Dowdall
Designated Member , Appraisal Institute (MAI)
Senior Director
Note: Eddie T.W. Yiu is a Chartered Surveyor who has 32 years’ experience in the valuation of properties in Hong Kong
and the PRC as well as relevant experience in the Asia-Pacific region and the United States.
APPENDIX III PROPERTY V ALUATION REPORT
– III-2 –


--- page 369 ---
V ALUATION CERTIFICATE
Property interest leased by the Group in the United States
Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
28 February 2026
USD
Office and laboratory
on the 3rd floor,
storage room on the 1st
floor, and equipment
room on the penthouse
floor, 101 Cambridge
Park Drive, Cambridge,
Massachusetts,
the United States
The property is located at 101 Cambridge Park
Drive in Cambridge. The locality of the
property is in North Cambridge’s Alewife area,
a rapidly developing technology and life
sciences corridor with excellent transportation
access via the adjacent MBTA Red Line station
and Route 2. The property benefits from its
position within a commercial office park
housing notable companies like Forrester
Research and Pfizer, while offering convenient
amenities including the Fresh Pond Shopping
Center, restaurants, and outdoor recreational
spaces at Alewife Brook and Fresh Pond
Reservations.
The subject building comprises a
5-storey life science building with
a gross floor area of approximately
161,040 sq.ft. (14,961 sq.m.) The building was
completed in 2023 and is in excellent
condition. It is suitable for a variety of uses
including office, research and development, and
laboratory uses.
According to the Tenancy Agreement, the
property comprises the office and laboratory on
the 3rd floor, storage room on the 1st floor, and
equipment room on the penthouse floor of the
subject building and has a total rentable area of
approximately 15,523 sq.ft. (1,442 sq.m.) for
office and laboratory uses. Details are set out
as followings:
As at the valuation
date, the property
was leased by the
Group and subleased
to a tenant for office
and laboratory
purposes.
No commercial value
Property Floor Rentable Area
(sq.ft.)
Office and
Laboratory
L3 14,788
Storage room L1 138
Equipment
room
Penthouse 597
Total: 15,523
APPENDIX III PROPERTY V ALUATION REPORT
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--- page 370 ---
Notes:
1. Pursuant to a copy of the 2025 City of Cambridge tax assessment, the registered owner of the property is HCP/KING
87 CPD, LLC. According to CoStar, this entity is a subsidiary of Healthpeak Properties, a national healthcare/life
science REIT.
2. According to the Land Use Plan, the site of the property is zoned as “O-2A” which is an office district primarily
designed for office and laboratory use that allows for higher density development.
3. Based upon a review of the Certificate of Ownership and Real Property Search Record, which are related to the
property title and encumbrances or restrictions on the property, we are of the view that there are no easements,
encroachments, restrictions or encumbrances on the property that would adversely affect its value.
4. Pursuant to a Tenancy Agreement, the property with a rentable area of approximately 15,523 sq.ft. (1,442 sq.m.) is
leased by Metis Therapeutics Inc. (“ Metis Therapeutics ”, a directly wholly-owned subsidiary of the Company) for
a term of 8 years expiring on 28 February 2031 (with one 5-year extension option) for office and laboratory uses. The
annual rent of the property was USD1,852,689.45 as at the valuation date.
5. Pursuant to a Subtenancy Agreement, the property with a rentable area of approximately 15,523 sq.ft. (1,442 sq.m.)
is subleased out by Metis Therapeutics for a term of 2 years expiring on 12 May 2026 (with two 1-year extension
options) for office and laboratory uses. The annual rent of the property was USD1,343,050 as at the valuation date.
6. We have attributed no commercial value to the property interest due to the leased nature and prohibition against
assignment or otherwise due to the lack of substantial profit rent.
APPENDIX III PROPERTY V ALUATION REPORT
– III-4 –


--- page 371 ---
This Appendix mainly provides investors with an overview of the Articles of Association. As
the following information is in summary form, it does not contain all the information that may be
important to investors.
SHARES AND REGISTERED CAPITAL
The shares of the Company shall be issued in an open, fair and equal manner. Each share of
the same class shall rank pari passu with each other. Shares of a class in each issuance shall be
issued under the same terms and at the same price. Each of the shares shall be subscribed for at the
same price by any entity or individual.
INCREASE, DECREASE, REPURCHASE AND TRANSFER OF SHARES
Increase and Decrease of Shares
According to the operation and development needs of the Company, subject to the laws and
regulations, the Company may increase the capital by the following ways upon approval of
resolutions at the Shareholders’ general meeting:
(i) Public issuance of shares;
(ii) Non-public issuance of shares;
(iii) Distribution of bonus shares to existing shareholders;
(iv) Converting the reserve funds into share capital;
(v) Other means approved by the laws, administrative regulations or approved by the China
Securities Regulatory Commission (CSRC).
Our Company may decrease our registered share capital and shall comply with the procedures
stipulated in the Company Law of the PRC and the Articles of Association.
Repurchase of Shares
Company shall not to repurchase its own shares, unless otherwise under the circumstances:
(i) Reduce our Company’s registered capital;
(ii) Merger with other companies which hold our shares;
(iii) Using the shares as an employee stock ownership plan or equity incentive plan;
(iv) Purchasing its shares from Shareholders who have voted against the resolutions on the
merger or division of the Company at a Shareholders’ general meeting upon their
request;
(v) Use of shares for conversion of convertible corporate bonds issued by the Company;
(vi) Necessary for the Company to maintain its value and protect the interests of the
shareholders.
(vii) Other means approved by the laws, administrative regulations.
A resolution shall be passed at the Shareholders’ general meeting when the Company is to
repurchase its own shares under the circumstances (i) and (ii) set out above. In case of the
circumstances stipulated in (iii), (v), (vi) and (vii) above, a resolution of the Company’s Board shall
be passed by more than two-thirds of the Directors attending the Board meeting. After the Company
has repurchased its own shares in accordance with the circumstances above, the shares so
repurchased shall be canceled within ten days from the date of purchase (under the circumstance set
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-1 –


--- page 372 ---
out in (i) above), or shall be transferred or canceled within six months (under the circumstances set
out in (ii) and (iv) above). If the Company repurchases its shares under the circumstances set out
in (iii), (v), (vi) and (vii) above, the total number of shares held by the Company shall not exceed
10% of the total issued shares of the Company, and such shares shall be transferred or canceled
within three years.
Transfer of Shares
Shares of the Company that were issued prior to a public issue shall not be transferred within
one year from the date on which shares of the Company are listed and traded on the stock exchange.
The Directors and senior management of the Company shall notify the Company of their
holdings of shares in the Company and the changes therein. The shares transferrable by them during
each year of their tenures shall not exceed 25% of their total holdings of shares in the Company.
The shares in the Company held by them shall not be transferred within one year from the date on
which the Company’s shares are listed for trading. The shares in the Company held by them shall
not be transferred within half a year from their departure from the Company. Where the listing rules
of the places where the Company’s shares are listed provide otherwise in respect of the restrictions
on the transfer, such rules shall prevail.
SHAREHOLDERS AND SHAREHOLDERS’ GENERAL MEETINGS
Shareholders
Shareholders holding shares of the same class shall enjoy the same rights and assume the same
obligations.
The rights of our shareholders are as follows:
(i) To receive distribution of dividends and other forms of benefits according to the number
of shares held;
(ii) To legally require, convene, preside over, participate in or authorize proxies of
Shareholders to attend the General Meeting and exercise corresponding voting rights;
(iii) To supervise operational activities of our Company, provide suggestions or submit
queries;
(iv) To transfer, grant and pledge the Company’s shares held according to the provisions of
the laws, administrative regulations and the Articles of Association;
(v) To read the Articles of Association, the list of Shareholders, General Meeting minutes,
resolutions of meetings of the Board of Directors and financial and accounting reports;
Shareholders who meet the prescribed requirements may examine the Company’s
accounting books and vouchers;
(vi) To participate in the distribution of the remaining assets of our Company according to
the proportion of shares held upon our termination or liquidation;
(vii) To require our Company to acquire the shares from Shareholders voting against any
resolutions adopted at the General Meeting concerning the merger and division of the
Company;
(viii) Other rights conferred by laws, administrative regulations, regulations of the authorities,
regulatory rules where our Company’s shares are listed, or the Articles of Association.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-2 –


--- page 373 ---
The obligations of Shareholders are as follows:
(i) To abide by laws, administrative regulations and the Articles of Association;
(ii) To provide Share capital according to the Shares subscribed for and Share participation
methods;
(iii) Not to return Shares unless prescribed otherwise in laws and administrative regulations;
(iv) Not to abuse Shareholders’ rights to infringe upon the interests of the Company or other
Shareholders; not to abuse the Company’s status as an independent legal entity or the
limited liability of Shareholders to damage the interests of the Company’s creditors;
(v) To perform other duties prescribed in laws, administrative regulations and the Articles
of Association.
General Provisions for Shareholders’ General Meetings
The Shareholders’ general meeting is the organ of authority of the Company, which exercises
its powers in accordance with the law:
(i) To elect or remove the Directors and to decide on matters relating to the remuneration
of Directors;
(ii) To examine and approve reports of the Board of Directors;
(iii) To examine and approve the Company’s proposals for profit distribution plans and loss
recovery plans;
(iv) To decide on any increase or decrease of the Company’s registered capital;
(v) To decide on the issue of corporate bonds by the Company;
(vi) To decide on matters such as merger, division, dissolution and liquidation or change of
corporate form of the Company;
(vii) To amend the Articles of Association;
(viii) Resolution on appointment and dismissal of an accounting firm by the Company;
(ix) To examine and approve the provision of guarantees stipulated in Article 49;
(x) To examine matters relating to the purchases and disposals of the Company’s material
assets within one year, which exceed 30% of the Company’s latest audited total assets;
(xi) To examine and approve matters relating to changes in the use of proceeds;
(xii) To examine and approve the equity incentive plans and employee stock ownership plans;
(xiii) To examine and approve any change of control events of the Company;
(xiv) To examine other matters as required by the laws, administrative regulations,
departmental rules, the Articles of Association of the Company or the securities
regulatory rules of the places where the Company’s shares are listed, which shall be
decided by the Shareholders’ general meeting.
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The Company shall convene an extraordinary general meeting within two months from the
date of the occurrence of any of the following circumstances:
(i) The number of directors is less than the number provided for in the Company Law or less
than two-thirds of the number prescribed in these Articles of Association;
(ii) The uncovered losses of our Company reach one-third of its total paid-in share capital;
(iii) The Shareholders with 10% or more shares of the Company separately or jointly request;
(iv) The Board of Directors considers it necessary;
(v) The Audit Committee proposes that such a meeting shall be held;
(vi) Other circumstances conferred by the laws, administrative regulations, departmental
rules, securities regulatory rules of the places where the Company’s shares are listed and
the Articles of Association.
Convening of Shareholders’ General Meetings
Shareholders who individually or collectively hold more than 10% of the shares of the
Company shall have the right to request the Board of Directors to convene an extraordinary general
meeting, and shall submit such request in writing to the Board of Directors. The Board of Directors
shall in accordance with the provisions of laws, administrative regulations, securities regulatory
rules of the places where the Company’s shares are listed and the Articles of Association, provide
written feedback on whether or not to convene the extraordinary general meeting within 10 days
after receiving the request.
Where the Board of Directors agrees to convene an extraordinary general meeting, it shall
issue a notice of convening the general meeting within 5 days after the resolution of the Board of
Directors is made, and changes to the original request in the notice shall be subject to the consent
of the relevant shareholders. Where the Board of Directors does not agree to convene an
extraordinary general meeting, or fails to give feedback within 10 days after receiving the request,
shareholders who individually or collectively hold more than 10% of the Company’s shares have the
right to propose to the Audit Committee to hold an extraordinary general meeting, and shall make
a written request to the Audit Committee.
Where the Audit Committee agrees to convene an extraordinary general meeting, it shall issue
a notice of convening the general meeting within 5 days of receiving the request, and any changes
to the original request in the notice shall be subject to the consent of the relevant shareholders.
Where the Audit Committee fails to issue a notice of the general meeting within the prescribed time
limit, it shall be deemed that the Audit Committee has not convened and presided over the general
meeting, and shareholders who individually or collectively hold more than 10% of the Company’s
shares for more than 90 consecutive days may convene and preside over it on their own.
Where the Audit Committee or shareholders decide to convene a Shareholders’ general
meeting by themselves, they shall notify the Board of Directors in writing and complete the
necessary reporting, announcement, or filing in accordance with securities regulatory rules of the
places where the Company’s shares are listed and the provisions of the stock exchange.
Notice of Shareholders’ General Meeting
The notice of the General Meeting and the supplementary notice shall fully and completely
disclose all the specific contents of all proposals.
The convener shall notify all Shareholders by way of announcement 21 days prior to the
convening of the annual general meeting, and each Shareholder shall be notified by way of
announcement 15 days prior to the convening of the extraordinary general meeting.
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Proposals at Shareholders’ General Meetings
The Board of Directors, the Audit Committee and Shareholders who individually or jointly
hold more than 1% of the shares of the Company shall have the right to put forward proposals to
the Company. Shareholders who individually or collectively hold more than 1% of the shares of the
Company may submit an interim proposal in writing to the convener 10 days prior to the convening
of the Shareholders’ general meeting. The convener shall issue a supplementary notice of the
Shareholders’ general meeting within the prescribed time limit, and announce the contents of the
interim proposal.
Proxy for the Shareholders’ General Meeting
A shareholder may attend and vote at the shareholders’ general meeting in person or by proxy.
Individual shareholders attending the meeting in person shall present their personal identity
cards or other valid certificates or documents or proof of shareholding. Proxies attending the
meeting shall present their personal identity cards and the proxy statements from the shareholder.
Non-individual shareholders shall be represented by its legal representative or proxies
authorized by the legal representative.
Voting at the Shareholders’ General Meeting
The resolutions of the Shareholders’ meeting divided into ordinary resolutions and special
resolutions. An ordinary resolution at a shareholders’ general meeting shall be passed by more than
half of the voting rights held by the shareholders present at the shareholders’ general meeting. A
special resolution at a shareholders’ general meeting shall be passed by at least two-thirds of the
voting rights held by the shareholders present at the shareholders’ general meeting.
Shareholders shall exercise voting rights based on the number of shares with voting rights held
by them, and each share shall be entitled to one vote.
DIRECTORS AND BOARD OF DIRECTORS
Directors
Directors’ term of office shall be three years. Upon expiration of the term, the Director may
be re-elected. Director can be senior management personnel. However, provided that the total
number of Directors who concurrently serve as Senior Management Members and Directors who are
employee’s representatives shall not exceed half (1/2) of the total number of Directors of the
Company.
The Company has independent directors and the Board of Directors should not be less than
three or one-third independent directors. Independent directors shall faithfully perform their duties
and safeguard the interests of the Company, ensure that the legitimate rights and interests of
minority shareholders are not jeopardized.
The directors shall abide by laws, administrative regulations and the Articles of Association,
and bear fiduciary obligations towards the Company. The income obtained by the director in
violation of the above article shall belong to the Company; If losses are caused to the Company, it
shall be liable for compensation.
Directors shall abide by laws, administrative regulations and the Articles of Association, and
have the following diligent obligations to the Company. The fiduciary duty assumed by the
Directors shall not be automatically relieved upon the end of the term of office.
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Chairman
The Board of Directors shall appoint a Chairman. The Chairman shall be elected by more than
one half of all Directors.
Board of Directors
The Board of Directors consists of eight Directors. No fewer than one-third of the total
number of directors shall be independent directors.
The Board of Directors exercises the following powers:
(i) To convene the general Shareholders’ meeting and report on work to the General
Meeting;
(ii) Implement the resolutions of the General Meeting;
(iii) Determine the business and investment plans of our Company;
(iv) Devise the earnings distribution and loss offset plans of our Company;
(v) Formulate the plans for increasing or decreasing our Company’s registered capital, the
issuance of corporate bonds or other securities, as well as the listing of the stock of our
Company;
(vi) Formulate plans for major acquisitions of the Company, in case of the circumstances
stipulated of the Articles of Association the buy-back of shares of our Company,
corporate merger, separation, dissolution and changing the form of our Company;
(vii) Determine such matters as the Company’s external investment, purchase or sale of
assets, asset pledge, external guarantee, entrusting wealth management, connected
transaction and external donation within the scope authorized by the General
Shareholders’ Meeting;
(viii) Decide on the setup of our Company’s internal management organization;
(ix) To decide on matters such as appointment or dismissal of the Company’s general
manager, secretary to the Board of Directors and other senior officers and on their
compensation and incentives/disincentives; to decide on matters such as appointment or
dismissal of the Company’s vice general manager, chief financial officer and other
senior management and on their compensation and incentives/disincentives based on the
nominations by the general manager;
(x) Set the basic management systems of our Company;
(xi) Make the modification plan to the Articles of Association;
(xii) Manage the disclosure of company information;
(xiii) Request to the general meeting of shareholders to hire or replace the accounting firm
auditing for the company;
(xiv) Attend to the work report of our Company’s general manager and review the work of the
general manager;
(xv) The approval, amendment or deviation of annual budgets and annual
business/commercial and financial plans;
(xvi) The determination to settle any material litigation or arbitration involving the Company;
(xvii) Other powers and duties authorized by the laws, administrative regulations, regulations
of the authorities, the Articles of Association and the shareholders’ meeting.
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Meetings of the Board of Directors shall be attended by more than one-half of the Directors
before the Board of Directors meeting can be convened.
Special Committees under the Board
The special committees shall be responsible to the Board of Directors, and perform their
duties according to the Articles of Association and the authorization granted by the Board of
Directors.
Senior Management Members
The Company shall have a Secretary to the Board of Directors, who shall be responsible for
the preparation of the shareholders’ general meeting and Board meeting, the custody of documents,
the management of the shareholders’ records and other relevant matters.
Our Company has one general manager, appointed or dismissed by the Board of Directors. The
general manager of our Company is responsible to the Board of Directors and exercises the
following powers:
(i) To be in charge of the Company’s production, operation and management, and to
organize and implement the resolutions of the Board of Directors and report on works
to the Board of Directors;
(ii) To organize and implement the Company’s annual business plan and investment
proposals;
(iii) To draft plans for the establishment of the Company’s internal management
organizations;
(iv) To draft the Company’s basic management system;
(v) To formulate specific rules and regulations for the Company;
(vi) To propose to the Board of Directors on the appointment or dismissal of chief operating
officer, chief research and development officer, and financial officer;
(vii) To appoint or dismiss management personnel other than those required to be appointed
or dismissed by the Board of Directors;
(viii) Other functions and powers conferred by the Articles of Association or the Board of
Directors.
QUALIFICATIONS AND RESPONSIBILITIES OF DIRECTORS AND SENIOR
MANAGEMENT
None of the following persons shall serve as our Director or senior management:
(i) A person who has no civil capacity or has limited civil capacity;
(ii) A person who has committed an offense of corruption, bribery, infringement of property,
misappropriation of property or disruption of the socialism economic order and has been
punished because of committing such offense or who has been deprived of his/her
political rights for committing an offense where a five-year period has not elapsed since
the expiration of execution period; If he/she is pronounced for suspension of sentence,
a two-year period has not elapsed since the expiration of the suspension of sentence;
(iii) A person who is a former director, factory manager or manager of an enterprise which
has entered into insolvent liquidation and is personally liable for the insolvency of such
company or enterprise, where less than three years have lapsed following the date of the
completion of the insolvency and liquidation of such company or enterprise;
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(iv) A person who is a former legal representative of a company or enterprise which had its
business license revoked or had been ordered to close down due to violation of the laws
and has incurred personal liability, where less than three years have lapsed since the date
of the revocation of such business license;
(v) A person being listed as a dishonest person subject to enforcement by the people’s court
due to his/her failure to pay off a relatively large amount of due debts;
(vi) A person who is currently being prohibited from participating in the securities market by
the CSRC and such barring period has not elapsed;
(vii) A person who has been publicly determined by the stock exchange as unfit to serve as
a director or senior management of a listed company, and the disqualification period has
not expired;
(viii) Any other circumstances stipulated by laws, administrative regulations, departmental
rules or the securities regulatory rules of the place where the Company’s shares are
listed.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall establish its financial and accounting system in accordance with the laws,
administrative regulations and the provisions stipulated by the relevant authorities of the PRC.
The Company shall disclose its annual reports within four months from the end of each fiscal
year, and its interim reports within two months from the end of the first half of each fiscal year.
The Company is required to withdraw 10% of its profits into its statutory reserve fund when
distributing each year’s after-tax profits. When the cumulated amount of the statutory reserve fund
of the Company has reached 50% or more of its registered capital, no further withdrawal is required.
Where the statutory reserve fund of the Company is insufficient to make up the losses of the
Company for the preceding year, profits of the current year shall be applied to make up the losses
before any allocation to the statutory reserve fund in accordance with the provisions in the
preceding paragraph. Subject to a resolution of the shareholders’ general meeting, after withdrawal
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.
After making up of losses and appropriation to reserve funds, balance of the profit after tax
shall be distributed to shareholders in proportion to their shareholdings, unless otherwise stipulated
in the Articles of Association.
Reserve funds of the Company are used for recovering losses of the Company and expanding
scale of operation of the Company or conversion into its capital. Where the reserve of a company
is used for making up losses, the discretionary reserve and statutory reserve shall be firstly used.
If losses still cannot be made up, the capital reserve can be used according to the relevant
provisions. When the statutory reserve funds are converted into capital, the remaining balance of
such reserve fund must not be less than 25% of its registered capital before such conversion.
The Company shall appoint such accounting firm which has complied with the Securities Law
and the securities regulatory rules of the places where the Company’s shares are listed for carrying
out the audit for the accounting statements, net asset verification and other relevant consultancy
services. The term of appointment is one (1) year and can be re-appointed.
The appointment of accounting firm by the Company shall be subject to the approval of the
shareholders’ general meetings.
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DISSOLUTION AND LIQUIDATION OF THE COMPANY
The Company shall be dissolved for the following reasons:
(i) Occurrence of any other trigger for dissolution stipulated in the Articles of Association;
(ii) The General Meeting adopts a resolution to dissolve our Company;
(iii) Our Company needs to be dissolved for the purpose of merger or division;
(iv) The business license is revoked, or our Company is ordered to close or be eliminated
according to applicable law;
(v) Where our Company encounters significant difficulties in business and management,
continuous survival may be significantly detrimental to the interests of the shareholders,
and the difficulties may not be overcome through other means, shareholders who hold
more than 10% of all voting rights of the Company’s shareholders may request the
People’s Court to dissolve the Company.
Where our Company is dissolved due to the provisions set forth in i, ii, iv, v above, the
liquidation team shall be established within 15 days from the date of the event leading to liquidation
to commence dissolution. The personnel of the liquidation team shall consist of the persons
determined by the Directors or the General Meeting.
Within 10 days of the establishment of the liquidation team, the creditors shall be notified and
an announcement shall be published in the media designated by the securities regulatory authorities
and the stock exchange at the places where the shares are listed, or in the National Enterprise Credit
Information Publicity System within 60 days. The creditors shall declare their claims to the
liquidation team within 30 days of the date on which the notice is received or 45 days of the date
of announcement if the notice is not received.
In the event the liquidation team finds that, after taking stock of our Company’s property and
preparing the balance sheet and list of property, that the assets are insufficient to pay the debts, it
shall apply to the people’s court to declare bankruptcy to the law.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
If the amendment to the Articles of Association adopted by resolution of the shareholders’
general meeting is subject to the approval of the competent authority, it shall be reported to the
competent authority for approval; if it involves matters of company registration, the registration of
the changes shall be made with the company registration authority in accordance with the law.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
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FURTHER INFORMATION ABOUT OUR COMPANY
Incorporation of Our Company
Our Company was established as a limited liability company in the PRC on January 10, 2020
and was converted into a joint stock company on June 30, 2025 under the laws of the PRC. As of
the Latest Practicable Date, the registered share capital of our Company is RMB95,128,485.
Our Company has established a place of business in Hong Kong at Room 1920, 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 November 19, 2025.
Dr. Alan Fu, one of our joint company secretaries, has been appointed as our agent for the
acceptance of service of process in Hong Kong whose correspondence address is the same as our
place of business.
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 “Appendix IV — Summary of Articles of Association.”
Changes in the Share Capital of Our Company
Save as disclosed in the section headed “History, Development and Corporate Structure”,
there has been no other alteration in the share capital of our Company during the two years
immediately preceding the date of this Prospectus.
Restrictions on Share Repurchase
Please refer to “Summary of the Articles of Association” in Appendix IV to this Prospectus
for details.
Corporate Reorganization
Our Company has not gone through any corporate reorganization. For details of the history
and development of our Company, see the section headed “History, Development and Corporate
Structure” in this Prospectus.
Resolutions of our Shareholders
Pursuant to general meetings held on August 5, 2025 and April 22, 2026, among other things,
our Shareholders resolved that:
(a) the adoption and implementation of the Share Subdivision immediately prior to the
Listing and the issuance by our Company of the H Shares of nominal value of RMB0.10
each and such H Shares being listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued shall not be more than 20% of the total issued share
capital of our Company as enlarged by the Global Offering, and the grant to the
underwriters (or their representatives) of the Over-allotment Option of not more than
15% of the number of H Shares issued pursuant to the Global Offering;
(c) subject to the completion of the Global Offering, the adoption of the Articles of
Association which shall become effective on the Listing Date, and authorization to the
Board to amend the Articles of Association in accordance with the requirements of the
relevant laws and regulations and the Listing Rules;
(d) authorization of the Board to handle all matters relating to, among other things, the
Global Offering, the issue and listing of the H Shares;
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(e) upon completion of the Listing, the granting of a general mandate to the Board to allot
and issue Shares at any time within a period up to the date of the conclusion of the next
annual general meeting of the Shareholders or the date on which the Shareholders pass
a special resolution to revoke or change such mandate, whichever is earlier, upon such
terms and conditions and for such purposes and to such persons as the Board in their
absolute discretion deem fit, and to make necessary amendments to the Articles of
Association, provided that, the number of Shares to be issued shall not exceed 20% of
the number of the Shares in issue as at the Listing Date; and
(f) subject to the completion of the Global Offering, the granting of a general mandate to
the Board to repurchase H Shares issued on the Stock Exchange at any time within a
period commencing from the Listing Date and up to the date of the conclusion of the
next annual general meeting of the Shareholders to be held after the Listing or the date
on which the Shareholders pass a resolution to revoke or change such mandate,
whichever is earlier, upon such terms and conditions and for such purposes as the Board
in their absolute discretion deem fit, and to make necessary amendments to the Articles
of Association, provided that, the number of Shares to be repurchased shall not exceed
10% of the number of the total issued H Shares (excluding any treasury shares) as at the
Listing Date.
Explanatory Statement on Repurchase of Our Own Securities
The following paragraphs include, among others, certain information required by the Stock
Exchange to be included in this Prospectus concerning the repurchase of our own securities.
(a) Reasons for repurchase
The Board considered that the repurchase of the Shares would be beneficial to and in the
best interests of the Company and its Shareholders as a whole. It can strengthen the investors’
confidence in the Company and promote a positive effect on maintaining the Company’s
reputation in the capital market. Such repurchases will only be made when the Board believes
that such repurchases will benefit the Company and its Shareholder as a whole.
(b) Exercise of the general mandate to repurchase Shares
Subject to the passing of the special resolution approving the grant of the general
mandate to repurchase Shares at annual general meetings, the Board will be granted general
mandate to repurchase Shares until the end of the relevant period. The general mandate to
repurchase Shares would expire on the earlier of:
(i) the conclusion of the next annual general meeting of the Company to be held after
the Listing of which time it shall lapse unless, by special resolutions passed at that
meeting, the authority is renewed, either conditionally or subject to conditions; or
(ii) the revocation or variation of the mandate under the resolution by a special
resolution at any general meeting of the Company.
Furthermore, we need to complete registration and approval procedures with relevant
government authorities for the actual grant of the repurchase mandate to the Board, as
applicable. The exercise in full of the general mandate to repurchase H Shares (on the basis
of 1,052,926,111 H Shares in issue as of the Listing Date and no H Shares will be allotted and
issued or repurchased by the Company on or prior to the date of the next annual general
meeting to be held after the Listing) would result in a maximum of 105,292,611 H Shares
being repurchased by the Company during the relevant period, being the maximum of 10% of
the H Shares in issue as of the Listing Date.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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(c) Source of funds
In repurchasing its Shares, the Company intends to apply funds from the Company’s
internal resources (which may include surplus funds and retained profits) legally available for
such purpose in accordance with the Articles of Association and the applicable laws, rules and
regulations of the PRC.
The Company is empowered by its Articles of Association to repurchase its Shares. Any
shares to be repurchased will be cancelled or kept as treasury shares if allowed by the Articles
of Association and applicable laws and regulations. The Company may not purchase securities
on the Stock Exchange for a consideration other than cash or for settlement otherwise than in
accordance with the trading rules of the Stock Exchange from time to time.
(d) Suspension of repurchase
A listed company shall not repurchase its shares on the Stock Exchange at any time after
inside information has come to its knowledge until the information is made publicly available.
In particular, during the period of one month immediately preceding the earlier of: (i) the date
of the board meeting (as such date is first notified to the Stock Exchange in accordance with
the Listing Rules) for the approval of the company’s results for any year, half-year, quarterly
or any other interim period (whether or not required under the Listing Rules); and (ii) the
deadline for the issuer to announce its results for any year or half-year under the Listing Rules,
or quarterly or any other interim period (whether or not required under the Listing Rules),
until the date of the results announcement, the company may not repurchase its shares on the
Stock Exchange unless there are exceptional circumstances.
(e) Close associates and core connected persons
None of our Directors or, to the best of their knowledge having made all reasonable
inquiries, any of their close associates have a present intention, in the event the general
mandate to repurchase Shares is approved, to sell any Shares to our Company.
No core connected person of our Company has notified our Company that they have a
present intention to sell Shares to our Company, or have undertaken to do so, if the general
mandate to repurchase Shares is approved.
A listed company shall not knowingly purchase its shares on the Stock Exchange from
a core connected person (namely a director, supervisor, chief executive or substantial
shareholder of the company or any of its subsidiaries, or a close associate of any of them), and
a core connected person shall not knowingly sell their interest in shares of the company to it.
(f) Status of repurchased Shares
Any shares to be repurchased will be cancelled or kept as treasury shares, subject to the
Articles of Association, the Listing Rules and any other applicable laws and regulations.
(g) Takeover implications
If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the
voting rights of our Company increases, such increase will be treated as an acquisition for the
purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting
in concert could obtain or consolidate control of our Company and become obliged to make
a mandatory offer in accordance with Rule 26 of the Takeovers Code.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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Save as aforesaid, our Directors are not aware of any consequences which would arise
under the Takeovers Code as a consequence of any repurchases pursuant to the general
mandate to repurchase Shares.
(h) General
If the general mandate to repurchase Shares were to be carried out in full at any time,
there may be a material and adverse impact on our working capital or gearing position (as
compared with the position disclosed in our most recent published audited accounts).
However, our Directors do not propose to exercise the general mandate to repurchase Shares
to such an extent as would have a material an adverse effect on our working capital or gearing
position.
Our Directors have undertaken to the Stock Exchange that they will exercise the general
mandate to repurchase Shares in accordance with the Listing Rules and the applicable laws in
the PRC.
Changes in the Share Capital of our Subsidiaries
Our subsidiaries as of the Latest Practicable Date are set out in “History, Development and
Corporate Structure — Our Major Subsidiaries.”
The following changes in the share or registered capital of our subsidiaries have taken place
within two years immediately preceding the date of this Prospectus.
On September 4, 2023, pursuant to a shareholders’ resolution of Beijing Jitai dated September
4, 2023, the registered capital of Beijing Jitai was increased from RMB1,036,493.64 to
RMB100,000,000.
On May 23, 2024, pursuant to a shareholders’ resolution of Beijing Jitai dated May 17, 2024,
the registered capital of Beijing Jitai was increased from RMB100,000,000 to RMB200,000,000.
FURTHER INFORMATION ABOUT OUR BUSINESS
Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in the ordinary
course of business) within the two years immediately preceding the date of this Prospectus that are
or may be material:
(a) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, BlackRock Global Funds — World Healthscience Fund, BlackRock Global
Equity Market Neutral Fund of BlackRock Funds, BLACKROCK STRA TEGIC FUNDS
— BlackRock Systematic Asia Pacific Equity Absolute Return Fund, BlackRock Health
Sciences Term Trust, BlackRock Systematic Total Alpha Master Fund Ltd., BlackRock
Systematic Total Alpha Master Fund Ltd., MINEWORKERS’ PENSION SCHEME,
Government Employees Pension Fund, Baldr Bayes Fund Inc., Baldr Bayes Fund Inc.,
Emerging Markets Alpha Master Fund Ltd., The 32 Capital Master Fund SPC Ltd.,
Global Alpha Opportunities Master Fund Ltd., BlackRock Systematic China Absolute
Return Master Fund Ltd., Public Sector Pension Investment Board, BLACKROCK
STRA TEGIC FUNDS — BlackRock Systematic Global Equity Absolute Return Fund,
SAE Liquidity Fund LP , EMN BNH Fund, LP , Pan Asia Opportunities Master Fund Ltd.,
National Pension Service, Republic of Korea, All China Opportunities Fund, Jefferies
Hong Kong Limited, Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong
Branch, CITIC Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$50 million;
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(b) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, UBS Asset Management (Singapore) Ltd. (as the delegate of the investment
manager for and on behalf of certain investors), Jefferies Hong Kong Limited, Deutsche
Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$15
million;
(c) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, China V enture Capital Innovation Investment Fund Co., Ltd. (ҳ௴อҳ
ʮ̡), Jefferies Hong Kong Limited, Deutsche Securities Asia Limited,
Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong) Limited and
CLSA Limited, with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of Hong Kong dollar equivalent of US$10 million;
(d) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Mirae Asset Securities Co., Ltd., Jefferies Hong Kong Limited, Deutsche
Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$4
million;
(e) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Mirae Asset Securities (HK) Limited, Jefferies Hong Kong Limited, Deutsche
Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$4
million;
(f) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, HHLR Advisors, Ltd., Jefferies Hong Kong Limited, Deutsche Securities Asia
Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong)
Limited and CLSA Limited, with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$8 million;
(g) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Deerfield Healthcare Innovations Fund II, L.P ., Deerfield Healthcare
Innovations Fund III, L.P ., Deerfield Healthcare Innovations Fund III-A, L.P ., Deerfield
Private Design Fund V , L.P ., Jefferies Hong Kong Limited, Deutsche Securities Asia
Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong)
Limited and CLSA Limited, with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$5 million;
(h) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Biotech
Opportunities Operating Ltd., Jefferies Hong Kong Limited, Deutsche Securities Asia
Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong)
Limited and CLSA Limited, with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$5 million;
(i) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Arc Avenue Asset Management Pte. Ltd., Jefferies Hong Kong Limited,
Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC
Securities (Hong Kong) Limited and CLSA Limited, with respect to a subscription of H
Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of
US$5 million;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-5 –


--- page 385 ---
(j) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Huadeng Technology Piovt V entures Ltd, Jefferies Hong Kong Limited,
Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC
Securities (Hong Kong) Limited and CLSA Limited, with respect to a subscription of H
Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of
US$5 million;
(k) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Isometry Capital, LLC (in its capacity as the fund manager of Isometry Global
Master Fund, L.P .), Jefferies Hong Kong Limited, Deutsche Securities Asia Limited,
Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong) Limited and
CLSA Limited, with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of Hong Kong dollar equivalent of US$5 million;
(l) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, GF International Investment Management Limited (ʮ
̡), Jefferies Hong Kong Limited, Deutsche Securities Asia Limited, Deutsche Bank
AG, Hong Kong Branch, CITIC Securities (Hong Kong) Limited and CLSA Limited,
with respect to a subscription of H Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$2.8 million;
(m) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, GF Fund Management Co., Ltd. (ʮ̡), Jefferies Hong
Kong Limited, Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong
Branch, CITIC Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$2.2 million;
(n) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, ICBC UBS Asset Management Co., Ltd. (ʮ̡),
Jefferies Hong Kong Limited, Deutsche Securities Asia Limited, Deutsche Bank AG,
Hong Kong Branch, CITIC Securities (Hong Kong) Limited and CLSA Limited, with
respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$3 million;
(o) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, ICBC UBS Asset Management (International) Company Limited (༟
ପ၍ଣ(਷ყ)ʮ̡), Jefferies Hong Kong Limited, Deutsche Securities Asia
Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong)
Limited and CLSA Limited, with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$2 million;
(p) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, China Asset Management (Hong Kong) Limited (ږ(ಥ)ʮ̡),
Jefferies Hong Kong Limited, Deutsche Securities Asia Limited, Deutsche Bank AG,
Hong Kong Branch, CITIC Securities (Hong Kong) Limited and CLSA Limited, with
respect to a subscription of H Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$5 million;
(q) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Fullgoal Fund Management Co., Ltd., Jefferies Hong Kong Limited, Deutsche
Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$5
million;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-6 –


--- page 386 ---
(r) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, LBC HK Opportunity Fund Limited, Jefferies Hong Kong Limited, Deutsche
Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$1.7
million;
(s) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Lake Bleu Prime Healthcare Master Fund Limited, Jefferies Hong Kong
Limited, Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch,
CITIC Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$1.4 million;
(t) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Lake Bleu Innovation Healthcare Master Fund Limited, Jefferies Hong Kong
Limited, Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch,
CITIC Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$0.9 million;
(u) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Sage Partners Master Fund, Jefferies Hong Kong Limited, Deutsche
Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities
(Hong Kong) Limited and CLSA Limited, with respect to a subscription of H Shares at
the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$4
million;
(v) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, ICBC Wealth Management Co., Ltd. (ப΂ʮ̡), Jefferies Hong
Kong Limited, Deutsche Securities Asia Limited, Deutsche Bank AG, Hong Kong
Branch, CITIC Securities (Hong Kong) Limited and CLSA Limited, with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$2 million;
(w) the cornerstone investment agreement dated April 30, 2026 entered into among the
Company, Lazurite Hime L.P ., Jefferies Hong Kong Limited, Deutsche Securities Asia
Limited, Deutsche Bank AG, Hong Kong Branch, CITIC Securities (Hong Kong)
Limited and CLSA Limited, with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$2 million; and
(x) the Hong Kong Underwriting Agreement.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-7 –


--- page 387 ---
Intellectual Property Rights
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark
Place of
registration Class Registered owner
Registration
Number
Date of
registration Expiry date
1 /H1118/H1118ኒइ PRC 1 Beijing Jitai;
Our Company
56123519 December 7,
2021
December 3,
2031
PRC 5 Beijing Jitai;
Our Company
56097485 December 28,
2021
December 27,
2031
PRC 10 Beijing Jitai;
Our Company
56094182 December 28,
2022
December 27,
2032
PRC 35 Beijing Jitai;
Our Company
56108055 December 7,
2021
December 6,
2031
PRC 42 Beijing Jitai;
Our Company
56095734 December 7,
2022
December 6,
2032
PRC 44 Beijing Jitai;
Our Company
56129943 December 7,
2023
December 6,
2033
2 /H1118/H1118ኒइ Japan 5, 42 Metis Therapeutics 6564953 June 1, 2022 June 1, 2032
3 /H1118/H1118ኒइeኒइ Hong Kong 1, 5, 10, 35,
42, 44
Our Company 305864257 January 21, 2022 January 20, 2032
4 /H1118/H1118METiS PRC 42 Beijing Jitai;
Our Company
56105044 April 7, 2022 April 6, 2032
International 5, 42 Metis Therapeutics 1667893 December 8,
2021
December 8,
2031
Europe 5, 42 Metis Therapeutics / December 8,
2021
December 8,
2031
UK 5, 42 Metis Therapeutics / December 8,
2021
December 8,
2031
Japan 5, 42 Metis Therapeutics 2022-359222 December 8,
2021
December 8,
2031
Hong Kong 1, 5, 10, 35,
42, 44
Our Company 305864239 January 21, 2022 January 20, 2032
5 /H1118/H1118
 PRC 1 Beijing Jitai;
Our Company
57138246 January 14, 2022 January 13, 2032
PRC 5 Beijing Jitai;
Our Company
57133193 January 14, 2022 January 13, 2032
PRC 10 Beijing Jitai;
Our Company
57121348 January 14, 2022 January 13, 2032
6 /H1118/H1118
 Hong Kong 1, 5, 10, 35,
42, 44
Our Company 305864248 January 21, 2022 January 20, 2032
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-8 –


--- page 388 ---
Patents
As of the Latest Practicable Date, we are the owner of the following material patents, details
of which are as follows:
No. Patent Description Category
Registered
Owner
Place of
Registration Patent Number Filing Date Expiry Date
1./H1118/H1118/H1118Nanoparticle preparation Invention Beijing Jitai;
Our Company
PRC CN115364734B November 14,
2023
December 24,
2042
2./H1118/H1118/H1118Ionizable lipid compound Invention Beijing Jitai;
Our Company
US US12162819B2 December 10,
2024
January 5, 2043
3./H1118/H1118/H1118Lipid nanoparticles Invention Beijing Jitai;
Our Company
PRC CN115887674B August 25,
2023
November 14,
2042
4./H1118/H1118/H1118A solid dispersion
composition, its
preparation method
and its applications
Invention Beijing Jitai;
Our Company
PRC CN114469882B October 20,
2023
April 22, 2042
5./H1118/H1118/H1118A rapidly metabolized
lipid compound
Invention Beijing Jitai;
Our Company
Taiwan TW113121943 June 13, 2024 June 13, 2044
As of the Latest Practicable Date, we have applied for the registration of the following
material patents, details of which are as follows:
No. Patent Description Category Applicant
Place of
Application
Date of
Application
1. /H1118/H1118/H1118Lipid-based local
injection formulation
Invention Beijing Jitai;
Our Company
US May 18, 2023
2. /H1118/H1118/H1118A rapidly metabolized
lipid compound
Invention Beijing Jitai;
Our Company
US June 6, 2024
3. /H1118/H1118/H1118Lung-targeted lipid
nanoparticles
Invention Beijing Jitai;
Our Company
PCT April 12, 2024
4. /H1118/H1118/H1118Spleen-targeted lipid
nanoparticles
Invention Beijing Jitai;
Our Company
PCT April 12, 2024
5. /H1118/H1118/H1118mRNA molecules
encoding bispecific
antibodies against
GPC3 and CD3
Invention Beijing Jitai;
Our Company
PRC July 15, 2024
6. /H1118/H1118/H1118Muscle-targeted lipid
nanoparticles
Invention Beijing Jitai;
Our Company
PCT February 28,
2025
7. /H1118/H1118/H1118Muscle-targeted lipid
nanoparticles
Invention Beijing Jitai;
Our Company
Taiwan, China March 3, 2025
Copyrights
For details of our software copyrights which we consider to be or may be material to our
business, see “Business — Intellectual Property.”
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-9 –


--- page 389 ---
Domain Name
As of the date of this Prospectus, we had registered the following internet domain names
which we consider to be or may be material to our business:
No. Domain Name Owner Expiry Date
1 /H1118/H1118/H1118metistechbio.com Our Company July 17, 2029
2 /H1118/H1118/H1118metispharma.com Our Company December 7, 2026
3 /H1118/H1118metistx.com Metis Therapeutics June 10, 2028
FURTHER INFORMATION ABOUT OUR DIRECTORS, SENIOR MANAGEMENT AND
SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
Save as disclosed below, immediately following the completion of the Global Offering and the
Share Subdivision and conversion of certain Unlisted Shares into H Shares (assuming the
Presumptions), so far as our Directors are aware, none of our Directors or chief executive has any
interests or short positions in our Shares, underlying shares and debentures of our Company or any
associated corporations (within the meaning of Part XV of the SFO) which will have to be notified
to our Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of
the SFO (including interests and short positions which they are taken or deemed to have under such
provisions of the SFO) or which will be required, pursuant to Section 352 of the SFO, to be recorded
in the register referred to therein or which will be required to be notified to our Company and the
Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors
of Listed Issuers contained in the Listing Rules.
(a) Interests in our Company
Immediately prior to the
Global Offering
Immediately following the Global Offering
and the Share Subdivision (assuming the Presumptions)
Name of Shareholder Nature of Interest
Number of
Shares held
Approximate
percentage of
shareholding
in our total
share capital
Number and
class of
Shares held (1)
Approximate
percentage of
shareholding in
the relevant
class of Shares (1)
Approximate
percentage of
shareholding
in our total
share capital
(%) (%) (%)
Dr. Lai (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in
controlled
corporations
147,566,850 13.85 36,400,278
Unlisted Shares
36.55 3.16
111,166,572
H Shares
10.56 9.65
Delos Holding
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial
interest
16,000,000 1.68 – Unlisted
Shares
––
16,000,000
H Shares
1.52 1.39
Dechi Holding (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial
interest
10,232,590 1.08 – Unlisted
Shares
––
10,232,590
H Shares
0.97 0.89
Scientia HK (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 121,334,260 12.75 36,400,278
Unlisted Shares
36.55 3.16
84,933,982
H Shares
8.07 7.37
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-10 –


--- page 390 ---
Immediately prior to the
Global Offering
Immediately following the Global Offering
and the Share Subdivision (assuming the Presumptions)
Name of Shareholder Nature of Interest
Number of
Shares held
Approximate
percentage of
shareholding
in our total
share capital
Number and
class of
Shares held (1)
Approximate
percentage of
shareholding in
the relevant
class of Shares (1)
Approximate
percentage of
shareholding
in our total
share capital
(%) (%) (%)
Dr. Chen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 66,913,490 7.03 20,074,047
Unlisted Shares
20.16 1.74
46,839,443
H Shares
4.45 4.06
Dr. Wang (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial
interest
34,911,380 3.67 10,473,414
Unlisted Shares
10.52 0.91
24,437,966
H Shares
2.32 2.12
Interest in
controlled
corporations
42,381,900 4.46 42,381,900
H Shares
4.03 3.68
Nanjing Chengtai Y uxin
(3) /H1118/H1118Beneficial owner 25,857,170 2.72 25,857,170
H Shares
2.46 2.24
Hangzhou Shengtai (3) /H1118/H1118/H1118/H1118/H1118Beneficial
interest
16,524,730 1.74 16,524,730
H Shares
1.57 1.43
Notes:
(1) The calculation is based on the total number of 99,587,739 Unlisted Shares in issue and 1,052,926,111 H Shares in
issue immediately after completion of the Global Offering and the Share Subdivision (assuming the Presumptions).
The number of Shares were presented based on the assumption that the Share Subdivision is completed.
(2) Each of Scientia HK, Delos Holding and Dechi Holding is controlled by Dr. Lai. Hence, Dr. Lai was deemed to be
interested in the Shares held by these three entities under SFO.
(3) Each of Nanjing Chengtai Y uxin and Hangzhou Shengtai is controlled by Dr. Wang. Hence, Dr. Wang was deemed
to be interested in the Shares held by these two entities under SFO.
2. Substantial Shareholders
For the information on the persons who will, immediately following the completion of the
Global Offering, have interests or short positions in our Shares or underlying Shares which would
be required to be disclosed to our Company and the Hong Kong Stock Exchange under the
provisions of Divisions 2 and 3 of Part XV of the SFO, see the section headed “Substantial
Shareholders” in this Prospectus.
So far as set out above, our Directors are not aware of any persons (other than our Directors
or chief executive) will, immediately following the completion of the Global Offering, directly or
indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any other member of our Group.
3. Service Contracts
We have entered into a contract with each of our Directors in respect of, among other things,
compliance with the relevant laws and regulations, the Articles of Association and applicable
provisions on arbitration.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-11 –


--- page 391 ---
Our Directors have entered into service contracts with our Company. The principal particulars
of these service contracts comprise (a) a term of three years which is equivalent to the term of the
Board; and (b) termination provisions in accordance with their respective terms. Our Directors may
be re-appointed subject to Shareholders’ approval. The service contracts can be renewed pursuant
to our Articles of Association and applicable rules.
Save as disclosed above, we have not entered, and do not propose to enter, into any service
contracts with any of our Directors in their respective capacities as Directors (other than contracts
expiring or determinable by the employer within one year without any payment of compensation
(other than statutory compensation)).
4. Director’s Remuneration
Save as disclosed in “Directors and Senior Management” and “Appendix I — Accountant’s
Report — Notes to The Historical Financial Information — 35 Benefits and interests of directors”,
for the years ended December 31, 2023, 2024 and 2025, none of our Directors received other
remunerations of benefits in kind from us.
5. Employee Incentive Schemes
A. 2023 Equity Incentive Plan
The 2023 Equity Incentive Plan was adopted by the Shareholders on June 26, 2023.
The following is a summary of the principal terms of the 2023 Equity Incentive Plan.
Purposes
The purpose of the 2023 Equity Incentive Plan is mainly to promote the success and
enhance the value of the Company, by linking the personal interests of the members of the
Board, employees, consultants and/or contractors to those of the Company and by providing
such individuals with an incentive for outstanding performance to generate superior returns to
the Company.
Shares subject to the plan
Subject to certain provisions of the 2023 Equity Incentive Plan, the Shares that may be
delivered under the plan will be the ordinary Shares approved by the Board.
The ordinary Share limit
The maximum number of ordinary Shares in connection with Equity Incentives granted
under the plan will not exceed 16,004,095.99 Shares (or 160,040,959.9 Shares taking into
account the Share Subdivision) in the aggregate (represented by RMB16,004,095.99 of the
registered capital of the Company, proportionally adjusted to reflect any share dividends,
share splits, or similar transactions).
Administrator
The plan may be administered by one or more Committees of the Board or if no
Committee has been appointed, the entire Board of Directors shall administer the plan. Each
Committee shall have such authority and be responsible for such functions as the Board has
assigned to it. If no Committee has been appointed, the Board may authorize one or more
officers or directors to administer this Plan and may limit such authority as the Board
determines from time to time.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-12 –


--- page 392 ---
Eligibility
Persons eligible to participate in this plan include employees consultants and all
members of the Board, as determined by the Administrator (“ Eligible Recipients ”). Subject
to the employee agreements of Eligible Recipients, or based on the performance of Eligible
Recipients, the Grantees under the plan shall be selected from time to time by the
Administrator, at its sole discretion, from among the Eligible Recipients.
Exercise price or purchase price limit
Subject to certain provisions of the 2023 Equity Incentive Plan, the Administrator will
determine the exercise price of the option or the purchase price of restricted stock at the time
of the grant of the option, which exercise price or purchase price will be set forth in the
applicable grant notice, if any, and the award agreement. Unless otherwise approved by the
Board, the exercise price or purchase price of Shares purchasable under an option or restricted
stock will be any of the following, which may be determined at the sole discretion of the
Administrator: (a) the par value of an ordinary Share; (b) a certain discount of the fair market
value of an ordinary Share on the date of grant; or (c) other prices as determined by the
Administrator.
Exercise window
Exercise window is the period during which a Grantee can exercise his or her option.
Options will be exercisable within the times or upon the occurrence of events determined by
the Administrator by giving written notice of exercise (including electronic notice); provided,
however, that no option will be exercisable after the expiration of ten (10) years from the date
the option is granted. Notwithstanding the foregoing, if the Grantee is a U.S. taxpayer,
Administrator may provide that, for the sole purpose of doing a Section 83(b) Election, an
option under the plan may be exercised early in whole or in part at any time upon the election
by the Grantee as to Shares that have not yet vested. The Administrator is entitled to determine
the exercise window from time to time.
Non-Transferability of Equity Incentive
Equity Incentive, and any interest otherwise approved by the Board, will not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner by the Eligible
Recipient, and may not be made subject to execution, attachment or similar process; provided,
that (a) during a Grantee’s lifetime, the Grantee may transfer vested Equity Incentive and any
other interest in Shares otherwise approved by the Board directly or indirectly to his or her
Family Members by gift or by sale for estate planning purposes if permitted by applicable
securities laws, or pursuant to domestic relations order in the settlement of marital property
rights, and (b) following a Grantee’s death, Equity Incentive, to the extent they are vested
upon the Grantee’s death, may be transferred by will or other testamentary instrument, or if
the Grantee dies intestate, by the Applicable Law of descent and distribution.
No Shareholder’ s right
No Equity Incentive gives the Grantee any of the rights of a shareholder of the Company
unless and until Shares are in fact issued to the Grantee through the shareholding platform(s)
in connection with such Equity Incentive.
Amendment, cancellation and termination
The Board of the Company shall be entitled to amend, alter, suspend, cancel or terminate
the Plan at any time. Unless mutually agreed otherwise by a Grantee and the Company, no
amendment, alteration, suspension, cancellation or termination of this Plan shall impair the
rights and interests of such Grantee. Termination of this Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Equity
Incentives granted under this Plan prior to the date of such termination.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-13 –


--- page 393 ---
Term of the plan
The Plan shall continue in effect for the purpose of granting Equity Incentives for a term
of ten (10) years from the date of its adoption by the Board (the “ Effective Date ”) unless
terminated earlier under Section 8 of this Plan. No Equity Incentive shall be granted pursuant
to the Plan on or after the tenth (10th) anniversary of the Effective Date, but Equity Incentives
theretofore granted may extend beyond that date, and shall remain subject to the terms and
conditions of the Plan notwithstanding the Plan no longer being in effect for the purposes of
granting Equity Incentives.
Details of the Interests Granted under the 2023 Equity Incentive Plan
As of the date of this Prospectus, the restricted shares under the 2023 Equity Incentive
Plan corresponding to 41,857,170 Share (as adjusted by the Share Subdivision), being 3.63%
of the equity interest in the Company immediately after completion of the Global Offering and
the Share Subdivision (assuming the Presumptions), have been granted to 41 Participants in
full, including two Directors, two senior management, three other connected persons and 34
other employees of the Group. The below sets out the details of the interests granted under the
2023 Equity Incentive Plan. As of the date of this Prospectus, all the Shares underlying the
2023 Equity Incentive Plan have been allotted and issued, and are held by Nanjing Chengtai
Y uxi and Delos Holding. As a result, the 2023 Equity Incentive Plan will not cause any
dilution of the shareholding of our Shareholders immediately after the Listing.
Name of Grantee
Position(s) held within
our Group
Number of Shares
(as adjusted by the
Share Subdivision)
underlying the Equity
Incentives granted as
of the date of this
Prospectus and
immediately before
the completion of the
Global Offering
Approximate
percentage in the
issued Shares
immediately after the
completion of the
Global Offering
Directors
Dr. Lai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and chief
executive officer
6,171,650 0.54%
Dr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director and chief
operating officer
2,285,300 0.20%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,456,950 0.73%
Senior management
Dr. Alan Fu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Chief financial officer 1,887,280 0.16%
Dr. Wei Xu /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chief scientific officer 4,234,840 0.37%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,122,120 0.53%
Other connected persons
3 Grantees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Former Director, supervisor
of certain of our
subsidiaries and head of
capital market and
external relation
7,694,280 0.67%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,694,280 0.67%
Other grantees
Other 34 employees /H1118/H1118– 19,583,820 1.70%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,583,820 1.70%
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 41,857,170 3.63%
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-14 –


--- page 394 ---
B. 2025 Equity Incentive Plan
The 2025 Equity Incentive Plan was adopted by the Shareholders on June 27, 2025.
The following is a summary of the principal terms of the 2025 Equity Incentive Plan.
Purposes
The purpose of the 2025 Equity Incentive Plan is mainly to promote the success and
enhance the value of the Company, by linking the personal interests of the members of the
Board, employees, consultants and/or contractors to those of the Company and by providing
such individuals with an incentive for outstanding performance to generate superior returns to
the Company.
Shares subject to the plan
Subject to certain provisions of the 2025 Equity Incentive Plan, the Shares that may be
delivered under the plan will be the ordinary Shares approved by the Board.
The ordinary Share limit
The maximum number of ordinary Shares in connection with Equity Incentives granted
under the plan will not exceed 1,750,973 (or 17,509,730 Shares taking into account the Share
Subdivision) Shares in the aggregate (represented by RMB1,750,973 of the registered capital
of the Company, proportionally adjusted to reflect any share dividends, share splits, or similar
transactions).
Administrator
The plan may be administered by one or more Committees of the Board or if no
Committee has been appointed, the entire Board of Directors shall administer the plan. Each
Committee shall have such authority and be responsible for such functions as the Board has
assigned to it. If no Committee has been appointed, the Board may authorize one or more
officers or directors to administer this Plan and may limit such authority as the Board
determines from time to time.
Eligibility
Persons eligible to participate in this plan include employees consultants and all
members of the Board, as determined by the Administrator. Subject to the employee
agreements of Eligible Recipients, or based on the performance of Eligible Recipients, the
Grantees under the plan shall be selected from time to time by the Administrator, at its sole
discretion, from among the Eligible Recipients.
Exercise price or purchase price limit
Subject to certain provisions of the 2025 Equity Incentive Plan, the Administrator will
determine the purchase price of restricted stock at the time of the grant of the equity incentive,
which exercise price or purchase price will be set forth in the applicable grant notice, if any,
and the award agreement. Unless otherwise approved by the Board, the exercise price or
purchase price of Shares purchasable under a restricted stock will be any of the following,
which may be determined at the sole discretion of the Administrator: (a) the par value of an
ordinary Share; (b) a certain discount of the fair market value of an ordinary Share on the date
of grant; or (c) other prices as determined by the Administrator.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-15 –


--- page 395 ---
Non-Transferability of Equity Incentive
Equity Incentive, and any interest otherwise approved by the Board, will not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner by the Eligible
Recipient, and may not be made subject to execution, attachment or similar process; provided,
that (a) during a Grantee’s lifetime, the Grantee may transfer vested Equity Incentive and any
other interest in Shares otherwise approved by the Board directly or indirectly to his or her
Family Members by gift or by sale for estate planning purposes if permitted by applicable
securities laws, or pursuant to domestic relations order in the settlement of marital property
rights, and (b) following a Grantee’s death, Equity Incentive, to the extent they are vested
upon the Grantee’s death, may be transferred by will or other testamentary instrument, or if
the Grantee dies intestate, by the Applicable Law of descent and distribution.
No Shareholder’ s right
No Equity Incentive gives the Grantee any of the rights of a shareholder of the Company
unless and until Shares are in fact issued to the Grantee through the shareholding platform(s)
in connection with such Equity Incentive.
Amendment, cancellation and termination
The Board of the Company shall be entitled to amend, alter, suspend, cancel or terminate
the Plan at any time. Unless mutually agreed otherwise by a Grantee and the Company, no
amendment, alteration, suspension, cancellation or termination of this Plan shall impair the
rights and interests of such Grantee. Termination of this Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Equity
Incentives granted under this Plan prior to the date of such termination.
Term of the plan
The Plan shall continue in effect for the purpose of granting Equity Incentives for a term
of ten (10) years from the date of its adoption by the Board (the “ Effective Date ”) unless
terminated earlier under Section 8 of this Plan. No Equity Incentive shall be granted pursuant
to the Plan on or after the tenth (10th) anniversary of the Effective Date, but Equity Incentives
theretofore granted may extend beyond that date, and shall remain subject to the terms and
conditions of the Plan notwithstanding the Plan no longer being in effect for the purposes of
granting Equity Incentives.
Details of the Interests Granted under the 2025 Equity Incentive Plan
As of the date of this Prospectus, the restricted shares under the 2025 Equity Incentive
Plan corresponding to 17,509,730 Share (as adjusted by the Share Subdivision), being 1.52%
of the equity interest in the Company immediately after completion of the Global Offering and
the Share Subdivision (assuming the Presumptions), have been granted to 67 Participants in
full, including one Director, two other connected persons and 64 other employees of the
Group. The below sets out the details of the interests granted under the 2025 Equity Incentive
Plan. As of the date of this Prospectus, all the restricted shares under the 2025 Equity
Incentive Plan have been granted but have not been exercised or vested, and all the Shares
underlying the Equity Incentives are held by Hangzhou Shengtai and Beijing Y uhetai. As a
result, the 2025 Equity Incentive Plan will not cause any dilution of the shareholding of our
Shareholders immediately after the Listing.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-16 –


--- page 396 ---
Details of the outstanding Equity Incentives under the 2025 Employee Incentive Plan as
of the Latest Practicable Date are set out below:
Name Position Address
Relevant
Employee
Incentive
Platforms Date of Grant
Purchase price/
exercise price
per Share
Number of
Shares (as
adjusted by
the Share
Subdivision)
underlying
the Equity
Incentives
Approximate
percentage of
shareholding interest
in our Company
underlying the
Equity Incentives
immediately after the
completion of the
Global Offering
(RMB)
Director
Dr. Wang /H1118/H1118/H1118/H1118Executive
Director and
chief operating
officer
Unit 2402, Building
10, Linglong
Mansion, No. 399,
Xixing Street,
Binjiang District,
Hangzhou, PRC
Hangzhou
Shengtai
July 15, 2025 1 13,024,730 1.130%
Subtotal /H1118/H1118/H1118/H1118/H1118– – – – – 13,024,730 1.130%
Other connected persons
Xie Wang /H1118/H1118/H1118/H1118Former Director Room 2518, Building
2, Chenghuayuan,
No. 21 Xueqing
Road, Haidian
District, Beijing,
PRC
Beijing
Y uhetai
July 15, 2025 4 30,000 0.003%
Hangzhou
Shengtai
July 15, 2025 1 100,000 0.009%
Nan Cao /H1118/H1118/H1118/H1118/H1118Supervisor of our
subsidiaries
No. 10 Huixin
East Street,
Chaoyang District,
Beijing, PRC
Beijing
Y uhetai
July 15, 2025 4 10,000 0.001%
Subtotal /H1118/H1118/H1118/H1118/H1118–– – – – 140,000 0.012%
Other grantees
64 grantees /H1118/H1118/H1118/H1118– – Hangzhou
Shengtai
July 15, 2025
or December
3, 2025
1 3,400,000 0.295%
– – Beijing
Y uhetai
July 15, 2025 4 945,000 0.082%
Subtotal /H1118/H1118/H1118/H1118/H1118–– – – – 4,345,000 0.377%
Total /H1118/H1118/H1118/H1118/H1118/H1118–– – – – 17,509,730 1.519%
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-17 –


--- page 397 ---
C. 2025 Restricted Share Plan
The 2025 Restricted Share Plan was adopted by the Shareholders on June 27, 2025.
The following is a summary of the principal terms of the 2025 Restricted Share Plan.
Purposes
The purpose of the 2025 Restricted Share Plan is mainly to promote the success and
enhance the value of the Company, by linking the personal interests of the members of the
Board, employees, consultants and/or contractors to those of the Company and by providing
such individuals with an incentive for outstanding performance to generate superior returns to
the Company.
Shares subject to the plan
Subject to certain provisions of the 2025 Restricted Share Plan, the Shares that may be
delivered under the plan will be the ordinary Shares approved by the Board.
The ordinary Share limit
The maximum number of ordinary Shares in connection with Equity Incentives granted
under the plan will not exceed 1,023,259 Shares (or 10,232,590 Shares taking into account the
Share Subdivision) in the aggregate (represented by RMB1,023,259 of the registered capital
of the Company, proportionally adjusted to reflect any share dividends, share splits, or similar
transactions).
Administrator
The plan may be administered by one or more Committees of the Board or if no
Committee has been appointed, the entire Board of Directors shall administer the plan. Each
Committee shall have such authority and be responsible for such functions as the Board has
assigned to it. If no Committee has been appointed, the Board may authorize one or more
officers or directors to administer this Plan and may limit such authority as the Board
determines from time to time.
Eligibility
Persons eligible to participate in this plan include employees consultants and all
members of the Board, as determined by the Administrator. Subject to the employee
agreements of Eligible Recipients, or based on the performance of Eligible Recipients, the
Grantees under the plan shall be selected from time to time by the Administrator, at its sole
discretion, from among the Eligible Recipients.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-18 –


--- page 398 ---
Exercise price or purchase price limit
Subject to certain provisions of the 2025 Restricted Share Plan, the Administrator will
determine the purchase price of restricted stock at the time of the grant of the equity incentive,
which exercise price or purchase price will be set forth in the applicable grant notice, if any,
and the award agreement. Unless otherwise approved by the Board, the exercise price or
purchase price of Shares purchasable under a restricted stock will be any of the following,
which may be determined at the sole discretion of the Administrator: (a) the par value of an
ordinary Share; (b) a certain discount of the fair market value of an ordinary Share on the date
of grant; (c) other prices as determined by the Administrator.
Exercise window
Exercise window is the period during which a Grantee can exercise his or her equity
incentives. Equity incentives will be exercisable within the times or upon the occurrence of
events determined by the Administrator by giving written notice of exercise (including
electronic notice); provided, however, that no equity incentive will be exercisable after the
expiration of ten (10) years from the date the equity incentive is granted. Notwithstanding the
foregoing, if the Grantee is a U.S. taxpayer, Administrator may provide that, for the sole
purpose of doing a Section 83(b) Election, an equity incentive under the plan may be exercised
early in whole or in part at any time upon the election by the Grantee as to Shares that have
not yet vested. The Administrator is entitled to determine the exercise window from time to
time.
Non-Transferability of Equity Incentive
Equity Incentive, and any interest otherwise approved by the Board, will not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner by the Eligible
Recipient, and may not be made subject to execution, attachment or similar process; provided,
that (a) during a Grantee’s lifetime, the Grantee may transfer vested Equity Incentive and any
other interest in Shares otherwise approved by the Board directly or indirectly to his or her
Family Members by gift or by sale for estate planning purposes if permitted by applicable
securities laws, or pursuant to domestic relations order in the settlement of marital property
rights, and (b) following a Grantee’s death, Equity Incentive, to the extent they are vested
upon the Grantee’s death, may be transferred by will or other testamentary instrument, or if
the Grantee dies intestate, by the Applicable Law of descent and distribution.
No Shareholder’ s right
No Equity Incentive gives the Grantee any of the rights of a shareholder of the Company
unless and until Shares are in fact issued to the Grantee through the shareholding platform(s)
in connection with such Equity Incentive.
Amendment, cancellation and termination
The Board of the Company shall be entitled to amend, alter, suspend, cancel or terminate
the Plan at any time. Unless mutually agreed otherwise by a Grantee and the Company, no
amendment, alteration, suspension, cancellation or termination of this Plan shall impair the
rights and interests of such Grantee. Termination of this Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Equity
Incentives granted under this Plan prior to the date of such termination.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-19 –


--- page 399 ---
Term of the plan
The Plan shall continue in effect for the purpose of granting Equity Incentives for a term
of ten (10) years from the date of its adoption by the Board (the “ Effective Date ”) unless
terminated earlier under Section 8 of this Plan. No Equity Incentive shall be granted pursuant
to the Plan on or after the tenth (10th) anniversary of the Effective Date, but Equity Incentives
theretofore granted may extend beyond that date, and shall remain subject to the terms and
conditions of the Plan notwithstanding the Plan no longer being in effect for the purposes of
granting Equity Incentives.
Details of the Interests Granted under the 2025 Restricted Share Plan
As of the Latest Practicable Date, the restricted shares under the 2025 Restricted Share
Plan corresponding to 10,232,590 Share, being 0.89% of the equity interest in the Company
immediately after completion of the Global Offering and the Share Subdivision (assuming the
Presumptions), have been granted to six Participants in full, including one Director, two senior
management and three consultants of the Group. The below sets out the details of the interests
granted under the 2025 Restricted Share Plan. As of the date of this Prospectus, all the
restricted shares under the 2025 Restricted Share Plan have been granted but have not been
exercised, and all the Shares underlying the equity incentives are held by Dechi Holding. As
a result, the 2025 Restricted Share Plan will not cause any dilution of the shareholding of our
Shareholders immediately after the Listing.
Below is a list of the grantees under the 2025 Restricted Share Plan. No further equity
incentive will be granted under the 2025 Restricted Share Plan.
Name of
Grantee
Position(s) held
within our Group Address
Exercise
price Date of grant
Vesting
period
Number of Shares
(as adjusted by the
Share Subdivision)
underlying the
outstanding
equity incentives
Approximate
percentage of
shareholding
interest in
our Company
underlying the
outstanding
equity incentives
immediately after
the completion of
the Global Offering
(RMB)
Dr. Lai /H1118/H1118/H1118/H1118/H1118Executive Director,
chief executive
officer
1-502, Building 4, North
District V anke Ruyuan,
Y ongfeng Road, Haidian
District Beijing, PRC
100095
1 January 23,
2026
4 years 400,000 0.03%
Dr. Alan Fu /H1118/H1118/H1118Chief financial
officer
103 Mau Po Road, Clear
Water Bay, Hong Kong
1 January 23,
2026
4 years 3,698,980 0.32%
1 January 23,
2026
Note 1 886,950 0.08%
Mark Robert
Herbert /H1118/H1118/H1118/H1118
Chief business
officer
401 Firmona Avenue,
Redondo Beach, CA
90278, USA
1 January 23,
2026
4 years 2,483,200 0.22%
1 January 23,
2026
Note 1 1,000,000 0.09%
Yide Jiang /H1118/H1118/H1118/H1118Consultant 83 Bird St, Needham MA
02492-4319, USA
4 January 23,
2026
4 years 1,363,460 0.12%
Kerry Blanchard /H1118Consultant Room 1303, South Building
6, Huang Jin Cheng Dao
259 Lane, Changning Qu,
Shanghai, 200042, PRC
4 January 23,
2026
4 years 200,000 0.02%
Eric Rowinsky /H1118/H1118Consultant 1500 S Ocean BLVD APT
306 BOCA RA TON FL
33432-8523
4 January 23,
2026
4 years 200,000 0.02%
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-20 –


--- page 400 ---
Note 1 The vesting schedule of the relevant grant are based on the performance targets set for each relevant grantee in
their grant letter.
D. Pre-IPO Share Option Scheme
The Employee Share Option Plan was adopted by the Shareholders on June 27, 2025.
The following is a summary of the principal terms of the Pre-IPO Share Option Scheme.
Objectives
The Pre-IPO Share Option Schemes are to improve the Company’s incentive mechanism,
attract and retain industry talents and to motivate employees to ensure the achievement of the
Company’s development goals.
Administration
The Pre-IPO Share Option Scheme is subject to Shareholders meetings. Our Board is
authorized for the implementation of the Pre-IPO Share Option Schemes.
Eligibility
The eligible participants of the Pre-IPO Share Option Scheme are the Directors, senior
management, core technical personnel and core business personnel of the Company, as well
as other employees who contribute to the future development and operating of the Company
which the Company believes should be incentivized, excluding independent Directors.
Source of Shares
The underlying Shares under the Pre-IPO Share Option Schemes are H Shares to be
issued by the Company upon Listing. The Company will not grant any share option under the
Pre-IPO Share Option Schemes after Listing.
Maximum number of Shares
The maximum number of Shares to be granted under the Pre-IPO Share Option shall not
exceed 1,849,487 (or 18,494,870 Shares taking into account the Share Subdivision) Shares.
V alidity
The Pre-IPO Share Option Scheme shall be valid and effective for the period
commencing on the date of grant to the date of exercise or cancelled, but not exceeding ten
years.
Date of grant
The date of grant shall be determined by the Management Committee after the plan was
approved in the Shareholders’ meeting.
V esting schedules
The vesting schedules of the options granted under the Pre-IPO Share Option Scheme
are as follows: (i) 25% to be vested on the first date following twelve months after the date
of grant, and the grantee has achieve the annual performance assessment; and (ii) the
remaining 75% to be vested in 36 equal installments (i.e. each approximately 2.08%) on the
first date following each of the 36 months after the vesting date, provided that the grantee has
achieved the annual performance assessment. The vesting schedules of the relevant grants are
based on the performance targets set in the grant letter for each of the relevant grantees and
the relevant grants will be vested upon milestone achievements.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-21 –


--- page 401 ---
Lock-up periods and restrictions
The participants under the Pre-IPO Share Option Scheme shall comply with the lock-up
period and restriction requirements under the relevant laws and regulations after the Listing.
Exercise price
The exercise price of the options under the Pre-IPO Share Option Scheme is RMB1 per
Share.
Condition of grant
The grant of share options is subject to all of the following conditions:
(i) The Company has not encountered any of the following circumstances: (a) the
auditors of the Company issued an adverse opinion or a disclaimer of opinion in
its audit report; (b) the Company is prohibited from implementing share incentive
schemes under applicable laws and regulations; and (c) other circumstances under
which regulatory authorities such as the CSRC, the regulators in the listing venue,
or stock exchange prohibit the Company from granting share options.
(ii) The Grantee has not encountered any of the following circumstances: (a) any event
that disqualifies the grantee’s eligibility; (b) the grantee is prohibited from
participating in the Company’s equity incentive plan under applicable laws and
regulations; and (c) other circumstances under which regulatory authorities such as
the CSRC, the regulators in the listing venue, or stock exchange prohibit the
individual from being a grantee under incentive plans.
Condition of exercise
The exercise of share options is subject to the followings: (i) The grantee may exercise
the share options only after the Company completes the Listing and obtains the necessary
regulatory approvals and filings from the relevant authorities; (ii) The granted options may be
exercised proportionally by batches according to the vesting schedule only if the grantee
meets the Company’s annual performance targets and any individual performance targets, as
determined by the Board from time to time; and (iii) After the Listing, the grantee’s exercise
of share options must comply with the Listing Rules. If the exercise of the share option would
result in the Company’s failure to meet the public float requirement under the Listing Rules,
the Company may prohibit the grantee from exercising the options in a manner that would
breach such public float requirement.
Outstanding Share Options Granted under the Pre-IPO Share Option Schemes
As of the Latest Practicable Date, the number of underlying Shares pursuant to the
outstanding share options granted to a total of four grantees at nil consideration under the
Pre-IPO Share Option Scheme amounted to 18,394,870 Shares, representing approximately
1.60% of the issued Shares immediately following the completion of the Global Offering and
the Share Subdivision (assuming the Presumptions).
Assuming full vesting and exercise of all outstanding share options granted under the
Pre-IPO Share Option Scheme, the shareholding of our Shareholders immediately following
completion of the Global Offering and the Share Subdivision (assuming that (1) all options
granted under the Pre-IPO Share Option Scheme are exercised; (2) the Over-allotment Option
is not exercised; and (3) no further Shares are issued under the Employee Incentive Schemes),
will be diluted by approximately 1.57%.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-22 –


--- page 402 ---
Below is a list of the grantees under the Pre-IPO Share Option Scheme. No further
options are expected to be granted under the Pre-IPO Share Option Scheme. The exercise
period of the options granted under the Pre-IPO Share Option Scheme is ten years from the
date of grant unless otherwise provided by the applicable laws.
Name of
Grantee
Position(s) held
within our Group Address
Exercise
price Date of grant
Vesting
period
Number of Shares
(as adjusted by the
Share Subdivision)
underlying the
outstanding
Share Options
Approximate
percentage of
shareholding
interest in
our Company
underlying the
outstanding
Share Options
immediately after
the completion of
the Global Offering
(RMB)
Dr. Alan Fu /H1118/H1118/H1118Chief financial
officer
103 Mau Po Road, Clear
Water Bay, Hong Kong
1 July 15, 2025 Note 1 2,774,230 0.24%
Dr. Chen /H1118/H1118/H1118/H1118Executive Director
and chief research
and development
officer
16 Birch Hill Road,
Belmont MA 02478,
United States
1 July 15, 2025 4 years 12,259,890 1.06%
Dr. Wang /H1118/H1118/H1118/H1118Executive Director
and chief
operating officer
Unit 2402, Building 10,
Linglong Mansion, No.
399, Xixing Street,
Binjiang District,
Hangzhou, PRC
1 July 15, 2025 4 years 2,924,070 0.25%
Leona Zhao /H1118/H1118/H1118Senior director of
business
development
Room 405, Building 21, No.
77 North Third Ring
Middle Road, Haidian
District, Beijing, PRC
1 July 15, 2025 Note 1 436,680 0.04%
Note 1 The vesting schedule of the relevant grant are based on the performance targets set for each relevant grantee in
their grant letter.
OTHER INFORMATION
Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to impose
on our Company or our subsidiary.
Litigation
As of the Latest Practicable Date, no member of our Group was involved in any litigation,
arbitration, administrative proceedings or claims of material importance, and, so far as we are
aware, no litigation, arbitration, administrative proceedings or claims of material importance are
pending or threatened against any member of our Group.
Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Stock Exchange for the
listing of, and permission to deal in, our H Shares. All necessary arrangements have been made to
enable the securities to be admitted into CCASS.
The Joint Sponsors 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$350,000 for
acting as a sponsor for the Listing.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-23 –


--- page 403 ---
Preliminary Expenses
Our Company did not incur any material preliminary expenses.
Qualification of Experts
The qualifications of the experts who have given opinions or advice in this Prospectus are as
follows:
Name Qualification
Jefferies Hong Kong Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A licensed corporation to conduct Type 1 (dealing in
securities), Type 4 (advising on securities) and Type 6
(advising on corporate finance) regulated activities
under the SFO
Deutsche Securities Asia Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118A corporation licensed to conduct Type 1 (Dealing in
Securities), Type 2 (Dealing in Futures Contracts) and
Type 6 (Advising on Corporate Finance in respect of
Hong Kong IPO sponsor activity only) regulated
activities under the SFO
CITIC Securities (Hong Kong) Limited /H1118/H1118/H1118/H1118A corporation licensed to conduct Type 4 (advising on
securities) and Type 6 (advising on corporate finance) of
the regulated activities as defined under the SFO
PricewaterhouseCoopers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants under Professional
Accountants Ordinance (Cap. 50) and Registered Public
Interest Entity Auditor under Accounting and Financial
Reporting Council Ordinance (Cap. 588)
Han Kun Law Offices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal advisor
Frost & Sullivan Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Industry consultant
Jones Lang LaSalle Corporate Appraisal and
Advisory Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Property valuer
Consents of Experts
Each of the experts referred to in “Qualification of Experts” in this Appendix has given and
has not withdrawn its respective written consents to the issue of this Prospectus with the inclusion
of certificates, letters, opinions or reports and the references to its names included herein in the
form and context in which it is respectively included.
None of the experts named above has any shareholding in any member of the Group or the
right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for
securities in any member of the Group.
Compliance Advisor
We have appointed Rainbow Capital (HK) Limited as our Compliance Advisor upon the
Listing in compliance with Rule 3A.19 of the Hong Kong Listing Rules.
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 HK$1.00 for every HK$1,000 (or part thereof) of the consideration or, if
higher, the fair value of the H Shares being sold or transferred.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-24 –


--- page 404 ---
No Material Adverse Change
Our Directors confirm that, as of the date of this Prospectus, there has been no material
adverse change in our financial position or prospects since December 31, 2025 and there has been
no event that materially and adversely affected the data set out in the accountant’s reports in
Appendix I to this Prospectus since December 31, 2025.
Binding Effect
This Prospectus shall have the effect, if any application is made pursuant hereto, of rendering
all persons concerned bound by all 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.
Miscellaneous
Save as disclosed in this Prospectus:
(a) within the two years preceding the date of this Prospectus: (i) we have not issued nor
agreed to issue any share or loan capital fully or partly paid either for cash or for a
consideration other than cash; and (ii) no commissions, discounts, brokerage fee or other
special terms have been granted in connection with the issue or sale of any shares of our
Company;
(b) no share or loan capital of our Company is under option or is agreed conditionally or
unconditionally to be put under option;
(c) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(d) there are no arrangements under which future dividends are waived or agreed to be
waived;
(e) there are no procedures for the exercise of any right of pre-emption or transferability of
subscription rights;
(f) there are no contracts for hire or hire purchase of plant to or by us for a period of over
one year which are substantial in relation to our business;
(g) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months;
(h) there are no restrictions affecting the remittance of profits or repatriation of capital by
us into Hong Kong from outside Hong Kong;
(i) no part of the equity or debt securities of our Company, if any, is currently listed on or
dealt in on any stock exchange or trading system, and no such listing or permission to
list on any stock exchange other than the Hong Kong Stock Exchange is currently being
or agreed to be sought;
(j) our Company has no outstanding convertible debt securities or debentures;
(k) our Company is a joint stock limited company and is subject to the PRC Company Law;
and
(l) our Company has adopted a code of conduct regarding Directors’ securities transactions
on terms as required under the Model Code for Securities Transactions by Directors of
Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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Bilingual Prospectus
The English language and Chinese language versions of this Prospectus are being published
separately, in reliance upon the exemption provided by section 4 of the Companies Ordinance
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter
32L of the Laws of Hong Kong).
Promoters
The promoters of our Company are all of the 32 then shareholders of our Company as at May
29, 2025 before our conversion into a joint stock limited liability company. Save as disclosed in this
Prospectus, within the two years immediately preceding the date of this Prospectus, no cash,
securities or benefit has been paid, allotted or given, or is proposed to be paid, allotted or given to
the promoters named above in connection with the Global Offering or the related transactions
described in this Prospectus.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this Prospectus delivered to the Registrar of Companies
in Hong Kong for registration were:
(a) the written consents referred to in “Appendix V — Statutory and General Information —
Other Information — Consents of Experts”; and
(b) a copy of each of the material contracts referred to in “Appendix V — Statutory and
General Information — Further Information about our Business — Summary of Material
Contracts.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.metistechbio.com during a period of 14
days from the date of this Prospectus:
1. the Articles of Association;
2. the Accountant’s Report from PricewaterhouseCoopers, the text of which is set forth in
Appendix I to this Prospectus;
3. the audited consolidated financial statements of our Group for the years ended December
31, 2023, 2024 and 2025;
4. the report from PricewaterhouseCoopers on the unaudited pro forma financial
information of our Group, the text of which is set forth in Appendix II to this Prospectus;
5. the letter and summary disclosure of property valuation relating to the property interests
of our Group prepared by Jones Lang LaSalle Corporate Appraisal and Advisory
Limited, the texts of which are set out in Appendix III to this Prospectus;
6. the material contracts in “Appendix V — Statutory and General Information — Further
Information about our Business — Summary of Material Contracts”;
7. the written consents referred to in “Appendix V —Statutory and General Information —
Other Information — Consents of Experts”;
8. the service contracts referred to in “Appendix V — Statutory and General Information
— Further Information about our Directors, Senior Management and Substantial
Shareholders — 3. Service Contracts”;
9. the legal opinions issued by Han Kun Law Offices, our PRC Legal Advisor, in respect
of, among other things, the general matters and property interests of our Group under the
PRC law;
10. the industry report issued by Frost & Sullivan Limited; and
11. a copy of the following PRC laws, together with unofficial English translations: a. the
PRC Company Law; b. the PRC Securities Law; and c. the Overseas Listing Trial
Measures.
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
IN HONG KONG AND A V AILABLE ON DISPLAY
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劑泰科技 ( 北京 ) 股份有限公司
Metis TechBio Co., Ltd.