PegBio

派格生物醫藥（杭州）股份有限公司

PegBio Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

Stock Code : 2565

GLOBAL OFFERING

Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager

CICC中金公司

Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

民銀资本

CHINO CAPITAL HOLDINGS LIMITED

農銀國際

ABC INTERNATIONAL

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

中銀國際 BOCI

建銀国际

FILM ENERGY WIND

Joint Bookrunners and Joint Lead Managers

利弁莫尔证券

LLOYDINGOOD MULTIMETRIC LIMITED

ZTSC中泰國際

河北省中泰市

洋銀國際

SPECIAL INTERNATIONAL

EEDIDD FINANCIAL

中國銀河國際

CHINO SOLIDIT INTERNATIONAL

國営語粹(酒泊)有限公司

SINGJUAN SECURITIES (HK) CO. LTD.

光大證券.國際

SINGJUAN SECURITIES (HK) CO. LTD.

國際語粹(酒泊)

SINGJUAN SECURITIES (HK) CO. LTD.

IMPORTANT

IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice.

PegBio Co., Ltd.

派格生物醫藥(杭州)股份有限公司

(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: 19,283,500 H Shares
Number of Hong Kong Offer Shares: 1,928,500 H Shares (subject to reallocation)
Number of International Offer Shares: 17,355,000 H Shares (subject to reallocation)
Offer Price: HK$15.60 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars and subject to refund)
Nominal value: RMB1.00 per H Share
Stock code: 2565

Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager

CICC 中金公司

Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

民储资本

CHINE CLIPPING, HOLDINGS LIMITED

慶銀國際

ABC INTERNATIONAL

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

中銀國際 BOCI

建銀國際

CCB International

Joint Bookrunners and Joint Lead Managers

利弁莫尔证券

EXCHANGE INCORPORATED, INCORPORATED

ZTSC 中泰國際

浦銀國際

CCB International

國定語界(西港)有限公司
SINOLINK SECURITIES (HK) CO. LTD.

光大證券(國際)
INTERNATIONAL SECURITIES (HK) CO. LTD.

尚滌註有(西港)
OF SECURITIES INDONESIA

中國銀河國際
CHINA GALAXY INTERNATIONAL

光銀國際
CCB INTERNATIONAL

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Prospectus.

A copy of this Prospectus, having attached thereto the documents specified in the section headed "Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display" in Appendix V to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Companies 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$15.60 per H share, unless otherwise announced. Applicants for Hong Kong Offer Share are required to pay, on application, (subject to application channel) the Offer Price of HK$15.60 for each Hong Kong Offer Share together with the brokerage of 1.0%, the SFC transaction levy of 0.0027%, the AFRC transaction levy of 0.00015% and the Hong Kong Stock Exchange trading fee of 0.00565%.

The Sponsor-OC, on behalf of the Underwriters, may, where considered appropriate and with the Company's consent, reduce the number of Hong Kong Offer Shares and/or the Offer Price that is stated in this Prospectus (which is HK$15.60) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the website of the Company at http://www.pegbio.com and on the website of the Stock Exchange at www.hkexnews.hk at 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. Further details are set forth in the sections headed "Structure of the Global 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 Sponsor-OC (for itself and on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Losing Date. Please refer to the section headed "Underwriting" in this Prospectus.

Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, including the risk factors set out in the section headed "Risk Factors".

The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S.

ATTENTION

We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this document to the public in relation to the Hong Kong Public Offering.

This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at http://www.pegbio.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above.

May 19, 2025

IMPORTANT

IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS

We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the public in relation to the Hong Kong Public Offering.

This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at http://www.pegbio.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above.

To apply for the Hong Kong Offer Shares, you may:

(1) apply online through the White Form eIPO service at www.eipo.com.hk; or
(2) apply through the HKSCC EIPO channel to electronically cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions through HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf.

We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this prospectus are identical to the printed document as registered with the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this prospectus is available online at the website addresses above.

Please refer to the section headed “How to Apply for Hong Kong Offer Shares” for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.

IMPORTANT

Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 500 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below.

If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.

If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.

No. of Hong Kong Offer Shares applied for	Amount payable(2) on application	No. of Hong Kong Offer Shares applied for	Amount payable(2) on application	No. of Hong Kong Offer Shares applied for	Amount payable(2) on application	No. of Hong Kong Offer Shares applied for	Amount payable(2) on application
	HK$		HK$		HK$		HK$
500	7,878.66	7,000	110,301.28	50,000	787,866.30	400,000	6,302,930.40
1,000	15,757.32	8,000	126,058.61	60,000	945,439.55	450,000	7,090,796.70
1,500	23,635.99	9,000	141,815.93	70,000	1,103,012.82	500,000	7,878,663.00
2,000	31,514.65	10,000	157,573.25	80,000	1,260,586.08	550,000	8,666,529.30
2,500	39,393.31	15,000	236,359.89	90,000	1,418,159.35	600,000	9,454,395.60
3,000	47,271.97	20,000	315,146.52	100,000	1,575,732.60	650,000	10,242,261.90
3,500	55,150.63	25,000	393,933.16	150,000	2,363,598.90	700,000	11,030,128.20
4,000	63,029.30	30,000	472,719.78	200,000	3,151,465.20	750,000	11,817,994.50
4,500	70,907.98	35,000	551,506.41	250,000	3,939,331.50	800,000	12,605,860.80
5,000	78,786.64	40,000	630,293.05	300,000	4,727,197.80	850,000	13,393,727.10
6,000	94,543.96	45,000	709,079.66	350,000	5,515,064.10	964,000(1)	15,190,062.27

(1) Maximum number of Hong Kong Offer Shares you may apply for.

(2) The amount payable is inclusive of brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of SFC transaction levy and in the case of 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.

EXPECTED TIMETABLE(1)

If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on the Company's website at http://www.pegbio.com and the website of the Stock Exchange at www.hkexnews.hk.

Hong Kong Public Offering commences 9:00 a.m. on
Monday, May 19, 2025

Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) 11:30 a.m. on
Thursday, May 22, 2025

Application lists open(3) 11:45 a.m. on
Thursday, May 22, 2025

Latest time to (a) complete payment of White Form eIPO applications by effecting Internet banking transfers(s) or PPS payment transfer(s) and (b) give electronic application instructions to HKSCC(4) 12:00 noon on
Thursday, May 22, 2025

If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC EIPO channel to apply for the Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.

Application lists close(3) 12:00 noon on
Thursday, May 22, 2025

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 the Company's website at http://www.pegbio.com(6) on or before Monday, May 26, 2025

EXPECTED TIMETABLE(1)

Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (as described in the section headed “How to Apply for Hong Kong Offer Shares — B. Publication of Results” in this Prospectus), including:

in the announcement to be posted on our website and the website of the Stock Exchange at http://www.pegbio.com(6) and www.hkexnews.hk, respectively ... no later than 11:00 p.m. on Monday, May 26, 2025
results of allocation for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English www.eipo.com.hk/eIPOAllotment) with a “search by ID” function from ... 11:00 p.m. on Monday, May 26, 2025 to 12:00 midnight on Sunday, June 1, 2025
from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. from ... Tuesday, May 27, 2025 to Friday, May 30, 2025

H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before(5)(8) ... Monday, May 26, 2025

White Form e-Refund payment instructions/refund checks in respect of wholly or partially unsuccessful applications to be dispatched/collected on or before(7)(8) ... Tuesday, May 27, 2025

Dealings in H Shares on the Stock Exchange expected to commence at ... 9:00 a.m. on Tuesday, May 27, 2025

EXPECTED TIMETABLE(1)

Notes:

(1) All times and dates refer to Hong Kong local times and dates.

(2) You 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 the 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, Extreme Conditions and/or a "black" rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Thursday, May 22, 2025, the application lists will not open on that day. For further details, please see "How to Apply for Hong Kong Offer Shares — E. Bad Weather Arrangements" of this Prospectus.

(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to apply on your behalf via HKSCC EIPO channel should refer to "How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels" of this Prospectus.

(5) The H Share certificates are expected to be issued on Monday, May 26, 2025 but will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m. on Tuesday, May 27, 2025. Investors who trade H Shares on the basis of publicly available allocation details before the receipt of the H Share certificates and before they become valid do so entirely of their own risk.

(6) None of the website or any of the information contained on the websites forms part of this Prospectus.

(7) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of wholly or partially successful applicants if the Offer Price is less than the price payable per Offer Share on application. Part of the applicant's identification document number, or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party for refund purposes. Banks may require verification of an applicant's identification document number before encashment of the refund check. Inaccurate completion of an applicant's identification document number may invalidate or delay encashment of the refund check.

(8) 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.

Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to "How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies" for details.

Applicants who have applied through the White Form eIPO service and paid their applications monies through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO service and paid their application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified in their application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own risk.

Any uncollected H Share certificates and/or refund cheques will be dispatched by ordinary post, at the applicants' risk, to the addresses specified in the relevant applications.

Further information is set out in "How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies".

EXPECTED TIMETABLE(1)

The above expected timetable is a summary only. You should read carefully the sections headed "Underwriting", "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" of this Prospectus for details relating to the structure of the Global Offering, procedures on the applications for Hong Kong Offer Shares and the expected timetable, including conditions, effect of bad weather and the dispatch of refund cheques and Share certificates.

If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such case, the Company will make an announcement as soon as practicable thereafter.

vii -

CONTENTS

IMPORTANT NOTICE TO INVESTORS

This Prospectus is issued by us solely in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose of making, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this Prospectus in any jurisdiction other than Hong Kong. The distribution of this Prospectus for purposes of a public offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.

You should rely only on the information contained in this Prospectus to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this Prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this Prospectus. Any information or representation not contained nor made in this Prospectus must not be relied on by you as having been authorized by us, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers, 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. iv

CONTENTS viii

SUMMARY 1

DEFINITIONS 28

GLOSSARY OF TECHNICAL TERMS 40

FORWARD-LOOKING STATEMENTS 49

RISK FACTORS 51

WAIVERS AND EXEMPTION 111

viii -

CONTENTS

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING 118

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING 124

CORPORATE INFORMATION 135

INDUSTRY OVERVIEW 137

REGULATORY OVERVIEW 185

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE 228

BUSINESS 269

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 395

SUBSTANTIAL SHAREHOLDERS 418

CORNERSTONE INVESTOR 422

SHARE CAPITAL 426

FINANCIAL INFORMATION 429

FUTURE PLANS AND USE OF PROCEEDS 460

UNDERWRITING 465

STRUCTURE OF THE GLOBAL OFFERING 476

HOW TO APPLY FOR HONG KONG OFFER SHARES 485

APPENDIX I ACCOUNTANTS' REPORT I-1

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION II-1

APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION III-1

APPENDIX IV STATUTORY AND GENERAL INFORMATION IV-1

APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY V-1

ix -

SUMMARY

This summary aims to give you an overview of the information contained in this Prospectus. As this is a summary, it does not contain all the information that may be important to you. You should read the entire prospectus before you decide to invest in the Offer Shares. In particular, we are a biotechnology company seeking to list on the Main Board of the Stock Exchange under Chapter 18A of the Listing Rules on the basis that we are unable to meet the requirements under Rule 8.05 (1), (2) or (3) of the Listing Rules. There are unique challenges, risks and uncertainties associated with investing in companies such as ours. Our Core Product is the product for the purpose of satisfying the eligibility requirements under Chapter 18A of the Listing Rules and Chapter 2.3 of the Guide for New Listing Applicants. We may continue to incur substantial costs and expenses in relation to research and development of our Core Product, and our Core Product may not be successfully marketed. In addition, we have incurred significant operating losses since our inception, and we expect to remain loss making in the near term. We had negative net cash flow from operating activities during the Track Record Period. We did not declare or pay any dividends during the Track Record Period and do not intend to pay any dividends in the near future. Your investment decision should be made in light of these considerations.

OVERVIEW

Founded in 2008, we are a biotechnology company focused on the in-house discovery and development of innovative therapies, primarily peptide and small molecule drugs, for chronic diseases with a particular emphasis on metabolic disorders. We have self-developed one Core Product and other five product candidates to capture the market potential in prevalent chronic and metabolic diseases, including type 2 diabetes mellitus (“T2DM”, also known as type 2 diabetes), obesity, non-alcoholic steatohepatitis (“NASH”), opioid-induced constipation (“OIC”, a gastrointestinal disorder induced by the usage of opioid drugs) and congenital hyperinsulinemia (a rare endocrine disease whose patients experience constant hypoglycemia). Our Core Product, PB-119, is a self-developed, near-commercialized, long-acting glucagon-like peptide 1 (“GLP-1”, a peptide hormone that decreases blood sugar levels) receptor agonist. GLP-1 receptor agonist is an agent that activates the GLP-1 receptor to simulate the receptor activation functions of GLP-1, which primarily include insulin secretion promotion, glucagon secretion inhibition, suppressing gastric motility and appetite, glucose uptake and fat degradation. PB-119 is primarily designed for the first-line treatment of T2DM and obesity. It has demonstrated multiple benefits in glycemic control, cardiovascular health, and a good efficacy profile in weight management across several clinical trials. According to CIC, long-acting GLP-1 receptor agonists referred to products that require an once-weekly dosing schedule such as that of PB-119, as compared to the frequent once- or multiple-daily dosing schedule required by short-acting GLP-1 receptor agonists. The new drug application (“NDA”) for PB-119 in China for T2DM was accepted by the NMPA in September 2023, marking a key milestone for its upcoming commercialization.

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND/OR MARKET OUR CORE PRODUCT.

We are developing our Core Product and other product candidates in highly competitive markets with intense competition from multi-national and domestic pharmaceutical companies with multiple approved drugs and similar drug candidates at similar or more advanced clinical stages. For more details, see “Risk Factors — We may face intense competition and rapid technological change and the possibility that our competitors may develop therapies that are similar, more advanced, or more effective than ours, which may adversely affect our financial condition and our ability to successfully commercialize our drug candidates.”

The following chart summarizes the development status of our drug candidates as of the Latest Practicable Date. We strategically prioritize our resources for the clinical development and/or commercialization of certain pipeline candidates, including our Core Product PB-119 and key product PB-718.

Drug candidates	MoS/Target	Development origin	Indications	Preclinical	Phase I	Phase II	Phase III
PB-119/★	Long-acting GLP-1 receptor agonist	In-house	T2DM (Monotherapy) first-line	China (NMPA)	China	Submitted and accepted in September 20231	Expected to be approved for marketing in China as early as 1H 2025
T2DM (+Metformin) first-line	China (NMPA)	China
U.S. (FDA)	U.S.		Phase I and II clinical trials completed in July 2016 and July 2019, respectively, in the United States. Phase III clinical trial plan is to be finalized2
U.S. (FDA)	China		Phase Ib/IIa clinical trial is being initiated in China, participant enrollment completed in June 2024
Overweight or obesity first-line	China (NMPA)	China		IND approved by the NMPA in August 2021 and Phase III clinical trial to be initiated in 2026 in China2
T2DM (Cardiovascular benefits)	China (NMPA)		To prepare IND and commence a Phase III clinical trial in China in 2026
T2DM (+ Basal insulin) first-line	China (NMPA)
T2DM (+SGLT-2 inhibitor) first-line	China (NMPA)		To prepare IND and commence a Phase III clinical trial in China in 2026
PB-718/★	Long-acting GLP-1/GCG dual receptor agonist	In-house	Overweight or obesity	China (NMPA)	China	Completed participant follow-up for a Phase Ib/IIa clinical trial in China and Phase IIb clinical trial is expected to commence in China following a communication with the NMPA to be conducted in 2025
NASH	U.S. (FDA/EU (EMA)	U.S., EU		Phase III MRCT trial is expected to commence following a communication with the FDA and the EMA to be conducted in 2026
NASH	China (NMPA/IL & (FDA)	China, U.S.		Phase I clinical trial completed in May 2022 in the United States, and IND for a Phase II clinical trial in China is expected to be submitted in 2H 2025
PB-19027	Opioid receptor antagonist	In-house	OIC	China (NMPA)	China		Phase I clinical trials completed in January 2022 in China, and Phase II clinical trial is expected to commence in China in 2025
PB-7229	GCG receptor agonist	In-house	Congenital hyperinsulinemia	China (NMPA)	China		IND approved by the NMPA in May 2023 and Phase I clinical trial to be initiated in China in 2026
PB-2301	GLP-1/GIP dual receptor agonist	In-house	T2DM/Overweight or obesity/NASH		China		IND submission in China expected in 2026
PB-2309	GLP-1/GIP/GCG triple receptor agonist	In-house	T2DM/Overweight or obesity/NASH		China		IND submission in China expected in 2025

$\star$ Core Product
Key Product
Metabolic diseases $\text{念}$ Digestive disease

SUMMARY

Abbreviations: MoA = mechanism of action; GCG = glucagon (a peptide hormone that raises blood sugar levels); GIP = glucose-dependent insulinotropic polypeptide (a hormone that affects energy intake and energy expenditure); OIC = opioid-induced constipation; IND = investigational new drug; U.S. = the United States

Notes:

Both T2DM (monotherapy) and T2DM (+metformin) are expected to be the lead indications of PB-119. The other indications are expansions of indications. PB-119 is primarily designed for the first-line treatment of T2DM and obesity. In recent years, GLP-1 receptor agonists have been increasingly recommended for the treatment of T2DM and obesity as a result of their favored treatment outcomes demonstrated in various clinical studies and real-world applications. For additional information, see “Industry Overview — Overview of T2DM drug market — Current treatment regimen and medical needs” and “Industry Overview — Overview of obesity drug market — Current treatment regimen and medical needs.”
We also completed two clinical trials in the United States, namely a Phase I clinical trial to evaluate the safety, tolerability, PK and PD of PB-119 in T2DM patients, as well as a Phase II clinical trial to evaluate efficacy and safety of PB-119 in T2DM patients not well-controlled by metformin monotherapy. We intend to finalize the clinical development plan in the United States and conduct Phase III clinical trials of PB-119 for the treatment of T2DM. For additional information, see “Business — Core Product — Core Product PB-119, a near-commercialized, long-acting GLP-1 receptor agonist.”
Based on the existing good clinical efficacy and safety data of PB-119 from our completed clinical trials, we plan to further test its multiple beneficial effects in potentially reducing the risk of cardiovascular events through a Phase III cardiovascular outcome clinical trial (PB119-305). We filed IND application with the NMPA for PB119-305 in June 2021 as we did not need to conduct such Phase I or II clinical trials since the clinical trial methods including the patient population and the dosage of PB-119 would be same as our completed Phase III clinical trials. In August 2021, we received the IND approval from the NMPA for this clinical trial.
We irrevocably granted to TSL HK the right of first refusal of exclusive commercialization rights of PB-718 in Mainland China.
The Phase I clinical trial of PB-1902 was registered by Shanghai Hanmai, a subsidiary of us.
PB-722 has been granted the Orphan Drug Designation by the FDA.
We submitted one NDA of PB-119 for the treatment of T2DM (containing relevant clinical trial results of PB-119 as a monotherapy or in combination with metformin) in July 2023 which was accepted by the NMPA in September 2023.

Our Business Model

Our core business model is to discover and develop in-house innovative therapies for chronic diseases to address medical needs. All drug candidates listed in the above chart are developed by us. To complement our internal efforts, we may seek collaborative opportunities on the clinical development and commercialization of our drug candidates to better capture market opportunities through out-licensing, co-commercialization or other strategic collaborations.

SUMMARY

CORE PRODUCT

Overview

Our Core Product, PB-119, is a self-developed, near-commercialized, long-acting GLP-1 receptor agonist primarily designed for the first-line treatment of T2DM and obesity. In the last decade, GLP-1 receptor agonists have been recommended as the first-line treatment for T2DM, with clear evidenced benefits of improved glucose control, weight loss, and cardiovascular protection. We have conducted a series of clinical trials to assess the safety and efficacy of PB-119. These trials have revealed its broad-ranging benefits, good safety profile, rapid and sustained effectiveness, and potentially a high level of patient compliance. With our PEGylation technology, we extended the half-life (the time required for the concentration of a compound to fall to 50% of its peak value) of PB-119 to enable a weekly dosing regimen. PB-119 also does not require titration given its good tolerability and effectiveness at relatively low dosage levels, resulting in enhanced administration convenience and improved patient compliance. We successfully completed two Phase III registrational clinical trials in China for PB-119 by early 2023. The clinical results regarding both monotherapy and combination therapy for T2DM have underpinned our NDA for PB-119 in China, which was accepted by the NMPA in September 2023, making it one of the earliest clinical-stage long-acting GLP-1 receptor agonists in China, according to CIC. We expect to receive the NDA approval and commercially launch PB-119 for the treatment of T2DM in China in 2025. We plan to initiate two more Phase III clinical trials in China for combination therapies of PB-119 with either basal insulin or with SGLT-2 inhibitor to evaluate the efficacy and safety of PB-119 in T2DM patients, and we were preparing IND applications for these two Phase III clinical trials as of the Latest Practicable Date and we plan to submit the IND applications to the NMPA in the second half of 2025. We also plan to initiate one Phase III clinical trial in China for PB-119 to evaluate cardiovascular outcomes in T2DM patients in 2026. We also completed a Phase II clinical trial of PB-119 for the treatment of T2DM in the United States in July 2019, and we intend to finalize the clinical development plan in the United States and conduct Phase III clinical trials of PB-119 for the treatment of T2DM in collaboration with a reputable local partner, paving the way for expanding the territory of PB-119 beyond China.

In light of the remarkable weight-loss efficacy of PB-119 observed in its Phase III clinical trials for T2DM, we also plan to assess the efficacy of PB-119 in the treatment of obesity. In June 2021, the NMPA approved our IND application of PB-119 for the treatment of obesity in China. We finalized the clinical trial protocol in February 2024 and received the approval from the NMPA to commence the clinical trial in April 2024. We are initiating a Phase Ib/IIa clinical trial to evaluate the safety, tolerability and PK profiles of PB-119 in Chinese obese participants, and we completed participant enrollment in June 2024. Subject to the Phase Ib/IIa clinical trial results, we intend to further advance the clinical development of PB-119 for the treatment of obesity in China by conducting potential Phase II and/or Phase III clinical trials in accordance with the plan that we will formulate. Our clinical development of PB-119 for obesity is still at early stage and it may fail to meet the primary and secondary endpoints at the late-stage clinical trials. Additionally, after the launch of PB-119 upon regulatory approval of its lead indication T2DM, it may be used for purposes beyond its labelled use, such as for the

SUMMARY

treatment of obesity before this indication receives regulatory approval. For details, see “Risk Factors — Risks relating to development, clinical trials and regulatory approval of our drug candidates — Negative results from off-label drug use of our drug products could negatively impact our business, financial condition, results of operations and prospects and expose us to liability.” and “Risk Factors — Risks relating to development, clinical trials and regulatory approval of our drug candidates — Results of earlier clinical trials may not be predictive of results of later-stage clinical trials.” In addition to T2DM and obesity, we expect to explore therapeutic potentials for combination therapies and further indication expansions for PB-119. We plan to commercialize PB-119 in China and beyond.

Addressable Markets and Competitive Landscape of the Core Product

T2DM is a disease characterized with elevated blood glucose levels. Insulin is a hormone produced by pancreas and regulates the metabolism of glucose from food intake. Obesity is defined as abnormal or excessive fat accumulation that presents comprehensive health concerns, such as cardiovascular diseases (“CVDs”), T2DM, musculoskeletal disorders, and carcinogenesis. A body mass index (“BMI”) over $24\,\mathrm{kg}/\mathrm{m}^2$ is considered overweight, and over $28\,\mathrm{kg}/\mathrm{m}^2$ is considered obese in China.

We face fierce competition from existing products and product candidates under development in the T2DM and obesity market. Such fierce competition may limit the anticipated market size for PB-119 and therefore negatively affect our anticipated growth. In addition to alternative treatment methods and prevention methods, such as adopting a healthier lifestyle that facilitates weight management, there are various marketed drugs with new modalities available to patients with T2DM or obesity. In China and the United States, GLP-1-based therapeutic options for T2DM and/or obesity mainly include exenatide, liraglutide, exenatide ER, albiglutide, dulaglutide, lixisenatide, semaglutide, tirzepatide, insulin degludec/liraglutide and insulin glargine/lixisenatide. In addition, the market competition may be fierce with the potential development of generic medications once the relevant patents of brand name drugs have expired. While we believe PB-119 is adequately protected by our intellectual property rights, the patent expiration of certain other GLP-1 receptor agonists may lead to the entry of generic drug products, subject to market conditions, regulatory trends and the strategic focus of market players. In addition to GLP-1-based therapeutics, prevalent treatment options for T2DM in China and the United States mainly include metformin, SGLT-2i, DPP-4i, GKA, among others, and prevalent treatment options for obesity in China and the United States mainly include orlistat, phentermine and naltrexone. In China, traditional Chinese medicines are also used for the treatment of T2DM and/or obesity, among which Mulberry Twig Alkaloids Tablet was approved by the NMPA for the treatment of T2DM. In addition to approved treatment options for T2DM and obesity, there are a large number of competing drug candidates currently under different clinical stages. For additional information, see “Industry Overview.”

SUMMARY

We intend to develop PB-119 as an affordable, quality domestic alternative option for patients in need in China. In light of the multiple benefits demonstrated in the clinical trials of PB-119, we anticipate it to be a competitive product in the marketplace. Once PB-119 is approved for additional indications, such as obesity, we expect it to capture market share in those corresponding markets as well. However, as the market evolves rapidly and our prediction is forward-looking in nature and based on assumptions that may turn out to be inaccurate, the aforementioned projected market share of PB-119 in China may not be accurate and should not be unduly relied upon. See “Risk Factors — Risk relating to the manufacturing and commercialization of our drug candidates — The market size of our drug candidates might be smaller than we expected.” In addition, while we believe in the potential of PB-119 for the treatment of T2DM, obesity, overweight and even NASH, for instance, it has potential to be included in the standard treatment recommendations for these disease which help to change the treatment paradigms, according to CIC, however, it is premature at this stage to accurately predict the knock-on impact of PB-119 in the relevant markets. We may also consider conducting head-to-head clinical studies of PB-119 in the future against then-major competing products on the market to demonstrate the comparative advantages of PB-119. For additional information, see “Business — Core Product” and “Future Plans and Use of Proceeds.”

The following table summarizes the addressable patients and number of competing pipelines for our Core Product.

Core Product	Target Indication	Addressable Patients (million)				Number of Competitors^{1}
		China		Global		China	United States^{2}
		2023	2032E	2023	2032E
PB-119	T2DM	125.4	141.8	533.8	609.6	13^{3}	Over 15^{4}
PB-119	Obesity	268.3	330.3	972.5	1,261.0	Over 15	Over 10

Notes:
1. “Competitors” refer only to pipelines with the same target for the same indication registered at CDE or ClinicalTrials.gov as our Core Product.
2. With active clinical trials in the United States.
3. Number of pipelines with NDA submitted to the NMPA and pipelines in Phase III clinical-stage in China.
4. Number of pipelines undergoing Phase II or Phase III clinical trials in the United States.

For details of the market opportunity and the competitive landscape, see “Industry Overview” in this Prospectus.

SUMMARY

CLINICAL STAGE CANDIDATES

Our key product PB-718 is a dual receptor agonist that activates both the GLP-1 receptor and the glucagon (“GCG”) receptor and embodies the industry evolution from single-target agonists. GLP-1 and glucagon exhibit functions, such as promoting weight loss, through distinct mechanisms of action, and the dual activation of their respective receptors is associated with several beneficial effects, such as suppressed appetite and significant weight loss. These outcomes create a synergistic effect that is superior to the impact of either receptor agonist acting in isolation. The innovative design of PB-718 positions it as an important candidate in our pipeline for the treatment of obesity and NASH. Indeed, clinical studies of PB-718 have demonstrated its encouraging efficacy in weight loss and liver fat content reduction based on preliminary results.

We have completed a Phase I clinical trial of PB-718 on healthy participants in the United States in May 2022 which showed good safety and PK profiles of PB-718. We initiated a Phase Ib/IIa clinical trial in July 2023 to evaluate PB-718 for the treatment of obesity in China, and we completed the participant follow-up of the trial in April 2024. We plan to communicate with the NMPA in 2025 regarding our Phase IIb clinical trial plan to seek their further suggestions, if any, before commencing such Phase IIb clinical trial of PB-718 for the treatment of obesity in China. We also plan to communicate with the FDA and the EMA in as early as in 2026 regarding the plans for conducting a Phase III MRCT of PB-718 for the treatment of obesity.

We also plan to submit an IND application to the NMPA in the second half of 2025 to conduct a Phase II clinical trial of PB-718 for the treatment of NASH in China. We intend to evaluate the results of such Phase II clinical trial and formulate our plan for potentially conducting Phase II and Phase III clinical trials of PB-718 for the treatment of NASH in the United States. In the future we may also consider conducting head-to-head clinical studies of PB-718 against then-major competing products on the market to demonstrate its comparative advantages. For additional information, see “Business — Clinical-stage Products — PB-718, a long-acting GLP-1/GCG dual receptor agonist.”

PB-1902 is the first and one of the only two domestically developed clinical-stage oral $\mu$-opioid receptor antagonist drug candidates for the treatment of opioid-induced constipation (“OIC”) under clinical trials in China as of February 28, 2025, according to CIC. It relieves the opioid-induced bowel dysfunction without compromising the analgesic effect, making it an ideal option for the treatment of OIC. We have completed two Phase I clinical studies in October 2021 and January 2022, respectively, which showed good safety, tolerability, pharmacokinetics (“PK”) and pharmacodynamics (“PD”) profiles of PB-1902 in healthy participants in China. In October 2022, the NMPA responded in writing with no objection for us to conduct a Phase II clinical trial of PB-1902 for the treatment of OIC in China. We plan to commence the Phase II clinical trial in China in 2025. We expect to complete this Phase II clinical trial in 2027 and commence a Phase III clinical trial after obtaining results for Phase II trial.

SUMMARY

PB-722 is a GCG receptor agonist being developed for the treatment of congenital hyperinsulinemia and has been granted the Orphan Drug Designation by the FDA in May 2021. PB-722 has demonstrated its safety in several animal models and its efficacy in raising and maintaining blood glucose levels in a hypoglycemic animal model. In May 2023, the NMPA approved our IND application to conduct clinical trial of PB-722 for the treatment of congenital hyperinsulinemia in China, rendering PB-722 the first drug candidate with IND approval for the treatment of congenital hyperinsulinemia in China. We plan to initiate a randomized, double-blind, placebo-controlled, dose-escalating Phase I clinical trial to test the safety, tolerability, PK and PD profiles of PB-722 single dose subcutaneous injection in 2026. We expect to initiate a Phase II clinical trial in 2027.

SELECTED PRECLINICAL STAGE CANDIDATES

PB-2301 is a GLP-1/glucose-dependent insulinotropic polypeptide (“GIP”) dual receptor agonist for the treatment of T2DM, NASH and obesity. We are conducting multiple preclinical studies to test the safety and efficacy profiles of PB-2301. We believe PB-2301 has the potential to further enhance the performance of current GLP-1 receptor agonist candidates. We plan to advance PB-2301 to clinical development for the treatment of T2DM, NASH and obesity and submit the IND applications to the NMPA in 2026.
PB-2309 is a GLP-1/GIP/GCG triple receptor agonist for the treatment of T2DM, NASH and obesity. We are conducting multiple preclinical studies to test the safety and efficacy profiles of PB-2309. We believe PB-2309 has the potential to further enhance the performance of current GLP-1 receptor agonist candidates. We plan to advance PB-2309 to clinical development for the treatment of T2DM, NASH and obesity and submit the IND applications to the NMPA in 2025.

STRENGTHS

We believe the following strengths differentiate us from our competitors:

A leading player in the chronic and metabolic disease market with a competitive and balanced drug portfolio
Advanced R&D and translational medicine capabilities, underpinned by our deep insight and understanding of the chronic and metabolic disease industry, to safeguard our future growth
Core Product PB-119, a differentiated long-acting GLP-1 receptor agonist with multiple clinical benefits
PB-718, a long-acting GLP-1/GCG dual receptor agonist, with potential to treat obesity and NASH
Commercial prospect evidenced by our commercialization plan and arrangement
Seasoned senior management team and shareholder support

SUMMARY

STRATEGIES

We plan to pursue the following significant opportunities and execute our key strategies accordingly. We also strategically prioritize our resources for the clinical development and/or commercialization of certain pipeline candidates.

Fast-tracking the commercialization and indication expansion of PB-119
Promote the development and clinical trial progress of our product candidates
Enhance brand awareness and industry impact
Continue to grow our Company into a reputable enterprise

RESEARCH AND DEVELOPMENT

We have established an R&D team with strong expertise, deep understanding and broad development experience in chronic and metabolic diseases. As of the Latest Practicable Date, we had 18 R&D team members conducting drug discovery, clinical development and regulatory affairs. Our drug discovery team consisted of 10 members, many of whom with over a decade of relevant work experience. We have worked on our product candidates' advancement for more than 13 years and developed our product candidates in-house. The majority of our drug discovery team members have obtained post-graduate degrees, with respective expertise in biology, medicinal chemistry, drug metabolism and pharmacokinetics, chemistry and early clinical areas, which together support our product development. Our proprietary in-house drug discovery capabilities comprise (i) identifying medical needs and integrating real-world data, network pharmacology, known and established molecules with desired therapeutic benefits to design novel, multifunctional drug candidates; (ii) performing in vitro and in vivo assays of drug candidates including but not limited to pharmacological activities, pharmacokinetics and toxicities; and (iii) developing formulations, and analytical assays for quality control and assurance. During the drug discovery stage, our R&D chemistry team carries out synthesis and optimization of the target molecules for potential drug candidates. During the drug evaluation stage, our drug discovery team coordinates and accomplishes preclinical R&D activities in relation to the product candidates' pharmacology, pharmacokinetics and toxicology.

As of the Latest Practicable Date, our clinical development team consisted of six members, including scientists and physicians with strong drug development experience, who participate in clinical development strategy development, clinical trial protocol design, clinical trial operation organization, drug safety monitoring, and clinical trial quality control. Many of our clinical development team members had over a decade of relevant work experience. Among our clinical development team members, 33.3% have obtained post-graduate degrees. Our clinical development team is generally responsible for the development of our Core Product and other pipeline products.

SUMMARY

We have developed our pipeline leveraging our proprietary Highly Effective Target Screening & Molecule Modifier Platform (HECTOR®), a core technology platform supporting our research and development. HECTOR® encompasses a metabolic disease data collection, a drug molecular design platform, and a compound screening platform. Through the metabolic disease data collection, we integrate vast publicly available information and our research team's in-depth understanding of target mechanisms, as well as their rich practical know-how in the rational design of drug molecules with ideal properties. The drug molecular design platform features our polyethylene glycol ("PEG") technology that enables innovation and brings multiple benefits, including prolonged half-lives of compounds, enhanced long-acting efficacy, improved compound stability, reduced immunogenicity and lowered research costs. It underpins our pursuit of precise structural design and modification of drug molecules to enhance key physicochemical properties and achieve significant differentiation as compared to existing therapeutic options. The PEGylation technology enables reduced renal clearance and enhanced water solubility of the PEGylated molecules, thereby extending their half-lives. In addition, the steady release of PEGylated molecules enables less titration frequency and minimizes fluctuations of drug levels. There are other technologies to achieve similar effects, for instance, lipidation also extends the half-lives of molecules by enhancing their stability. Additionally, we leverage the efficient compound screening platform to adeptly identify promising lead compounds based on a range of critical parameters, setting a solid foundation for our future drug development. We are leveraging the AI-powered drug discovery in the development of our new products pipeline. For more details, see "Business — Research and Development — Drug Discovery — Our Platforms."

We collaborate with CROs to conduct and support our preclinical and clinical studies in line with industry practice. Such CROs provide an array of services from preclinical toxicity and safety evaluations to various clinical trial tasks, and typically the duration of a single project lasts for a few months. For the years ended December 31, 2023 and 2024, we recorded R&D expenses of RMB236.7 million and RMB95.4 million, respectively, representing 81.0% and 34.0% of the total R&D and administrative expenses recorded in the periods, respectively, with R&D expenses of RMB60.5 million and RMB33.5 million, representing 25.6% and 35.1% of R&D expenses, attributable to the Core Product, respectively. The decrease of our R&D expenses incurred on our Core Product was in line with our advancement of the Core Product PB-119 from the Phase III clinical stage to the NDA filing in 2023. All of our R&D expenses for the Core Product during the Track Record Period were used for its clinical studies and regulatory filings.

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SUMMARY

INTELLECTUAL PROPERTY RIGHTS

As of the Latest Practicable Date, we held 83 patents and patent applications, including 13 patents and 15 patent applications in relation to our Core Product. As of the Latest Practicable Date, all of our material patents and patent applications were self-owned and all of our clinical-stage drug candidates were derived out of our HECTOR® platform and PEGylation technologies. The following table sets forth an overview of our material granted patents and filed patent applications in connection with our Core Product as of the Latest Practicable Date:

Product	Name of Patent^{(1)}	Jurisdiction	Status	Expiry Date of Granted Patent^{(2)}	Commercial Rights of the Company
PB-119	Novel exendin variant and conjugate thereof	Mainland China, United States, Korea, Japan, Germany, Russia, South Africa, Great Britain, France, Brazil, Italy	Granted	Mainland China: 2030/4/22
United States, Korea, Japan, Germany, Russia, South Africa, Great Britain, France, Brazil, Italy: 2030/4/23	Ownership
	Preparation method of exenatide variant and polyethylene glycol conjugate thereof	Mainland China	Filed	N/A	Ownership

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SUMMARY

Name of Patent^{(1)}	Jurisdiction	Status	Expiry Date of Granted Patent^{(2)}	Commercial Rights of the Company
Pharmaceutical composition containing pegylated exenatide variant and application thereof	Mainland China, Taiwan, The United Arab Emirates, Brazil, Eurasian, Egypt, Europe, Indonesia, Mexico, Malaysia. The Philippines, Saudi Arabia, Thailand, United States, Vietnam, South Africa	Mainland China: Filed	Mainland China: N/A	Ownership
		Taiwan: Granted	Taiwan: 2042/9/13
		The United Arab Emirates, Brazil, Eurasian, Egypt, Europe, Indonesia, Mexico, Malaysia. The Philippines, Saudi Arabia, Thailand, United States, Vietnam: Filed	The United Arab Emirates, Brazil, Eurasian, Egypt, Europe, Indonesia, Mexico, Malaysia. The Philippines, Saudi Arabia, Thailand, United States, Vietnam: N/A
		South Africa: Granted

Notes:
(1) Unless otherwise indicated, patents and patent applications within the same family are disclosed once.
(2) The patent expiration date is estimated without taking into account any possible patent term adjustments or extensions and assuming payment of all appropriate maintenance, renewal, annuity and other government fees.

We conduct our business under the brand name of "PegBio." As of the Latest Practicable Date, we held 102 trademarks and trademark applications in Mainland China and Hong Kong. We are also the owner of one copyright and one domain name. During the Track Record Period and up to the Latest Practicable Date, (i) we were not involved in any legal, arbitral or administrative proceedings in respect of, and we had not received notice of any material claims of infringement, misappropriation or other violations of, third-party intellectual property; and (ii) we were not involved in any proceedings in respect of any intellectual property rights that may be threatened or pending and that may have an influence on the research and development for any of our drug candidates in which we may be a claimant or a respondent.

SUMMARY

CHEMISTRY, MANUFACTURING & CONTROLS

As of the Latest Practicable Date, our Chemistry, Manufacturing & Controls (“CMC”) team consisted of 12 professionals with extensive experience in process development, production and quality management from well-known biopharmaceutical and pharmaceutical companies. Many of our CMC team members had over a decade of relevant work experience. Our CMC team specialized in preclinical and clinical support throughout the drug development process. The CMC function in our Company plays a critical role in drug development. It is responsible for developing safe, robust, and economically sound production processes for our drug substances and drug products, and ensuring their quality meets regulatory requirements.

As of the Latest Practicable date, we did not have commercialization-scale manufacturing facility. Currently we do not have any plans to establish our own manufacturing facilities to support our preclinical and clinical studies or produce future commercial supplies. We collaborate with contract development and manufacturing organizations (“CDMOs”) (including contract manufacturing organizations (“CMOs”)) to conduct and support our preclinical and clinical studies in line with industry practice. In terms of the involvement and contributions of each of the major CDMO partners (including CMOs) to the development of our product candidates, we collaborate with our CDMO partners to manufacture certain raw materials and drug substances of our product candidates to supply for preclinical studies and clinical trials. We did not experience any product quality issues in respect of the products manufactured by our CDMO partners during the Track Record Period. We currently plan to source future commercial supplies of our drugs following their marketing approval from CDMOs as well.

COMMERCIALIZATION

Our Marketing Strategy

During the Track Record Period and as of the Latest Practicable Date, we did not have any commercialized product. Our near-commercialized Core Product is one of the earliest domestically developed long-acting GLP-1 receptor agonists in China, according to CIC.

SUMMARY

Considering the marketing and sales cost, we will pursue the commercialization strategy of win-win cooperation to maximize the value of our Core Product, instead of establishing our in-house sales network. We plan to partner with pharmaceutical companies who have strong commercialization capability and rich experience in the therapeutic fields we are focusing on, to utilize their well-established sales networks and other resources to achieve mutually beneficial results and maximize the commercial value of our drug candidates.

On June 29, 2017, we entered into an agreement with TSL HK (the "TSL Agreement"), pursuant to which we irrevocably granted to TSL HK the right of first refusal of exclusive commercialization rights of PB-119 and PB-718 in Mainland China. Pursuant to the terms of the TSL Agreement, we are required to send a written notice to TSL HK after completion of Phase III clinical trials and prior to filing the marketing authorization applications with the NMPA for PB-119 and PB-718, respectively (the "First Refusal Notice"). The First Refusal Notice shall set forth terms and conditions of commercialization offered by a third party procured by us. TSL HK could exercise its right of first refusal within the agreed period after receipt of the First Refusal Notice, provided that it must match the terms and conditions offered by the third party as provided in the First Refusal Notice. In May 2023, in accordance with the TSL Agreement and based on mutual agreements, the right of first refusal of the exclusive commercialization of PB-119 of TSL HK was terminated. This was primarily due to commercial reasons and prioritization in strategic focus of TSL HK. TSL HK will not be involved in the commercialization of PB-119 in China thereafter.

On September 13, 2024, we entered into a commercialization collaboration arrangement with a leading domestic commercialization-stage pharmaceutical company in China for PB-119. With such commercialization arrangement, we expect to benefit from its decades of market experience and know-how in navigating through the rapidly evolving China healthcare landscape, market access ability to provide umbrella coverage for a portfolio of products and sales network covering both higher- and lower-tier markets to enable broad market penetration across China. We believe that the collaboration will establish a solid foundation for our future commercialization. For additional information, see "Business — Collaboration Agreement for Commercializing PB-119 in Mainland China."

In the overseas markets, we plan to unlock the value of our assets through commercialization collaborations with local partners. We may also seek collaborations to conduct clinical development in the United States, Europe and explore other overseas jurisdictions amongst the "Belt and Road Initiative" countries, including countries in the Middle East and South Asia.

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SUMMARY

Collaboration Agreement for Commercializing PB-119 in Mainland China

We entered into a commercialization collaboration arrangement (the "Collaboration Agreement") on September 13, 2024 with a leading China-based pharmaceutical company (the "Commercialization Partner") regarding the future marketing and commercialization activities of PB-119 in Mainland China (the "Territory"). The Commercialization Partner is an A-share listed company that has decades of experience in marketing and distributing drugs and medical equipment in China, covering all major markets and provinces in China, including first-tier cities such as Beijing, Shanghai and Guangzhou and other major cities, with established experience in chronic and metabolic diseases. Its direct sales channel covers a large amount of drug stores nationwide, and can access a wide range of terminal pharmacies nationwide. The Commercialization Partner has maintained long-standing partnerships with over 1,000 domestic and international suppliers. As of December 31, 2023, the Commercialization Partner had over 3,000 employees based on publicly available information.

Pursuant to the Collaboration Agreement, we granted the Commercialization Partner an exclusive, sublicensable license to promote and commercialize PB-119 in the Territory. We also granted the Commercialization Partner, among others, the right to use the technology secrets, patents and authorized brands (the "granted IP rights") solely for purposes of commercializing PB-119 in the Territory. Other than the granted IP rights, we possess and retain all intellectual property rights related to PB-119 or any improvements thereto, regardless of whether created by us or the Commercialization Partner. Other than expressly provided, no license to the intellectual property related to PB-119 is granted by the Collaboration Agreement. During the term of the Collaboration Agreement, without prior written consent from us, the Commercialization Partner or any of its subsidiaries shall not directly or indirectly (including, but not limited to, through collaboration with third parties) market or promote any competing products within the Territory.

With respect to the promotion activities carried out by the Commercialization Partner, we agree to pay certain promotion service fee (the "Promotion Service Fee") to the Commercialization Partner. The amount of the Promotional Service Fee will be calculated as a product of (a) the annual base amount of promotion service fee, (b) a specified fee rate and (c) the key performance indication (the "KPI") achievement rate. The annual base amount of promotion service fee is calculated as a product of the winning bid price and the specified sales target. The KPI achievement rate is a weighted sum of the respective achievement rates of sales target, coverage of hospitals and pharmacies, hospital and pharmacy visits and promotion activities, respectively. The specified fee rate will be adjusted according to the status of NRDL inclusion of PB-119. Following the NRDL inclusion of PB-119, the specified rate will range between low- to mid-double digits, reflecting the time since such inclusion and whether PB-119 is also included in the national centralized procurement programs. Prior to the NRDL inclusion, the Promotion Service Fee is expected to be a majority of the annual base amount of promotion service fee, and depending on the KPI achievement rate, be adjusted upwards. Provided that the Commercialization Partner can meet all the KPI achievement rate, the Promotion Service Fee can reach up to substantially all of the annual base amount of promotion service fee. Taking into account the payments we are entitled to receive as specified in the Collaboration Agreement, the expected timetable of PB-119's NRDL inclusion and the overall arrangement for the Promotion Service Fee payment, we believe the commercial arrangement is in line with industry practice for newly approved drugs, as confirmed by CIC.

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SUMMARY

As part of the consideration for granting the commercialization rights to the Commercialization Partner and subject to the terms and conditions of the Collaboration Agreement, and provided that the drug registration certificate for PB-119 is received no later than a specified date, we are entitled to receive from the Commercialization Partner, within a specified period after we obtain the drug registration certificate for PB-119 issued by the NMPA, (i) a one-time upfront payment of slightly over RMB100 million (the “Upfront Payment”) and (ii) a one-time milestone payment (the “Milestone Payment”), the amount of which is based on the timing of obtaining such drug registration certificate, and the minimum amount of the Milestone Payment is low-double digit million RMB.

Unless terminated earlier, the Collaboration Agreement shall remain in effect until December 31, 2030 (the “Initial Term”). Subsequent terms shall automatically extend for five years following the expiration of the Initial Term and each subsequent term, unless either party provides prior written notice of non-renewal.

For additional information, see “Business — Collaboration Agreement for Commercializing PB-119 in Mainland China.”

Pricing

We will determine the prices of our products based on a number of factors, including our costs of production, prices of other similar products, our technology advantages, product quality, health economics, market trends and changes in the levels of supply and demand. In China, we intend to determine pricing based on the affordability to Chinese patients and the price of comparable peer products to not only ensure our products, once approved for commercialization, can be accessed by the vast patient population in China and also secure a sustainable revenue stream to support our future growth and R&D endeavors. The pricing in overseas markets may vary to suit specific conditions in each territory, and we will determine the prices based on a discussion with our local partners and taking into account, among other things, the pricing of multinational competitors in the same market. We endeavor to enhance our product affordability by pursuing reimbursement listings in the National Reimbursement Drug List (“NRDL”) and other government-sponsored medical insurance programs at appropriate pricing levels. Inclusion into the NRDL is evaluated and determined by the relevant government authorities and we may face significant competition for successful inclusion. If we fail to have our Core Product included in the NRDL after commercialization, we may need to seek alternatives such as commercial private insurance coverage of our Core Product.

PB-119 is expected to be commercialized in China in 2025. We expect that PB-119 will be priced at a competitive level that is closer to the lower end of our pricing estimates once included into the NRDL, which we believe would render PB-119 accessible and affordable for a broad range of patients, in particular who have limited medical or financial resources. For more details of the potential deeper-than-expected price reduction as a result of the inclusion of PB-119 in the NRDL, see “Risk Factors — Our drugs may not be covered by reimbursement programs or may become subject to unfavorable reimbursement practices, either of which could harm our business.”

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SUMMARY

SUPPLIERS

During the Track Record Period, our major suppliers primarily consisted of CROs, SMOs and CDMOs and we did not experience any material disputes with our suppliers. In addition, we believe that adequate alternative sources for such supplies exist, and we have developed alternative sourcing strategies for these supplies. In 2023 and 2024, our purchases from our five largest suppliers in each period in aggregate amounted to RMB137.1 million and RMB32.6 million, respectively, representing 66.3% and 47.5% of our total corresponding purchases, and our purchases from the largest supplier in each period accounted for 33.0% and 16.0% of our total corresponding purchases, respectively.

None of our Directors, their respective associates or any shareholder who, to the knowledge of our Directors, owned more than 5% of our issued share capital as of the Latest Practicable Date, has any interest in any of our five largest suppliers during the Track Record Period. All of our five largest suppliers in each year during the Track Record Period are Independent Third Parties.

OUR SHAREHOLDING STRUCTURE

Our Single Largest Group of Shareholders

Our Single Largest Group of Shareholders comprises Dr. Michael Min XU, Dr. Xiangjun ZHOU, Dr. Yuhong XU (徐宇虹) and Shanghai Sujie. Such parties entered into a concert party agreement (the "Concert Party Agreement") on April 2, 2021, pursuant to which they (i) acknowledged and confirmed their relationship of acting in concert as shareholders when exercising the voting rights of the Company and Pan-Asia (the holding company of our Group prior to September 2020, as the case may be) since they became shareholders of these companies, and (ii) agreed to continue such acting in concert relationship so long as they hold any Shares, unless termination is agreed among all parties to the agreement. Shanghai Sujie's general partner, namely Ms. Xiaojun WANG (王小軍), plays an administrative role, and has been designated by the Company, upon which Dr. Michael Min XU exercises significant influence.

Immediately following the completion of the Global Offering, our Single Largest Group of Shareholders will control approximately 26.00% of our total issued share capital.

For details, see "History, Development and Corporate Structure — Concert Party Agreement."

SUMMARY

Pre-IPO Investments

We completed nine rounds of Pre-IPO Investments since our inception with an aggregate amount of approximately US$50.3 million and RMB1.05 billion raised. As of the Latest Practicable Date, we have utilized 93.77% of the proceeds from the Pre-IPO Investments. Our Pre-IPO Investors include Mingly, YuanBio Venture Capital, True Wing, Yingke PE, Nice Credit, Kaifeng VC, TSL HK, Shanghai Yaocui, Zhongxin Huiyuan, Share Link, Qianhai, Chelmsford, Huzhou Qiyuan, SIP Investment Fund, Tigermed, Suzhou Yipu, Beijing Agile, Asia Private and other experienced investors such as established funds as well as individual investors.

YuanBio Venture Capital, which made meaningful investment to us and will hold approximately 5.26% of our total issued share capital upon the completion of the Global Offering, is our Sophisticated Investor. Pursuant to PRC Company Law, Shares issued by our Company prior to the Global Offering (including those held by the Pre-IPO Investors) will be subject to a lock-up period of one year from the Listing Date. We utilized the proceeds from the Pre-IPO Investments for the principal business of our Group, including but not limited to research and development of our products, the growth and expansion of our business and general working capital purposes. For further details of the identity and background of the Pre-IPO Investors and the principal terms of the Pre-IPO Investments, see "History, Development and Corporate Structure — Pre-IPO Investments."

SUMMARY OF KEY FINANCIAL INFORMATION

This summary of key financial information set forth below have been derived from, and should be read in conjunction with, our historical financial information, including the accompanying notes, set forth in the Accountants' Report set out in Appendix I to this Prospectus, as well as the information set forth in "Financial Information" of this Prospectus. Our historical financial information was prepared in accordance with HKFRSs.

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SUMMARY

Summary of Consolidated Statements of Profit or Loss and Other Comprehensive Income

The table below sets forth summary of our consolidated statements of profit or loss and other comprehensive income for the periods indicated:

	For the Year Ended December 31,
	2023	2024
	RMB'000	RMB'000
Other net income	14,635	7,007
Selling and marketing expenses	-	(7,150)
Research and development expenses	(236,731)	(95,427)
Administrative expenses	(55,358)	(185,282)
Loss from operations	(277,454)	(280,852)
Finance costs	(1,727)	(2,499)
Loss before taxation	(279,181)	(283,351)
Income tax	-	-
Loss for the year	(279,181)	(283,351)
Attributable to:
Equity shareholders of the Company	(278,999)	(283,158)
Non-controlling interests	(182)	(193)
Loss and total comprehensive income for the year	(279,181)	(283,351)

We currently have no products approved for commercial sale and have not generated any revenue from product sales. We incurred operating losses during the Track Record Period. Our loss before taxation was RMB279.2 million and RMB283.4 million in 2023 and 2024, respectively. Substantially all of our loss resulted from research and development expenses and administrative expenses. Our research and development expenses decreased from RMB236.7 million in 2023 to RMB95.4 million in 2024. The decrease was in line with our advancement of Core Product from Phase III clinical stage to NDA filing.

SUMMARY

Summary of Consolidated Statements of Financial Position

	As of December 31,
	2023	2024
	RMB'000	RMB'000
Total non-current assets	22,574	28,063
Total current assets	345,479	190,294
Total current liabilities	164,987	157,666
NET CURRENT ASSETS	180,492	32,628
Total assets less current liabilities	203,066	60,691
Non-current liabilities	7,713	3,221
NET ASSETS	195,353	57,470
CAPITAL AND RESERVES
Share capital	366,672	366,672
Reserves	(176,792)	(314,482)
Total equity attributable to equity shareholders of the Company	189,880	52,190
Non-controlling interests	5,473	5,280
TOTAL EQUITY	195,353	57,470

We recorded net current assets of RMB32.6 million as of December 31, 2024 as compared to net current assets of RMB180.5 million as of December 31, 2023. The decrease in net current assets was primarily due to the decrease in financial assets at fair value through profit or loss ("FVPL") of RMB109.4 million and the increase in interest-bearing borrowings of RMB34.2 million, partially offset by the trade and other payables of RMB41.4 million. Such changes were primarily due to our ongoing operating cash outflows, which was primarily driven by the progresses in our research and development activities.

We recorded net assets of RMB57.5 million as of December 31, 2024 as compared to net assets of RMB195.4 million as of December 31, 2023. The decrease in net assets was primarily due to our loss for the year of RMB283.4 million, partially offset by equity-settled share-based payments of RMB145.5 million credited to capital reserve.

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SUMMARY

Summary of Consolidated Statements of Cash Flows

The following table sets forth summary of our consolidated statements of cash flows for the periods indicated:

	For the Year Ended December 31,
	2023	2024
	RMB'000	RMB'000
Net cash used in operating activities	(233,283)	(183,442)
Net cash generated from investing activities	101,622	114,353
Net cash generated from financing activities	148,511	20,334
Net increase/(decrease) in cash and cash equivalents	16,850	(48,755)
Effects of foreign exchange rate changes	1	-
Cash and cash equivalents at the beginning of the year	60,296	77,147
Cash and cash equivalents at the ending of the year	77,147	28,392

Our primary use of cash was to fund preclinical and clinical research and development of our drug candidates. Our net cash used in operating activities was RMB233.3 million and RMB183.4 million in 2023 and 2024, respectively. Our negative cash flows from operating activities were primarily attributable to cash used in paying research and development expenses and administrative expenses we incurred during the Track Record Period while we had not generated any revenue from sales of our drug candidates. As our product candidates in pipeline advance further in clinical trials and obtain regulatory approvals for commercialization, we believe we will be able to generate operating cash inflow from an increasing number of drug products, thus improving our operating cash outflow position.

Our Directors are of the opinion that, taking into account the financial resources available to us, including cash and cash equivalents, wealth management product and negotiable certificate of deposits with banks and the estimated net proceeds from the Global Offering, and considering our cash burn rate, we have sufficient working capital to cover at least 125% of our costs, including research and development expenses and administrative expenses for at least the next 12 months from the expected date of this Prospectus.

SUMMARY

maintain our financial viability for 27 months from December 31, 2024 taking into account the estimated net proceeds from the Global Offering. We will continue to monitor our cash flows from operations closely and expect to raise our next round of financing, if needed, with a minimum buffer of 12 months.

Key Financial Ratios

The table below sets forth the current ratio of our Group as of the dates indicated:

	As of December 31,
	2023	2024
Current Ratio(1)	2.09	1.21

Note:
(1) Current ratio equals current assets divided by current liabilities as of the dates indicated.

GLOBAL OFFERING STATISTICS

The Global Offering by us consists of:

the offer by us of initially 1,928,500 Hong Kong Offer Shares, for subscription by the public in Hong Kong, referred to in this Prospectus as the Hong Kong Public Offering; and
the offer by us of initially 17,355,000 International Offer Shares, outside the U.S. (including to professional, institutional and other investors within Hong Kong) in offshore transactions in reliance on Regulation S, referred to in this Prospectus as the International Offering.

Based on an Offer Price of HK$15.60

Market capitalization of our Shares(1) ... HK$6,020.91 million
Unaudited pro forma adjusted net tangible assets per Share(2) ... HK$0.84

Notes:

(1) The calculation of market capitalization is based on 385,955,532 Shares expected to be in issue immediately after completion of the Global Offering.

(2) The unaudited pro forma adjusted net tangible assets per Share is calculated after making the adjustments referred to in "Financial Information — Unaudited Pro Forma Statement of Adjusted Net Tangible Assets."

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SUMMARY

DIVIDEND

We have never declared or paid any dividends on our ordinary shares or any other securities. As of the Latest Practicable Date, we did not have a formal dividend policy. We currently intend to retain all available funds and earnings, if any, to fund the development and expansion of our business and we do not intend to establish a dividend policy to declare or pay any dividends in the foreseeable future. Investors should not purchase our ordinary shares with the expectation of receiving cash dividends. Any future determination to pay dividends will be made at the discretion of our Shareholders’ meeting subject to our Articles of Association and the PRC Company Law, and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our Directors may deem relevant. No dividend shall be declared or payable except out of our profits and reserves lawfully available for distribution. Regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. As confirmed by our PRC Legal Adviser, according to the PRC law, any future net profit that we make will have to be first applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10% of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our registered capital. We will therefore only be able to declare dividends after (i) all our historically accumulated losses have been made up for; and (ii) we have allocated sufficient net profit to our statutory common reserve fund as described above.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately HK$231.8 million after deducting the underwriting fees and expenses payable by us in the Global Offering, based on an Offer Price of HK$15.60 per Offer Share. We intend to use the net proceeds we will receive from this Offering for the following purposes:

approximately HK$116.5 million (or approximately 50.2% of the net proceeds) to fund the commercialization and indication expansion of our Core Product PB-119;
approximately HK$79.9 million (or approximately 34.5% of the net proceeds) to fund further development of our key product PB-718;
approximately HK$12.2 million (or approximately 5.3% of the net proceeds) to fund ongoing and planned research and development of our other pipeline product candidates;
approximately HK$2.3 million (or approximately 1.0% of the net proceeds) will be used for business development activities and enhancing our overseas presence;
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SUMMARY

approximately HK$20.9 million (or approximately 9.0% of the net proceeds) will be used for our working capital and other general corporate purposes.

For further details, see “Future Plans and Use of Proceeds.”

RISK FACTORS

We believe that there are certain risks involved in our operations, many of which are beyond our control. These risks are set out in the section headed “Risk Factors” in this Prospectus. Some of the major risks we face include:

We may face intense competition and rapid technological change and the possibility that our competitors may develop therapies that are similar, more advanced, or more effective than ours, which may adversely affect our financial condition and our ability to successfully commercialize our drug candidates.
We could be unsuccessful in obtaining or maintaining adequate patent protection for one or more of our drug candidates through intellectual property rights, or if the scope of such intellectual property rights obtained is not sufficiently broad, third parties may compete directly against us.
Our business, financial condition, results of operations and prospects for the next couple of years are substantially dependent upon the successful approval and sales of PB-119. If we are unable to successfully obtain regulatory approvals, achieve commercialization or complete clinical development to expand indications for PB-119 in our targeted markets, or if we experience significant delays or cost overruns in doing any of the foregoing, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Clinical drug development involves a lengthy and expensive process with uncertain outcomes, and we may need to deprioritize certain drug candidates, and may be unable to commercialize our drug candidates at all.
If our drug candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or may ultimately be unable to complete, the development and commercialization of our drug candidates.
Our drug candidates may cause undesirable adverse events.
Negative results from off-label drug use of our drug products could negatively impact our business, financial condition, results of operations and prospects and expose us to liability.

SUMMARY

We work with various third parties to develop our drug candidates. If these third parties fail to duly perform their contractual obligations or meet expected timelines, we may be unable to obtain regulatory approvals for, or commercialize, our drug candidates, and our business, financial condition and results of operations could be materially and adversely affected.
We intend to work with third parties for the commercialization of our drug candidates. We may fail to identify competent third parties for such purposes, fail to achieve the expected synergies with the clinical development partners, and have little or no control over the marketing and sales efforts of the commercialization partners.
We work with third parties to manufacture a portion of our drug candidates for clinical development and future commercialization. Our business could be harmed if those third parties fail to deliver sufficient quantities of products.
The market size of our drug candidates might be smaller than we expected.
We have incurred significant net losses since inception and we may continue to incur net losses and may fail to achieve or maintain profitability in the future. As a result, you may lose substantially all of your investment in us if our business fails.

LISTING EXPENSES

Our listing expenses represent professional fees, underwriting commissions and other fees incurred in connection with the Global Offering. Based on an Offer Price of HK$15.60 per Share, we estimated that the total listing expenses for the Global Offering are approximately HK$69.1 million, accounting for approximately 23.0% of the gross proceeds from the Global Offering, of which approximately HK$46.1 million is expected to be charged to our consolidated statements of profit or loss and other comprehensive income, and approximately HK$23.0 million is expected to be accounted for as a deduction from equity upon the completion of Global Offering. The above expenses comprise of (i) underwriting-related expenses, including underwriting commission and other expenses, of HK$19.6 million; and (ii) non-underwriting-related expenses of HK$49.5 million, including (a) fee paid and payable to sponsor, legal advisors and reporting accountants of HK$40.4 million, and (b) other fees and expenses of HK$9.1 million. The listing expenses above are the latest practicable estimate for reference only, and the actual amount may differ from this estimate.

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SUMMARY

RECENT DEVELOPMENTS

Impact of the COVID-19 Outbreak

The outbreak of the COVID-19 and its recurrence had caused temporary disruption to our operations to the extent that certain on-site meetings, deployment and technical support had to be delayed or cancelled. As of the Latest Practicable Date, however, COVID-19 had not had any material adverse impact on our R&D activities, clinical development, daily operation, supply chain and regulatory affairs. Given that the PRC government has substantially lifted its COVID-19 prevention and control policies since December 2022, our Directors are of the view that it is unlikely that the COVID-19 will have a material adverse impact on our business going forward.

Clinical Development

We successfully completed two Phase III registrational clinical trials in China for PB-119 by early 2023. The clinical results regarding both monotherapy and combination therapy for T2DM have underpinned our NDA for PB-119 in China, which was accepted by the NMPA in September 2023. As of February 28, 2025, the NMPA had accepted the NDAs of seven GLP-1 receptor agonists for the treatment of T2DM, and PB-119 was the second earliest to receive NDA acceptance from the NMPA among such candidates, according to CIC. We expect to commercially launch PB-119 for the treatment of T2DM in China in 2025. We are also initiating the Phase Ib/IIa clinical trial of PB-119 for the treatment of obesity in China. We received the approval from the NMPA to commence the clinical trial in April 2024 and we completed participant enrollment for the clinical trial in June 2024. We also completed the participant follow-up of the Phase Ib/IIa clinical trial of PB-718 for the treatment of obesity in China in April 2024 and the final clinical study report is expected to be ready by the second half of 2025. With the development of PB-119 and PB-718, we were among the few companies with multiple clinical-stage GLP-1-based product candidates for the treatment of overweight/obesity in China as of February 28, 2025, according to CIC.

On June 18, 2024, Wegovy (semaglutide), a GLP-1 receptor agonist developed by Novo Nordisk A/S, received marketing approval from the NMPA for the treatment of obesity or overweight patients in China with a BMI over $30\mathrm{kg} / \mathrm{m}^2$ or with a BMI between 27 to $30\mathrm{kg} / \mathrm{m}^2$ and least one weight-related comorbidity. As we are developing our Core Product PB-119 for indications including obesity or overweight, we may face competition with Wegovy in China in the future. However, we believe such an approval further demonstrates the momentum of gaining market acceptance by GLP-1-based products in the China market, and the positive perception of regulatory authorities towards such products in China. Such momentum and favorable regulatory attitude could benefit our Core Product PB-119 in obtaining NDA approvals and future marketing and commercialization efforts, especially considering the multiple advantages of PB-119 described throughout the Prospectus. As of February 28, 2025, there had been no new GLP-1-based product being approved in the markets that PB-119 and PB-718 intend to address, according to CIC.

SUMMARY

CSRC Filing

Pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) (the “Overseas Listing Trial Measures”) and five supporting guidelines promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023, which came into effect on March 31, 2023, overseas offering and listing by a joint-stock company registered and formed in China is identified as a direct overseas offering and listing by a domestic company, and such domestic company shall file with the CSRC in this regard. As advised by our PRC Legal Adviser, we are required to file with the CSRC in connection with the Listing, as a direct overseas offering and listing, within three business days after we submit the application for Listing overseas.

We have filed the required documents with the CSRC on February 28, 2024, and the CSRC has issued the filing notice dated July 25, 2024, confirming our completion of the filing for the Global Offering, the conversion of certain Unlisted Shares into H Shares and the listing of the H Shares on the Hong Kong Stock Exchange.

NO MATERIAL ADVERSE CHANGE

We expect to record a net loss for the year ending December 31, 2025, which is primarily due to our expectations that significant selling and marketing expenses and research and development expenses will be further incurred.

Our Directors confirm that up to the date of this Prospectus, there has been no material adverse change in our financial, operational or trading positions or prospects since December 31, 2024, being the end of the period reported on as set out in the Accountants' Report included in Appendix I to this Prospectus.

27 -

DEFINITIONS

In this Prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below. Certain other terms are explained in the section headed "Glossary of Technical Terms" in this Prospectus.

"Accountants' Report"
the accountants' report prepared by KPMG, details of which are set out in Appendix I

"affiliate(s)"
with respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person

"AFRC"
the Accounting and Financial Reporting Council of Hong Kong

"AIC"
Administration of Industry & Commerce (工商行政管理機關) of the PRC (now known as the Administration for Market Regulation (市場監督管理局)) or, where the context so requires, the State Administration for Industry & Commerce of the PRC (中華人民共和國工商行政管理總局) or its delegated authority at the provincial, municipal or other local level

"Articles of Association" or "Articles"
the articles of association of our Company, as amended, which shall become effective on the Listing Date, a summary of which is set out in Appendix III

"Asia Private"
Asia Private Equity Capital, formerly known as MediBIC Alliance, a limited company incorporated in Japan and wholly-owned by West Wood Capital, which is controlled by Mr. Takashi NISHIKI, a Pre-IPO Investor and an Independent Third Party

"associate(s)"
has the meaning ascribed to it under the Listing Rules

"Audit Committee"
the audit committee of the Board

"Board" or "our Board"
the board of Directors

"Business Day"
a day on which banks in Hong Kong are generally open for normal business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong

28 -

DEFINITIONS

“BVI”	British Virgin Islands
“Capital Market Intermediaries” or “capital market intermediary(ies)” or “CMI(s)”	the capital market intermediaries participating in the Global Offering and has the meaning ascribed thereto under the Listing Rules
“CCASS”	the Central Clearing and Settlement System established and operated by HKSCC
“CDE”	Center for Drug Evaluation (藥品審評中心) under the NMPA
“Chief Financial Officer”	chief financial officer of our Company, i.e. Ms. Xiaojun WANG (王小軍)
“China”, “Mainland China” or “PRC”	the People’s Republic of China which, for the purpose of this Prospectus and for geographical reference only, excluding Hong Kong Special Administrative Region of the People’s Republic of China, Macau Special Administrative Region of the People’s Republic of China, and China’s Taiwan
“CIC”	China Insights Industry Consultancy Limited, a global market research and consulting company, which is an Independent Third Party
“CIC Report”	an independent market research report commissioned by us and prepared by CIC for the purpose of this Prospectus
“close associate(s)”	has the meaning ascribed thereto under the Listing Rules
“Companies (Winding Up and Miscellaneous Provisions) Ordinance”	the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Companies Ordinance”	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Company”, “our Company”, or “the Company”	PegBio Co., Ltd. (派格生物醫藥(杭州)股份有限公司) (formerly known as PegBio Co., Ltd. (派格生物醫藥(蘇州)股份有限公司)), a limited liability company incorporated in the PRC on May 13, 2008 and converted into a joint stock company with limited liability on December 30, 2020

– 29 –

DEFINITIONS

"Compliance Adviser" Rainbow Capital (HK) Limited

"connected person(s)" has the meaning ascribed thereto under the Listing Rules

"connected transaction(s)" has the meaning ascribed thereto under the Listing Rules

"Core Product" has the meaning ascribed thereto under Chapter 18A of the Listing Rules, which is the product for the purpose of satisfying the eligibility requirements under Chapter 18A of the Listing Rules and Chapter 2.3 of the Guide for New Listing Applicants

"Corporate Governance Code" the Corporate Governance Code set out in Appendix C1 to the Listing Rules

"CSRC" the China Securities Regulatory Commission (中國證券監督管理委員會)

"Director(s)" or "our Director(s)" the director(s) of our Company

"EIT" the PRC enterprise income tax

"EIT Law" the Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法》), as amended, supplemented or otherwise modified from time to time

"Exchange Participant" a person (a) who, in accordance with the Rules of the Hong Kong Stock Exchange, may trade on or through the Hong Kong Stock Exchange; and (b) whose name is entered in a list, register or roll kept by the Hong Kong Stock Exchange as a person who may trade on or through the Hong Kong Stock Exchange

"Extreme Conditions" extreme conditions caused by a super typhoon as announced by the government of Hong Kong

"FDA" U.S. Food and Drug Administration

"FINI" "Fast Interface for New Issuance", the online platform operated by HKSCC that is mandatory for admission to trading and, where applicable, the collection and processing of specified information on subscription in and settlement for the Listing

"General Rules of HKSCC" General Rules of HKSCC published by the Stock Exchange and as amended from time to time

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DEFINITIONS

“Global Offering”	the Hong Kong Public Offering and the International Offering
“Group”, “our Group, “our”, “we” or “us”	our Company and our subsidiaries
“Guide for New Listing Applicants”	the Guide for New Listing Applicants issued by the Hong Kong Stock Exchange effective from January 1, 2024
“H Share(s)”	listed ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each, which is/are to be subscribed for and traded in HK dollars and to be listed on the Hong Kong Stock Exchange
“H Share Registrar”	Computershare Hong Kong Investor Services Limited
“HK$” or “Hong Kong Dollars” or “HK Dollars” and “HK cents”	Hong Kong dollars, the lawful currency of Hong Kong
“HKFRSs”	Hong Kong Financial Reporting Standards
“HKSCC”	Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
“HKSCC EIPO”	the application for Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to your designated HKSCC Participant’s stock account through causing HKSCC Nominees to apply on your behalf, including by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for Hong Kong Offer Shares on your behalf
“HKSCC Nominees”	HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC

– 31 –

DEFINITIONS

"HKSCC Operational Procedures"
the operational procedures of HKSCC, containing the practices, procedures and administrative or other requirements relating to HKSCC's services and the operations and functions of CCASS, FINI or any other platform, facility or system established, operated and/or otherwise provided by or through HKSCC, as from time to time in force

"HKSCC Participant"
a participant admitted to participate in CCASS as a direct clearing participant, a general clearing participant or a custodian participant

"Hong Kong" or "HK"
the Hong Kong Special Administrative Region of the PRC

"Hong Kong Offer Shares"
the 1,928,500 H Shares offered by us for subscription at the Offer Price pursuant to the Hong Kong Public Offering (subject to reallocation as described in the section headed "Structure of the Global Offering")

"Hong Kong Public Offering"
the offering of the Hong Kong Offer Shares for subscription by the public in Hong Kong (subject to reallocation as described in the section headed "Structure of the Global Offering") at the Offer Price (plus brokerage, SFC transaction levy, Hong Kong Stock Exchange trading fee and AFRC transaction levy), on and subject to the terms and conditions described in the section headed "Structure of the Global Offering"

"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchange and Clearing Limited

"Hong Kong Takeovers Code" or "Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks issued by the SFC, as amended, supplemented or otherwise modified from time to time

"Hong Kong Underwriters"
the underwriters listed in the paragraph headed "Underwriting — Hong Kong Underwriters", being the underwriters of the Hong Kong Public Offering

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DEFINITIONS

"Hong Kong Underwriting Agreement"
the underwriting agreement dated May 16, 2025, relating to the Hong Kong Public Offering entered into by our Company, the Sole Sponsor, the Sponsor-OC and the Hong Kong Underwriters, as further described in "Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong Kong Underwriting Agreement"

"Independent Third Party(ies)"
any entity(ies) or person(s) who is not a connected person of our Company within the meaning of the Hong Kong Listing Rules

"International Offer Shares"
the 17,355,000 H Shares offered by our Company pursuant to the International Offering (subject to reallocation as described in the section headed "Structure of the Global Offering")

"International Offering"
the offering of the International Offer Shares at the Offer Price outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act, as further described in the section headed "Structure of the Global Offering"

"International 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 23, 2025 by our Company, the Sole Sponsor, the Sponsor-OC and the International Underwriters, as further described in the section headed "Underwriting — Underwriting Arrangements and Expenses — International Offering"

"Latest Practicable Date"
May 12, 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this Prospectus prior to its publication

"Listing"
the listing of our H Shares on the Main Board

"Listing Committee"
the listing committee of the Hong Kong Stock Exchange

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DEFINITIONS

"Listing Date"
the date, expected to be on or about Tuesday, May 27, 2025, on which the H Shares are to be listed and on which dealings in the Shares are to be first permitted to take place on the Hong Kong Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

"Main Board"
the stock exchange (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operated in parallel with the GEM of the Hong Kong Stock Exchange

"MOFCOM" or "Ministry of Commerce"
the Ministry of Commerce of the PRC (中華人民共和國商務部) (formerly known as the Ministry of Foreign Trade and Economic Cooperation of the PRC (中華人民共和國對外經濟貿易部))

"NMPA"
the National Medical Products Administration of China (國家藥品監督管理局) or, where the context so requires, its predecessor, the China Food and Drug Administration (國家食品藥品監督管理總局), or CFDA

"NPC"
the National People's Congress of the PRC (中華人民共和國全國人民代表大會)

"Nomination Committee"
the nomination committee of the Board

"Offer Price"
the offer price per Offer Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%) at which the Offer Shares are to be subscribed for and issued pursuant to the Global Offering as described in the section headed "Structure of the Global Offering"

"Offer Share(s)"
the Hong Kong Offer Shares and the International Offer Shares

"Overall Coordinators"
the Overall Coordinators as named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"

34 -

DEFINITIONS

“Overseas Listing Trial Measures”

The Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (《境內企業境外發行證券和上市管理試行辦法》及五項配套指引) promulgated by the CSRC on February 17, 2023 and became effective on March 31, 2023

“Pan-Asia”

Pan-Asia Bio Co., Ltd., a company incorporated in the BVI with limited liability on July 10, 2001, being the holding company of our Group prior to September 2020

“PegBio Suzhou”

PegBio Xinrui Biotechnology Pharmaceutical (Suzhou) Co., Ltd. (派格欣銳生物醫藥科技(蘇州)有限公司), a limited liability company established in the PRC on January 21, 2025 and a subsidiary of the Company

“PBOC”

the People’s Bank of China (中國人民銀行), the central bank of the PRC

“PRC Company Law”

Company Law of the PRC (中華人民共和國公司法), as amended, supplemented or otherwise modified from time to time

“PRC GAAP”

generally accepted accounting principles in the PRC

“PRC Legal Adviser”

JunHe LLP, our legal adviser on PRC laws in connection with the Global Offering

“Pre-IPO Equity Incentive Plan”

the pre-IPO equity incentive plan of our Company approved and adopted in March 2021, as amended from time to time, a summary of the principal terms of which is set forth in “Statutory and General Information — Pre-IPO Equity Incentive Plan” in Appendix IV

“Pre-IPO Investment(s)”

the investment(s) in our Group undertaken by the Pre-IPO Investors prior to this initial public offering, the details of which are set out in “History, Development and Corporate Structure — Pre-IPO Investments”

“Pre-IPO Investor(s)”

the investor(s) making investments in our Group prior to this initial public offering as set out in “History, Development and Corporate Structure — Pre-IPO Investments”

– 35 –

36 -

DEFINITIONS

"Prospectus"
this prospectus being issued in connection with the Hong Kong Public Offering

"Regulation S"
Regulation S under the U.S. Securities Act

"Remuneration and Appraisal Committee"
the remuneration and appraisal committee of the Board

"Renminbi" or "RMB"
the lawful currency of the PRC

"SAFE"
the State Administration of Foreign Exchange of the PRC (中華人民共和國國家外匯管理局)

"SAIC"
the State Administration of Industry and Commerce of the PRC (中華人民共和國國家工商行政管理總局), the function of which has now been merged into the SAMR

"SAMR"
the State Administration for Market Regulation of the PRC (中華人民共和國國家市場監督管理總局)

"SAT"
the State Taxation Administration of the PRC (中華人民共和國國家稅務總局)

"SFC"
the Securities and Futures Commission of Hong Kong

"SFO" or "Securities and Futures Ordinance"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

"Shanghai Hanmai"
Shanghai Hanmai Biotech Co., Ltd. (上海瀚遇生物醫藥科技有限公司), a limited liability company established in the PRC on June 26, 2017 and a subsidiary of our Company

"Shanghai Maiji"
Shanghai Maiji Biotech Co., Ltd. (上海遇跡生物醫藥科技有限公司), a limited liability company established in the PRC on June 26, 2017 and a subsidiary of the Company

DEFINITIONS

“Shanghai Sujie” or “Equity Incentive Platform”	Shanghai Sujie Business Management Consulting Partnership (Limited Partnership) (上海蘇頡企業管理諮詢合夥企業(有限合夥)), a limited partnership established in the PRC on August 28, 2020, the equity incentive platform of our Group of which Ms. Xiaojun WANG (王小軍), our executive Director and Chief Financial Officer, is the sole general partner
“Share(s)”	ordinary share(s) in the capital of our Company with a nominal value of RMB1.00 each
“Shareholder(s)”	holder(s) of our Share(s)
“Single Largest Group of Shareholders”	refers to Dr. Michael Min XU, Dr. Yuhong XU (徐宇虹), Dr. Xiangjun ZHOU and Shanghai Sujie
“Sole Sponsor”	the sole sponsor of the Listing as named in “Directors, Supervisors and Parties Involved in the Global Offering”
“Sophisticated Investor(s)”	has the meaning ascribed to it under Chapter 2.3 of the Guide for New Listing Applicants
“Sponsor-OC”	China International Capital Corporation Hong Kong Securities Limited
“State Council”	the State Council of the PRC (中華人民共和國國務院)
“Strategy and Development Committee”	the strategy and development committee of the Board
“subsidiary(ies)”	has the meaning ascribed to it in section 15 of the Companies Ordinance
“substantial shareholder(s)”	has the meaning ascribed to it under the Listing Rules
“Supervisor(s)”	supervisor(s) of the Company
“Supervisory Committee”	the committee of the Supervisors
“Track Record Period”	the period comprising the two years ended December 31, 2023 and 2024

37 -

DEFINITIONS

“TSL HK”	Tasly (Hong Kong) Pharmaceuticals Limited (天士力(香港)藥業有限公司), a company established in Hong Kong on November 3, 2011 and a wholly-owned subsidiary of Tasly Pharmaceutical Group Co., Ltd. (天士力醫藥集團股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600535), a Pre-IPO Investor and an Independent Third Party
“U.S. Government”	the federal government of the United States, including its executive, legislative and judicial branches
“U.S. persons”	U.S. persons as defined in Regulation S
“U.S. Securities Act”	United States Securities Act of 1933, as amended, supplemented or otherwise modified from time to time
“Underwriters”	the Hong Kong Underwriters and the International Underwriters
“Underwriting Agreements”	the Hong Kong Underwriting Agreement and the International Underwriting Agreement
“United States”, “USA” or “U.S.”	the United States of America, its territories, its possessions and all areas subject to its jurisdiction
“Unlisted Share(s)”	ordinary share(s) issued by our Company, with a nominal value of RMB1.00 each, which is/are not listed on any stock exchange
“US$” or “U.S. dollars”	United States dollars, the lawful currency of the U.S.
“VAT”	value-added tax
“White Form eIPO”	the application for Hong Kong Offer Shares to be issued in the applicant’s own name, submitted online through the designated website of the White Form eIPO Service Provider, at www.eipo.com.hk
“White Form eIPO Service Provider”	Computershare Hong Kong Investor Services Limited

38 -

DEFINITIONS

"Xinfeng Biotech"
Xinfeng Biotech (Shanghai) Co., Ltd. (新峰生物科技(上海)有限公司), a limited liability company established in the PRC on September 17, 2001 and deregistered on December 23, 2021, and a former subsidiary of the Company

“%”
per cent

Certain amounts and percentage figures included in the Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

For ease of reference, the names of Chinese laws and regulations, governmental authorities, institutions, natural persons or other entities (including our subsidiary) have been included in this Prospectus in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail. English translations of company names and other terms from the Chinese language are provided for identification purposes only.

39 -

GLOSSARY OF TECHNICAL TERMS

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.

"5-HT" 5-hydroxytryptamine

"ADA" American Diabetes Association

"AEs" adverse events

"Agonist" an agonist is an agent that activates a receptor to produce a biological response

"ALT" alanine transaminase, an enzyme found in the liver that helps convert proteins into energy for the liver cells; the level of ALT increases when the liver is damaged, making it a biomarker commonly associated with injury or apoptosis of liver cells

"Alzheimer's disease" a brain disorder that leads to deposits of certain abnormal proteins in the brain and cause the brain to shrink and brain cells to eventually die; it is the most common cause of dementia, which is a gradual decline in memory, thinking, behavior and social skills

"apoptosis" a type of programmed cell death

"AST" aspartate aminotransferase, an enzyme found mostly in the liver, heart, muscles and kidneys; high levels of which in the blood may indicate hepatitis, cirrhosis, or other liver diseases

"BID" from Latin "bis in die", meaning two times a day

"biomarker" a measurable indicator of a biological state or condition

"CAGR" compound annual growth rate

40 -

GLOSSARY OF TECHNICAL TERMS

"CDMO" contract development and manufacturing organization, a company that serves other companies in the pharmaceutical industry on a contract basis to provide comprehensive services from drug development through drug manufacturing

"CGM" continuous glucose monitoring

"CHI" congenital hyperinsulinemia

"CLCN2" chloride voltage-gated channel 2

"clinical trial/study" a type of research carried out on 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

"CMC" chemistry, manufacturing, and controls

"CMO" contract manufacturing organization, a company that serves other companies in the pharmaceutical industry on a contract basis to provide comprehensive services for drug manufacturing

"cohort" a group of participants as part of a clinical trial who share a common characteristic or experience within a defined period and who are monitored over time

"combination therapy" treatment in which a clinical trial participant is given two or more drugs (or other therapeutic agents) for a single disease

"comorbidity" the simultaneous presence of two or more diseases or medical conditions in a patient

"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

"CRU" clinical research unit

"CV" cardiovascular

41 -

GLOSSARY OF TECHNICAL TERMS

"CVD"
cardiovascular disease, conditions affecting the heart or blood vessels

"diabetes"
a complex, chronic metabolic disease characterized by elevated levels of blood glucose, which over time leads to serious damage to the heart, blood vessels, eyes, kidneys, nerves and other organs, comprised of two categories including type 1 diabetes mellitus and type 2 diabetes mellitus

"digestive diseases"
health conditions associated with the digestive system

"DPP-4"
dipeptidyl peptidase-4, also known as adenosine deaminase complexing protein 2 or CD26 (cluster of differentiation 26), an enzyme expressed on the surface of most cell types and associated with immune regulation, signal transduction, and apoptosis

"DDP-4i"
dipeptidyl peptidase-4 inhibitor

"ECG"
electrocardiogram; a test that records the electrical activity of your heart, including the rate and rhythm

"ESG"
environmental, social and governance; a collection of corporate performance evaluation criteria that assess the robustness of a company's governance mechanisms and its ability to effectively manage its environmental and social impacts

"FIB-4"
fibrosis-4, an indicator of the severity of liver damage

"GABA"
gamma aminobutyric acid, the chief inhibitory neurotransmitter in the developmentally mature mammalian central nervous system

"GCG"
glucagon, the main catabolic hormone of the body, produced by alpha cells of the pancreas; it raises the concentration of glucose and fatty acids in the bloodstream

"GCGR"
glucagon receptor

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GLOSSARY OF TECHNICAL TERMS

"GCP"
good clinical practice, an international ethical and scientific quality standard for the performance of a clinical trial on medicinal products involving humans

"GI"
gastrointestinal

"GIP"
glucose-dependent insulinotropic polypeptide, also known as gastric inhibitory polypeptide; it is a hormone produced in the upper gut and secreted to the circulation in response to the ingestion of foods, especially fatty foods

"GIPR"
glucose-dependent insulinotropic polypeptide receptor, or gastric inhibitory polypeptide receptor, found on beta-cells in the pancreas; its activation stimulates insulin secretion

"GMP"
good manufacturing practice, the practices required in order to conform to the guidelines recommended by agencies that control the authorization and licensing of the manufacture and sale of products

"GLP-1"
glucagon-like peptide-1; a peptide hormone that decreases blood sugar levels in a glucose-dependent manner by enhancing the secretion of insulin

"GLP-1R"
glucagon-like peptide-1 receptor

"GLP-1 RA"
glucagon-like peptide-1 receptor agonist

"glycemic control"
the management of blood sugar levels

"Grade"
term used to refer to the severity of adverse events according to Common Terminology Criteria for Adverse Events (CTCAE) v4.03, using Grade 1, Grade 2, Grade 3, etc.

"HbA1c"
glycated hemoglobin, formed when hemoglobin joins with glucose in the blood and becomes glycated

"HF"
heart failure

43 -

GLOSSARY OF TECHNICAL TERMS

"in vitro"
Latin for “within the glass”, referring to studies that are performed with microorganisms, cells, or biological molecules outside their normal biological context

"in vivo"
Latin for “within the living”, referring to studies in which the effects of various biological entities are tested on whole, living organisms or cells, usually animals, including humans, and plants, as opposed to a tissue extract or dead organism

"IND"
investigational new drug, an application in the drug review process required by a regulatory authority to decide whether a new drug is permitted to initiate clinical trials; also known as clinical trial application, or CTA, in China

"INSR"
insulin receptor

"LSM"
liver stiffness measurement

"MACE"
major adverse cardiovascular events

"metformin"
the main first-line medication for the treatment of T2DM; it is an FDA-approved antidiabetic agent that manages high blood sugar levels in patients

"MoA"
mechanism of action, the specific biochemical interaction through which a drug substance produces its pharmacological effect

"MRCT"
multi-regional clinical trials

"NAFLD" or "non-alcoholic fatty liver disease"
excessive fat build-up in the liver without another clear cause such as alcohol use, including two types: non-alcoholic fatty liver (NAFL) and non-alcoholic steatohepatitis, with the latter also including liver inflammation, also known as metabolic dysfunction-associated steatotic liver disease (MASLD)

"NAS"
NAFLD activity score, a sum of numerical score system applying to steatosis, hepatocellular ballooning, and lobular inflammation

44 -

GLOSSARY OF TECHNICAL TERMS

"NASH" or "non-alcoholic steatohepatitis"
the liver manifestation of a metabolic disorder, and the most severe form of non-alcoholic fatty liver disease, also known as metabolic dysfunction-associated steatohepatitis (MASH)

"NDA"
new drug application, a process required by an regulatory authority to approve a new drug for sale and marketing

"NE"
norepinephrine, also called noradrenaline or noradrenalin, an organic chemical that functions as a hormone, neurotransmitter and neuromodulator to mobilize the brain and body for action

"NRDL"
National Reimbursement Drug List, which names all the drugs covered by the medical insurance program in full or partially in China

"obesity"
abnormal or excessive fat accumulation in the body; defined as an individual having a body mass index over 28kg/m² or more in China and 30 kg/m² or more in the United States, respectively

"off-label"
related to the use of pharmaceutical drugs for an unapproved indication or in an unapproved age group, dosage or route of administration

"OIC"
opioid-induced constipation; opioid drugs inhibit gastric emptying and peristalsis in the gastrointestinal tract which results in delayed absorption of medications and increased absorption of fluid

"opioid"
a class of drugs used to reduce pain

"PAMORA"
peripherally acting μ-opioid receptor antagonists

"PD"
pharmacodynamics; the study of how a drug affects an organism, which, together with pharmacokinetics, influences dosing, benefit, and adverse effects of the drug

"PEG"
polyethylene glycol

45 -

GLOSSARY OF TECHNICAL TERMS

"PEGylation"
a process through which PEG chains are attached to proteins, peptides or other molecules to alter certain properties, such as molecular mass, solubility, stability and half-life in the body

"Phase I clinical trial"
a study in which a drug is introduced into healthy human subjects or patients with the target disease or condition and tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion, and if possible, to gain an early indication of its efficacy

"Phase II clinical trial"
a study in which a drug is administered to a limited patient population to preliminarily evaluate the efficacy of the product for specific targeted diseases, to identify possible adverse effects and safety risks, and to determine optimal dosage

"Phase III clinical trial"
a study in which a drug is administered to an expanded patient population generally at geographically dispersed clinical trial sites, in well-controlled clinical trials to generate enough data to statistically evaluate the efficacy and safety of the product for approval, to provide adequate information for the labeling of the product

"PI"
principal investigator; the person(s) in charge of a clinical trial who prepares and carries out the clinical trial protocol, and analyzes the data and reports the results

"PK"
pharmacokinetics; the study of the bodily absorption, distribution, metabolism, and excretion of drugs, which, together with pharmacodynamics, influences dosing, benefit, and adverse effects of the drug

"placebo"
a medical treatment or preparation with no specific pharmacological activity

"p.o."
from Latin "per os", meaning oral administration

"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

46 -

GLOSSARY OF TECHNICAL TERMS

"primary endpoint"
the specific key measurement upon which a clinical study is designed to assess the effect of the drugs being investigated

"QD"
from Latin "quaque die", meaning once daily

"QT interval"
a measurement made on an electrocardiogram used to assess some of the electrical properties of the heart

"QW"
from Latin "quaque week", meaning once weekly

"R&D"
research and development

"receptor agonist"
a receptor agonist is an agent that activates a receptor to produce a biological response

"registrational clinical trial"
a clinical trial or study to demonstrate clinical efficacy and safety evidence required before submission for drug marketing approval

"ROW"
rest of the world

"SAEs"
serious adverse events, an event or reaction that, in the view of either the investigator or sponsor, results in severe outcomes such as death, life-threatening adverse events, in-patient hospitalization or prolongation of existing hospitalization, persistent or significant disability or incapacity, a congenital anomaly or birth defect

"SBM"
spontaneous bowel movements

"s.c."
subcutaneous

"SDOH"
social determinants of health

"SGLT-2"
sodium-glucose cotransporter-2; SGLT-2 is the major cotransporter involved in glucose reabsorption in the kidney, responsible for reabsorption of 80-90% of the glucose filtered by the kidney glomerulus

"SGLT-2i"
sodium-glucose cotransporter-2 inhibitors, a class of prescription medicines that are FDA-approved for use with diet and exercise to lower blood sugar in adults with T2DM

47 -

GLOSSARY OF TECHNICAL TERMS

"SMO"
site management organization, an organization that has adequate infrastructure and staff to meet the requirements of the clinical trial protocol and provides clinical trial related services to a CRO, a pharmaceutical company, a biotechnology company, or a clinical site

"t½"
half-life, the time required for the concentration to fall to 50% of its peak value

"T1DM"
type 1 diabetes mellitus, an autoimmune disease that originates when cells that make insulin are destroyed by the immune system

"T2DM"
type 2 diabetes mellitus, a form of diabetes characterized by high blood sugar, insulin resistance and relative lack of insulin; the pancreas in T2DM patient makes less insulin, and the body becomes resistant to insulin

"TEAEs"
treatment-emergent adverse events, undesirable events not present prior to medical treatment or already present events that worsen in either intensity or frequency following the treatment

"TID"
from Latin "ter in die", meaning three times a day

"tmax"
the amount of time that a drug is present at the maximum concentration in serum

"TZD"
thiazolidinediones, a class of drugs used in the treatment of T2DM

48 -

FORWARD-LOOKING STATEMENTS

We have included in this Prospectus forward-looking statements. Statements that are not historical facts, including but not limited to statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements.

This Prospectus contains forward-looking statements and information relating to us and our subsidiaries that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this Prospectus, the words “aim,” “anticipate,” “aspire,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,” “ought to,” “plan,” “project,” “schedule,” “seek,” “should,” “target,” “vision,” “will,” “would,” and the negative of these words and other similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These statements are subject to certain risks, uncertainties and assumptions, including the risk factors as described in “Risk Factors” and elsewhere in this Prospectus, some of which are beyond our control and may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing us which could affect the accuracy of forward-looking statements include, but are not limited to, the following:

our operations and business prospects;
future developments, trends and conditions in the industries and markets in which we operate or plan to operate;
general economic, political and business conditions in the markets in which we operate, including but not limited to interest rates, foreign exchange rates;
changes to the regulatory environment in the industries and markets in which we operate;
our ability to maintain relationship with, and the actions and developments affecting, our major business partners, suppliers and future customers;
our ability to maintain the market leading positions and the actions and developments of our competitors;
our ability to effectively control costs and operating expenses;
the ability of business partners to perform in accordance with contractual terms and specifications;
our ability to retain senior management and key personnel and recruit qualified staff;
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FORWARD-LOOKING STATEMENTS

our business strategies and plans to achieve these strategies, including our drug development plans, commercialization strategies and geographic expansion plans; and
all other risks and uncertainties described in "Risk Factors".

By their nature, certain disclosures relating to these and other risks are only estimates and should one or more of these uncertainties or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected, as well as from historical results. Specifically but without limitation, 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.

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RISK FACTORS

Investments in our H 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 H Shares. In particular, we are a biopharmaceutical company seeking to list on the Main Board of the Stock Exchange under Chapter 18A of the Listing Rules. Our operations and the biopharmaceutical industry involve certain risks and uncertainties, some of which are beyond our control and may cause you to lose all your investment in our H Shares. 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 H Shares could decline due to any of these risks, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us, or not expressed or implied below, or that we deem immaterial, could also harm our business, financial condition and results of operations.

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, which will not be updated after the date hereof, and is subject to the cautionary statements in the section headed "Forward Looking Statements" in this Prospectus.

We believe there are certain risks and uncertainties involved in our operations, some of which are beyond our control. We have categorized these risks and uncertainties into: (i) risks relating to development, clinical trials and regulatory approval of our drug candidates; (ii) risks relating to manufacturing and commercialization of our drug candidates; (iii) risks relating to our financial prospects; (iv) risks relating to our intellectual property rights; (v) risks relating to our business and industry; (vi) risks relating to doing business in the jurisdictions we operate; and (vii) risks relating to the Global Offering.

Additional risks and uncertainties that are presently not known to us or not expressed or implied below or that we currently deem immaterial could also have a material adverse effect on our business, financial condition, results of operations and prospects. You should consider our business and prospects in light of the challenges we face, including the ones discussed in this section.

RISKS RELATING TO DEVELOPMENT, CLINICAL TRIALS AND REGULATORY APPROVAL OF OUR DRUG CANDIDATES

We may face intense competition and rapid technological change and the possibility that our competitors may develop therapies that are similar, more advanced, or more effective than ours, which may adversely affect our financial condition and our ability to successfully commercialize our drug candidates.

The pharmaceutical industry is subject to intense competition and we will face intense competition with respect to any drug candidates that we may seek to develop or commercialize in the future.

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RISK FACTORS

Many of our drug candidates will face competition from biologic drugs developed by major international and domestic pharmaceutical companies with the same targets as ours. For example, our Core Product, PB-119 long-acting glucagon-like peptide 1 ("GLP-1") receptor agonist primarily designed for the first-line treatment of T2DM and obesity. As of February 28, 2025, there were 16 GLP-1 receptor agonists approved in China and more than 20 GLP-1 receptor agonist candidates undergoing clinical trials for the treatment of T2DM in China. If and when we obtain regulatory approval for PB-119, we expect it will face (i) intense competition from approved drugs from multinational pharmaceutical companies, such as Exenatide and Lixisenatide; and (ii) potential competition from drug candidates under clinical development in China.

The ability of our drug candidates to successfully compete with other drugs of the same targets and gain market share will depend on various factors, including the timing of regulatory approval, the efficacy and safety profile of our drug candidates in comparison to other drugs, convenience of our dosing regimens, pricing and market coverage of our or our commercialization partner's sales and distribution channels. However, we cannot guarantee you that we will be able to successfully compete on all or any of the aforementioned aspects against major pharmaceutical companies that operate on a global or national level, which may have stronger medical and technological capabilities, greater pricing flexibility, better track records, greater brand name recognition or greater financial, marketing and public relations resources than we do.

Furthermore, our drug candidates will also face competition from biologic drugs with different targets developed for the same indication. For example, in addition to other glucagon-like peptide 1 ("GLP-1") receptor agonist, PB-119 will also compete with, among others, thiazolidinediones ("TZDs"), oral sulfonylureas, dipeptidyl peptidase-4 ("DPP-4") inhibitors, sodium-glucose co-transporter-2 ("SGLT-2") inhibitors, which are or will be approved by the NMPA for the treatment of T2DM in China. In addition, traditional non-biologic medications are widely prescribed for T2DM and obesity in China. The market competition may be further intensified with the potential development of generic medications once the relevant patents of brand name drugs have expired. We cannot guarantee you that biologic drugs will successfully replace these traditional therapies for the relevant patient population.

We could be unsuccessful in obtaining or maintaining adequate patent protection for one or more of our drug candidates through intellectual property rights, or if the scope of such intellectual property rights obtained is not sufficiently broad, third parties may compete directly against us.

Our commercial success will depend, in large part, on our ability to obtain and maintain patent and other intellectual property protection with respect to our drugs and drug candidates. We cannot be certain that patents will be issued or granted with respect to our patent applications that are currently pending, or that issued or granted patents will not later be found to be invalid and/or unenforceable, be interpreted in a manner that does not adequately protect our drug candidates, or otherwise provide us with any competitive advantage. The patent position of biotechnology and pharmaceutical companies is generally uncertain because it involves complex legal and factual considerations. Patent applications we had applied may not

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RISK FACTORS

be granted in the end. As such, we do not know the degree of future protection that we will have on our drugs and technology, if any, and a failure to obtain adequate intellectual property protection with respect to our drug candidates could have a material adverse impact on our business.

The scope of patent protection in various jurisdictions is uncertain. Changes in either the patent laws or their interpretation may diminish our ability to protect our inventions, obtain, maintain, defend, and enforce our intellectual property rights and, more generally, could affect the value of our intellectual property or narrow the scope of our patent rights. We cannot predict whether the patent applications we are currently pursuing and may pursue in the future will issue as patents in any particular jurisdiction or whether the claims of any future granted patents will provide sufficient protection from competitors.

The coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we own currently or in the future issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. In addition, the patent position of biopharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has been a common subject of litigation in recent years. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain.

Our business, financial condition, results of operations and prospects for the next couple of years are substantially dependent upon the successful approval and sales of PB-119. If we are unable to successfully obtain regulatory approvals, achieve commercialization or complete clinical development to expand indications for PB-119 in our targeted markets, or if we experience significant delays or cost overruns in doing any of the foregoing, our business, financial condition, results of operations and prospects could be materially and adversely affected.

We incurred significant expenses related to the research and development of our drug candidates during the Track Record Period. In 2023 and 2024, our research and development expenses amounted to RMB236.7 million and RMB95.4 million, respectively. We expect that we will continue to incur significant expenses related to the research and development and commercialization of our drug candidates in the future. To date, PB-119 is at the near-commercialized stage. We completed phase III clinical trials of PB-119 and its NDA was accepted in September 2023. We expected that our ability to generate significant revenue in the next several years will depend primarily on the successful regulatory approval, manufacture, marketing and commercialization of PB-119 in our targeted markets, which is subject to uncertainty on a global scale. Our ability to generate sales revenue from our drug candidates and our future profitability depends on a number of factors, including our ability to continue:

obtaining regulatory approvals and marketing authorizations in our targeted markets for PB-119;
obtaining market acceptance by hospitals, doctors, KOLs and others in the medical community for our drug candidates as viable treatment options;
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successful collaboration with third parties to launch and commercialize our drug candidates;
setting appropriate and favorable prices for our drug candidates and obtaining adequate reimbursement from third-party payers, including government payers;
maintaining commercially viable supply relationships with third parties;
addressing any competing technological and market developments; and
maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how.

In addition, because of the numerous risks and uncertainties on a global scale associated with regulatory approval in our targeted markets, we are unable to predict the timing or amount of increased expenses, or when, or if, we will be able to achieve or maintain profitability. In addition, our expenses could increase beyond expectations if we are required to perform studies in addition to those that we currently anticipate. Even if our drug candidates are approved for commercial sale, we anticipate incurring significant costs associated with the commercial launch of these drugs.

Our ability to become and remain profitable depends on our ability to generate revenue. Even if we are able to generate revenue from the sale of these drugs, we may not become profitable and may need to obtain additional funding to continue operations. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce our operations. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, expand our business or continue our operations. Failure to become and remain profitable may adversely affect the market price of our H Shares and our ability to raise capital and continue operations. A decline in the value of our Company could also cause you to lose all or part of your investment.

Clinical drug development involves a lengthy and expensive process with uncertain outcomes, and we may need to deprioritize certain drug candidates, and may be unable to commercialize our drug candidates at all.

We face uncertainties in clinical trial development which are subject to a variety of factors, including satisfactory safety and efficacy results from clinical trials, successful enrollment of patients, and performance of CROs and other parties involved in clinical trial development and others. In the past, we strategically deprioritized PB-201 to focus our resources on more promising pipeline programs. PB-201 is a candidate for the treatment of T2DM and was under Phase III clinical development in China when we decided to deprioritize it in 2023. Our decision was based on multiple factors including the anticipated competitive landscape and information about peer products leveraging the same underlying mechanism of action. We did not receive any regulatory objections or feedback that could not be addressed from the NMPA for the development of PB-201. We did not deprioritize other clinical-stage candidate or any indications of our current pipeline during the Track Record Period. In our

RISK FACTORS

future R&D efforts, we may experience numerous unexpected events during, or as a result of, clinical development that could delay or prevent our ability to receive regulatory approval or commercialize our drug candidates, including but not limited to the following events. Therefore, we cannot guarantee you that we will not deprioritize any of the drug candidates described in the "Business" section of this Prospectus.

regulators may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;
clinical trials of our drug candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon drug development programs;
the number of patients required for clinical trials of our drug candidates may be larger than we anticipate, enrollment may be insufficient or slower than we anticipate or patients may drop out at a higher rate than we anticipate;
our CROs may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all;
we might have to suspend or terminate clinical trials of our drug candidates for various reasons, including a finding of a lack of clinical response or a finding that participants are being exposed to unacceptable health risks;
regulators may require that we or our investigators suspend or terminate clinical research for various reasons, including non-compliance with regulatory requirements;
the cost of clinical trials of our drug candidates may be greater than we anticipate; or
the supply or quality of our drug candidates or other materials necessary to conduct clinical trials of our drug candidates may be insufficient or inadequate.

If we do not achieve one or more of these factors in a timely manner, we may be unable to commercialize our drug candidates at all which would materially harm our business, and we may fail to generate sufficient revenues or cash flows to continue our operations. These factors present uncertainty and material risks to our commercial success and may cause potential investors to lose a substantial amount, or substantially all, of their investments in our business.

In addition, two of our pipeline candidates, PB-2301 and PB-2309, are in the preclinical development stage. It is uncertain that we will be able to advance these preclinical-stage product candidates into clinical development, and as they have not been tested in human, they may experience longer development timelines, encounter greater uncertainty, and face higher clinical risks than our other clinical-stage product candidates.

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If our drug candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or may ultimately be unable to complete, the development and commercialization of our drug candidates.

Before obtaining regulatory approvals for the commercialization of our drug candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy of our drug candidates in humans. If the results of the clinical trials of our drug candidates are not positive or only modestly positive for proposed indications, or if they raise safety concerns, any or some of the following would occur:

regulatory approvals for our drug candidates would be delayed or denied;
we may be required to conduct additional clinical trials or other testing of our drug candidates beyond our current development plan;
we may be required to add labeling statements, such as a “boxed” warning or a contraindication;
we may be required to create a medication guide outlining the risks of the adverse effects for distribution to patients;
we may be required to implement a risk evaluation and mitigation strategy program, including medication guides, doctor communication plans and other risk management tools with restricted distribution methods and patient registries;
we may not be able to obtain regulatory approvals for all the proposed indications as intended;
we may be subject to restrictions on how the drug is distributed or used;
we may be sued or held liable for injury caused to individuals exposed to or taking our drug candidates;
we may be unable to obtain reimbursement for use of the drug; or
conditional regulatory approval of our drug candidates may require us to conduct confirmatory studies to verify the predicted clinical benefit and additional safety studies. The results from such studies may not support the clinical benefit, which would result in the approval being withdrawn.

If our drug candidates ultimately fails to receive regulatory approvals due to unsatisfactory clinical trial results, our business, financial condition, results of operations and prospects would be materially and adversely affected.

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Negative results from off-label drug use of our drug products could negatively impact our business, financial condition, results of operations and prospects and expose us to liability.

Products distributed or sold in the pharmaceutical market may be subject to off-label drug use beyond our control. Off-label drug use is prescribing a product for an indication, dosage or in a dosage form that is not in accordance with regulatory approved usage and labeling. In particular, the NDA for PB-119 in T2DM has been accepted by the NMPA. While the NDA of PB-119 is for the treatment of T2DM, we also intend to investigate PB-119 for other indications, such as obesity. After its launch, PB-119 may be used for purposes beyond its labelled use, such as for the treatment of obesity before this indication receives regulatory approval. Even though the NMPA and other comparable regulatory authorities actively enforce the laws and regulations prohibiting the promotion of off-label use, there remains the risk that PB-119 or our other drug candidates, upon regulatory approval for certain indications, are subject to off-label drug use, with indications, dosages or dosage forms that have not been approved by relevant regulatory authorities. The currently reported market of the treatment of obesity by GLP-1 receptor agonists may include off-label use. The occurrences of off-label use may render PB-119 or our other drug candidates less effective or entirely ineffective for those other indications at issue and may cause adverse effects, particularly if used at inappropriate dosage levels. Any of these occurrences can create negative publicity and significantly harm our business reputation, product brand name, commercial operations and financial condition. These occurrences may also expose us to liability of off-label use of PB-119 or our other drug candidates upon regulatory approval, which may subsequently cause, or lead to, a delay in the progress of our clinical trials and may also ultimately result in failure to obtain regulatory approval for our drug candidates. The illegal and/or parallel imports and counterfeit pharmaceutical products may reduce demand for our drug candidates, upon regulatory approval, and could have a negative impact on our business, financial condition, results of operations and prospects.

Our drug candidates may cause undesirable adverse events.

Undesirable adverse events caused by our drug candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the NMPA, FDA and other comparable regulatory authorities. Some of our pipeline products including our Core Product PB-119 are GLP-1-based candidates. The currently marketed GLP-1-based products and pipelines undergoing clinical trials have exhibited certain common adverse effects such as mild-to-moderate gastrointestinal disturbances. Results of our clinical trials could reveal a high and unacceptable severity or prevalence of adverse events. In such an event, our clinical trials could be suspended or terminated and the NMPA, FDA and other comparable regulatory authorities could order us to cease further development of, or deny approval of, our drug candidates for any or all targeted indications. Drug-related adverse events could affect patient recruitment or the ability of enrolled subjects to complete the trial, and could result in potential product liability claims. Any of these occurrences may harm our reputation, business, financial condition, results of operations and prospects significantly.

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Additionally, the recent shortage of GLP-1-based products has led to an increased consumption of compounded GLP-1-based medications — custom formulations that may contain the same active ingredients as the original drug but are not regulated for safety and efficacy. Compounded medications present a higher risk to patients compared to FDA-approved drugs. According to the FDA's adverse event database, there have been reports of fatalities associated with compounded GLP-1-based products, although the specific cause of death has not been determined and may not be linked to the GLP-1-based products. While these reports are not directly related to and are not indicative of the safety profile of our drug candidates, any negative publicity surrounding the potential risks of compounded GLP-1 products could adversely affect our reputation, clinical trials, and overall business operations.

Additionally if one or more of our drug candidates receives regulatory approval, and we or others later identify undesirable side effects caused by such drugs, a number of potentially significant negative consequences could result, including:

we may suspend marketing of the drug;
regulatory authorities may withdraw approvals of the drug;
regulatory authorities may require additional warnings on the label;
we may be required to develop risk evaluation and mitigation measures for the drug or, if risk evaluation and mitigation measures are already in place, to incorporate additional requirements under the risk evaluation and mitigation measures;
we may be required to conduct post-market studies;
we could be sued and held liable for harm caused to subjects or patients; and
our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of the particular drug candidate, and could significantly harm our business, financial condition, results of operations and prospects.

We may not be able to obtain or maintain Orphan Drug exclusivity for our product candidates.

Regulatory authorities in some jurisdictions, including the U.S., may designate drugs for relatively small patient populations as Orphan Drugs. In the U.S., Orphan Drug designation entitles a party to financial incentives such as tax advantages and user-fee waivers. In addition, if a product candidate that has Orphan Drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to Orphan Drug exclusivity, which means that the FDA may not approve any other applications, including

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an NDA, to market the same drug for the same indication for seven years, except in limited circumstances, including if the FDA concludes that the later drug is clinically superior to the approved drug. The FDA has granted Orphan Drug designation for our PB-722 for congenital hyperinsulinemia.

If we obtain Orphan Drug exclusivity, we may lose such exclusivity if the FDA determines that the request for designation was materially defective or if we are unable to assure sufficient quantity of the drug to meet the needs of patients with the rare disease or condition. Moreover, Orphan Drug exclusivity may not effectively protect our product candidates from competition because different drugs can be approved for the same condition. Even after an Orphan Drug is approved, the FDA or comparable foreign regulatory authority can subsequently approve the same drug for the same condition if such regulatory authority concludes that the later drug is clinically superior if it is shown to be safer, more effective or makes a major contribution to patient care. Orphan drug designation neither shortens the development time or regulatory review time of a product candidate nor gives the product candidate any advantage in the regulatory review or approval process.

Results of earlier clinical trials may not be predictive of results of later-stage clinical trials.

The results of preclinical studies and early clinical trials of our drug candidates may not be predictive of the results of later phase clinical trials. Drug candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial and early phase clinical trials. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials, for instance, the FDA's rejection to the NDA of Ocaliva developed by Intercept in 2023. Future clinical trial results of PB-718 for the treatment of NASH may not be favorable for various reasons, and ultimately we may not be able to successfully develop PB-718 for NASH.

In some cases, there can be significant variability in safety and/or efficacy results between different trials of the same drug candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations including genetic differences, patient adherence to the dosing regimen and other trial protocols and the rate of dropout among clinical trial participants. As drug candidates are developed through preclinical to early- to late-stage clinical trials towards approval and commercialization, it is customary that various aspects of the development program, such as manufacturing and formulation, are altered along the way in an effort to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives. In the case of any trials we conduct, results may differ from earlier trials due to the larger number of clinical trial sites and additional countries and languages involved in such trials. Any of these changes could make the results of planned clinical trials or other future clinical trials we may

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initiate less predictable and could cause our drug candidates to perform differently, which could delay completion of clinical trials, delay approval of our drug candidates and/or jeopardize our ability to commence commercialization of our drug candidates.

If we encounter delays or difficulties enrolling participants in our clinical trials, clinical development of our drug candidates could be delayed or otherwise adversely affected.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients or participants who remain in the trial until their conclusion. We may not be able to initiate or continue clinical trials for our drug candidates if we are unable to locate and enroll a sufficient number of eligible patients or participants to participate in these trials, or if there are delays in the enrollment of eligible patients or participants as a result of the competitive clinical enrollment environment. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons, including but not limited to:

design and eligibility criteria for the clinical trial in question;
perceived risks and benefits of the drug candidate under study;
our resources to facilitate timely enrollment in clinical trials;
patient referral practices of physicians;
availability of competing therapies also undergoing clinical trials;
our investigators' or clinical trial sites' efforts to screen and recruit eligible patients or participants; or
proximity and availability of clinical trial sites for prospective patients or participants.

In addition, some of our competitors have ongoing clinical trials for drug candidates that treat the same indications as our drug candidates, and patients or participants who would otherwise be eligible for our clinical trials may instead enroll in the clinical trials of our competitors' drug candidates, which may further delay our clinical trial enrollments.

Even if we are able to enroll a sufficient number of patients or participants in our clinical trials, delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect our ability to advance the development of our drug candidates.

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We may allocate our limited resources to pursue a particular drug candidate or indication and fail to capitalize on drug candidates or indications that may later prove to be more profitable or for which there is a greater likelihood of success.

As we have limited financial and managerial resources, we focus our product pipeline on research programs and drug candidates that we identify for selected indications. As a result, we may forgo or delay pursuit of opportunities with other drug candidates or for other indications that may later prove to have greater commercial potential or a greater likelihood of success. Our spending on current and future research and development programs and drug candidates for selected indications may not yield any commercially viable products. Furthermore, if we do not accurately evaluate the commercial potential or target market for a particular drug candidate, we may relinquish valuable rights to that drug candidate through licensing, collaboration or royalty arrangements in cases where it would have been more advantageous for us to retain sole development and commercialization rights to such drug candidate, or we may allocate internal resources to a drug candidate in a therapeutic area in which it would have been more advantageous to enter into a partnering arrangement.

The regulatory approval processes of the NMPA, FDA and other comparable regulatory authorities depend on numerous factors, and if we are ultimately unable to obtain regulatory approval for our drug candidates, our business will be substantially harmed.

The regulatory approval processes of the NMPA, FDA and other comparable regulatory authorities depend on numerous factors, some of which may be outside our control. Generally, such approvals take years to be obtained following the commencement of preclinical studies and clinical trials. For instance, it took us several years to develop our Core Product PB-119 between we initiated clinical development in early 2010s and before the NMPA accepted its NDA in September 2023, and we experienced the expedited clinical trial review and application process after the NMPA's reformation of its approval policies in 2015. We expect the development of our current and prospective pipeline candidates would be expedited, given the NMPA's reformation of its approval policies and support for the development of innovative drugs, as well as our accumulated experience. However, approval policies, regulations or the type and amount of clinical data necessary to gain approval may further change in the future during the course of a drug candidate's clinical development and may vary among jurisdictions.

We cannot guarantee that we will be able to obtain regulatory approvals for our other existing drug candidates or any drug candidates we may discover, in-license or acquire and seek to develop in the future. Our drug candidates could fail to receive the regulatory approval of the NMPA, FDA or a comparable regulatory authority for many reasons, including but not limited to:

disagreement with the design or implementation of our clinical trials;
failure to demonstrate that a drug candidate is safe and effective and potent for its proposed indication;
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failure of our clinical trial results to meet the level of statistical significance required for approval;
failure of our clinical trial process to pass relevant GCP inspections;
disagreement with our interpretation of data from preclinical studies or clinical trials;
insufficient data collected from the clinical trials of our drug candidates to support the submission and filing of an NDA or other submissions or to obtain regulatory approval;
failure of the manufacturer of our drug candidates to pass GMP inspections during the regulatory review process or across the production cycle of our drug candidates;
failure of our clinical sites to pass audits carried out by the NMPA, FDA or other comparable regulatory authorities, resulting in a potential invalidation of our research data;
changes in approval policies or regulations that render our preclinical and clinical data insufficient for obtaining approvals; or
failure of our clinical trial process to keep up with any scientific or technological advancements required by approval policies or regulations.

The NMPA, FDA or a comparable regulatory authority may require more information, including additional preclinical or clinical data, to support approval, which may delay or prevent approval and our commercialization plans. Even if we were to obtain approval, regulatory authorities may approve any of our drug candidates for fewer or more limited indications than we request, grant approval contingent on the performance of costly post-marketing clinical trials, or approve a drug candidate with an indication that is not desirable for the successful commercialization of that drug candidate. Any of the foregoing scenarios could materially harm the commercial prospects of our drug candidates.

We work with various third parties to develop our drug candidates. If these third parties fail to duly perform their contractual obligations or meet expected timelines, we may be unable to obtain regulatory approvals for, or commercialize, our drug candidates, and our business, financial condition and results of operations could be materially and adversely affected.

We have worked with and may continue to work with third parties on our ongoing preclinical and clinical programs. For example, we rely on CROs, clinical trial sites, consultants and other third parties to monitor, support and/or conduct preclinical studies and clinical trials of our drug candidates. We work with these parties to execute our preclinical studies and clinical trials, and control only certain aspects of their activities. Nevertheless, we

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are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocols, legal and regulatory requirements and scientific standards, and our collaboration with the CROs does not relieve us of our regulatory responsibilities. We, our CROs for our clinical programs and our clinical investigators are required to comply with GCPs, which are regulations and guidelines enforced by the NMPA, FDA and other comparable regulatory authorities for all of our drugs in clinical development. If we or any of our CROs or clinical investigators fail to comply with the applicable GCP, the clinical data generated in our clinical trials may be deemed unreliable and the NMPA, FDA or other comparable regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. In addition, our pivotal clinical trials must be conducted with products produced under GMP regulations. Any failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process.

If any of our relationships with these third-party CROs terminates, we may not be able to enter into arrangements with alternative CROs or to do so on commercially reasonable terms. In addition, our CROs are not our employees, and except for remedies available to us under our agreements with such CROs, we cannot control whether or not they devote sufficient time and resources to our ongoing clinical and nonclinical programs. If CROs fail to duly perform their contractual obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they or our clinical investigators obtain is compromised due to failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatory approvals for, or successfully commercialize, our drug candidates. Switching or adding additional CROs involves additional cost and delays, which can materially influence our ability to meet our desired clinical development timelines. Any of the foregoing events may cause cost increases, restrict our ability to generate revenue and have a material adverse effect on our business, financial condition, results of operations and prospects.

Our ability to generate future revenue is dependent on our ability to work effectively with collaborators to develop our drug candidates, including to obtain regulatory approvals. Our arrangements with collaborators will be critical to the successful commercialization of our drug candidates and future products. We rely on collaborators in various respects, including to undertake research and development programs and conduct clinical trials, manage or assist with the regulatory filings and approval process, and to assist with our commercialization efforts. We do not control our collaborators, and therefore there can be no assurance that these third parties will adequately and timely perform all of their obligations under their agreements with us. If they fail to complete the remaining studies successfully, or at all, it could delay or adversely affect the obtaining of regulatory approvals. There can be no assurance of the satisfactory performance of any of our collaborators, and if any of our collaborators breach or terminate their agreements with us, we may not be able to successfully commercialize the product which could materially and adversely affect our business, financial condition, cash flows and results of operations. In addition, we may rely on third parties to perform certain specification tests on our drug candidates prior to delivery to patients. If these tests are not appropriately carried out and test data are not reliable, patients could be put at risk of serious harm and regulatory authorities could place significant restrictions on us until deficiencies are remedied.

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If we cannot maintain or develop clinical collaborations and relationships with our principal investigators, key opinion leaders, physicians and experts, our results of operations and prospects could be adversely affected.

Our relationships with principal investigators (“PIs”), key opinion leaders (“KOLs”), physicians and experts play an important role in our research and development and marketing activities. We have established extensive interaction channels with PIs, KOLs, physicians and experts to gain first-hand knowledge of clinical needs and clinical practice trends, which is critical to our ability to develop new market-responsive drugs. However, we cannot assure you that we will be able to maintain or strengthen our clinical collaborations and relationships with our PIs and KOLs, physicians and experts, or that our efforts to maintain or strengthen such relationships will yield the successful development and marketing of new products. These industry participants may leave their roles, change their business or practice focus, choose to no longer cooperate with us or cooperate with our competitors instead. Even if they continue to cooperate with us, their market insights and perceptions, which we take into account in our research and development process, may be inaccurate and lead us to develop products that do not have significant market potential. Moreover, we cannot assure you that our academic promotion and marketing strategy will continue to serve as an effective marketing strategy. Industry participants may no longer want to collaborate with us or attend our conferences, and our marketing strategy may no longer be able to yield results that are commensurate to our efforts spent. If we are unable to develop new drugs or generate returns from our relationships with industry participants as anticipated, or at all, our business, financial condition and results of operations may be materially and adversely affected.

All material aspects of the research, development and commercialization of pharmaceutical products are heavily regulated. Any failure to comply with relevant laws and regulations may adversely affect the business, financial condition, results of operations and prospects of our Group.

All jurisdictions in which we intend to conduct our biopharmaceutical industry activities regulate these activities in great depth and detail. These jurisdictions strictly regulate the pharmaceutical industry, and in doing so they employ extensive regulations governing the development, approval, manufacturing, marketing, sales and distribution of pharmaceutical products. Differences in regulatory regimes across jurisdictions may lead to a higher compliance burden.

The process of obtaining regulatory approvals and compliance with appropriate laws and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable requirements at any time during the product development process and approval process, or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include but are not limited to: refusal to approve pending applications; withdrawal of an approval; license revocation; clinical hold; mandatory product recalls; product seizures; total or partial suspension of production or distribution; injunctions, refusals of government contracts; injunctions, fines and other civil or criminal penalties. Failure to comply with these regulations could therefore have a material adverse effect on our business.

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We may not be able to identify or discover new drug candidates, or to identify additional therapeutic opportunities for our drug candidates.

We may fail to identify drug candidates for clinical development for a number of reasons. For example, our research methodology may be unsuccessful in identifying potential drug candidates or those we identify may be shown to have harmful adverse effects or other characteristics that make them unmarketable or unlikely to receive regulatory approval. We have devoted significant resources to compound discovery efforts through our drug discovery approach, and we cannot guarantee that we will be successful in identifying potential drug candidates.

Research programs to pursue the development of our drug candidates for additional indications and to identify new drug candidates and drug targets require substantial technical, financial and human resources. Our research programs may initially show promise in identifying potential indications and/or drug candidates, yet fail to yield results for clinical development for a number of reasons, including but not limited to:

the research methodology used may not be successful in identifying potential indications and/or drug candidates;
potential drug candidates may, after further study, be shown to have harmful adverse effects or other characteristics that indicate they are unlikely to be effective drugs; or
it may take greater human and financial resources to identify additional therapeutic opportunities for our drug candidates or to develop suitable potential drug candidates through internal research programs than we will possess, thereby limiting our ability to diversify and expand our drug portfolio.

Accordingly, there can be no assurance that we will ever be able to identify additional therapeutic opportunities for our drug candidates or to develop suitable potential drug candidates through internal research programs, which could materially adversely affect our future growth and prospects. We may focus our efforts and resources on potential drug candidates or other potential programs that ultimately prove to be unsuccessful.

We invest substantial human and capital resources in research and development in order to develop our drug candidates and enhance our technologies, but we cannot guarantee that such efforts will lead to successful outcomes.

The global biopharmaceutical market is constantly evolving, and we must keep pace with new technologies and methodologies to maintain our competitive position. In 2023 and 2024, our research and development expenses were RMB236.7 million and RMB95.4 million, respectively. We intend to continue to strengthen our technical capabilities in the development and manufacture of our drug candidates, which requires substantial capital and time. We cannot assure you that we will be able to develop, improve or adapt to new technologies and

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methodologies, successfully identify new technological opportunities, develop and bring new or enhanced products to market, or obtain sufficient or any patent or other intellectual property protection for such new or enhanced products in a timely and cost-effective manner. Any failure to do so may render our previous efforts obsolete, which could significantly reduce the competitiveness of our technology platforms and drug candidates, and harm our business and prospects.

RISKS RELATING TO MANUFACTURING AND COMMERCIALIZATION OF OUR DRUG CANDIDATES

We intend to work with third parties for the commercialization of our drug candidates. We may fail to identify competent third parties for such purposes, fail to achieve the expected synergies with the clinical development partners, and have little or no control over the marketing and sales efforts of the commercialization partners.

We may pursue collaborative arrangements regarding the sales and marketing of our product candidates in China. We have entered into a commercialization agreement with TSL HK to promote the commercialization of PB-119 and PB-718 in Mainland China. After completion of Phase III clinical trials of PB-718, we and TSL HK shall confirm the commercialization arrangements of PB-718 in Mainland China, prior to filing the marketing authorization application with the NMPA. In May 2023, in accordance with the commercialization agreement and based on mutual agreements, the right of first refusal of the exclusive commercialization of PB-119 of TSL HK was terminated. We may also enter into commercialization agreements with other third parties. However, we may have little or no control over the marketing and sales efforts of those third parties beyond the contractual terms. Therefore, the actual revenue generated from the commercialization collaboration model may be lower than the anticipated revenue. We also face competition in our search for third parties to assist us with the sales and marketing efforts of our product candidates. We cannot assure you that we will be able to establish or maintain relationships with third-party collaborators at all, or within the desired timeframe, to successfully commercialize our product candidates, and as a result, we may not be able to generate product revenue.

On September 13, 2024, we entered into a commercialization collaboration arrangement with a leading domestic commercialization-stage pharmaceutical company in China for PB-119. Pursuant to the agreement, we are required to pay certain promotion service fee to the commercialization partner for its promotion activities carried out after PB-119 is being approved for commercialization. Depending on the status of PB-119's NRDL inclusion and the commercialization partner's ability to reach the various performance targets as set forth in the agreement, our promotion service fee may reach up to substantially all of the base amount of promotion service fee. As a result, we may not be able to generate profit from sales of PB-119 if we cannot cover the promotion service fee with our sales revenues and the payments we are entitled to receive as specified in the agreement. We cannot guarantee you that our commercialization efforts of PB-119 in mainland China will succeed. Furthermore, our commercialization efforts for PB-119 could be materially and adversely affected if we fail to obtain the required regulatory approval within the agreed timeline. Under the Collaboration

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Agreement, if we fail to obtain the drug registration certificate for PB-119 from the NMPA by March 31, 2025, our Commercialization Partner has the right to unilaterally terminate the agreement upon written notice. However, if such termination notice is not provided by the Commercialization Partner by June 30, 2025, the Collaboration Agreement will remain in effect, in which case both parties may need to engage in further negotiations regarding potential adjustments to the milestone events and payments. If our Commercialization Partner exercises its termination right, we would need to identify and secure a new commercialization partner or build our own commercialization infrastructure, which could result in significant delays and additional costs, materially impacting our ability to successfully commercialize PB-119 in mainland China. In addition, we cannot guarantee you that we are able to have PB-119 included in the NRDL in a timely manner, or at all. If PB-119 was not included in the NRDL timely or as expected, we may need to pay a significant amount of promotion service fees to our Commercialization Partner under the Collaboration Agreement and our ability to generate profit from sales of PB-119 will be adversely affected. For details, please refer to "Business — Commercialization — Collaboration Agreement for Commercializing PB-119 in Mainland China."

Beyond China, we may pursue collaborative arrangements regarding the future commercialization of our product candidates, including PB-119, in the United States and "Belt and Road Initiative" countries. As of the Latest Practicable Date, no overseas partners had been identified. However, we may not achieve the revenue and cost synergies expected from the collaboration. These synergies are inherently uncertain, and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and are beyond our control. Even if we achieve the expected benefits, they may not be achieved within the anticipated timeframe. Also, the synergies from our collaboration with partners may be offset by other costs incurred in the collaboration, increases in other expenses, operating losses or problems in the business unrelated to our collaboration. As a result, there can be no assurance that these synergies will be achieved.

Also, disputes may arise between us and our collaboration partners. Such disputes may cause delay or termination of commercialization of our drug candidates after their market launch, or may result in costly litigation or arbitration that diverts management attention and resources.

The market size of our drug candidates might be smaller than we expected.

Our estimates regarding our eligible patient population, pricing and available coverage and reimbursement determine our estimated market size, which may differ significantly from the actual market addressable by our drug candidates. Our estimates of both the number of people who have these diseases, as well as the subset of people with these diseases who have the potential to benefit from treatment with our drug candidates, are based on our beliefs and analysis. These estimates have been derived from a variety of sources, including patient foundations or market research, and may prove to be incorrect. Further, new studies may change the estimated incidence or prevalence of the diseases we are targeting. The number of our target patients may turn out to be lower than expected. Likewise, the potentially

RISK FACTORS

addressable patient population for each of our drug candidates may be limited or may not be receptive to treatment with our drug candidates, and new patients may become increasingly difficult to identify or access. If the market opportunities for our drug candidates are smaller than we estimate, it could have an adverse effect on our business, financial condition, results of operations and prospects.

Our Core Product has been developed for the indications of T2DM and obesity. However, given the presence of various prevention methods, such as adopting a healthier lifestyle that facilitates weight management, as well as existing and potential alternative treatment options (i.e. thiazolidinediones ("TZDs"), oral sulfonylureas, dipeptidyl peptidase-4 ("DPP-4") inhibitors for T2DM and Wegovy or Ozempic for the treatment of obesity), for our targeted indications, the market potential of the Core Product may be limited. As a result, even though the number of patients of our targeted indications may be large, the actual addressable patients of our drug candidates may be limited and smaller than we expected. Additionally, the growth of the NASH market in China might potentially be less pronounced than the global trend given the relatively lower level of obesity in China as compared to other countries, which could affect the number of addressable patients of our other drug candidates being developed for the NASH indication.

Our drug candidates may fail to achieve the degree of market acceptance by physicians, patients, third-party payers and others in the medical community necessary for commercial success.

Even if we are able to receive the requisite regulatory approvals of our existing and future drug candidates, such drug candidates may fail to gain sufficient market acceptance by physicians, patients, third-party payers and other relevant parties in the medical community. If drug candidates do not achieve an adequate level of acceptance, we may not generate significant revenue from our product portfolio and we may not become profitable. The degree of market acceptance of our drug candidates will depend on a number of factors, including but not limited to:

the clinical indications for which our drug candidates are approved;
physicians' and patients' perception of our drug candidates as a safe and effective treatment;
the potential and perceived advantages of our drug candidates over alternative treatments;
the prevalence and severity of any side effects;
product labeling or product insert requirements of the NMPA, FDA or other applicable regulatory authorities;
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limitations or warnings contained in the labeling approved by the NMPA, FDA or other applicable regulatory authorities;
the timing of market introduction of our drug candidates as well as competing drugs;
the cost of treatment in relation to alternative treatments;
the inclusion in the National Reimbursement Drug List (“NRDL”) (《國家醫保藥品目錄》) and other government-sponsored medical insurance programs, or by third-party payers;
the willingness of patients to pay out-of-pocket in the absence of coverage and reimbursement by third-party payers and government authorities;
relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; or
the effectiveness of our sales and marketing efforts.

If our drug candidates are approved but fail to achieve market acceptance among physicians, patients, hospitals or others in the medical community, we will not be able to generate significant revenue. Even if our drugs achieve market acceptance, we may not be able to maintain that market acceptance over time if new products or technologies are introduced that are more favorably received than our drugs, are more cost effective or render our drugs obsolete.

Our drugs may not be covered by reimbursement programs or may become subject to unfavorable reimbursement practices, either of which could harm our business.

Our ability to commercialize any approved drug candidates successfully also will depend in part on the extent to which reimbursement for these drugs and related treatments will be available from government health administration authorities and/or third-party payers, such as private health insurers and health maintenance organizations. The regulations that govern reimbursement for new therapeutic drugs vary substantially from country to country.

In China, the NRDL and Provincial Reimbursement Drug Lists (“PRDL”) (《省級醫保藥品目錄》) include drugs under the National Medical Insurance Catalogue, which affect the amounts reimbursable to program participants for those drugs. There can be no assurance that any of our drug candidates will be included in the NRDL or the PRDL after initial approval for commercial sale. Pharmaceutical products included in the NRDL or the PRDL are typically generic and essential drugs. Innovative drugs similar to our drug candidates have historically been more limited on their inclusion in the NRDL or the PRDL due to cost constraints. If we were to successfully launch commercial sales of our products but fail in our efforts to have our products included in the NRDL or PRDL, our revenue from commercial sales will be highly dependent on patient self-payment, which can make our products less competitive.

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In addition, a key trend in the global healthcare industry is cost containment. Government authorities and third-party payers have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. As a result, even if our drug candidates are successfully approved by the NRDL or PRDL or any other reimbursement programs sponsored by government health administration authorities and third-party payers, our potential revenue from the sales of these products could still decrease as a result of the significantly lowered prices we may be required to charge or potential deeper-than-expected price reduction required for our products to be included in such reimbursement programs due to price control policies. Increasingly, third-party payers are requiring that companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products.

We cannot assure you that reimbursement will be available for our drug candidates that we commercialize and, if reimbursement is available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, any approved drug candidate that we commercialize. Obtaining or maintaining reimbursement for approved drug candidates may be particularly difficult because of the higher prices often associated with drugs administered under the supervision of a physician. If reimbursement is not available or is available only to limited levels, we may not be able to successfully commercialize any drug candidate that we successfully develop.

There may also be significant delays in obtaining reimbursement for approved drug candidates, and reimbursement coverage may be more limited than the approved indications of the drug candidates by the NMPA, FDA or other comparable regulatory authorities. Moreover, eligibility for reimbursement does not imply that any drug will be paid for in all cases or at a rate that covers our costs, including research, development, manufacture, sale and distribution. Payment rates may vary according to the uses of the drugs and the clinical setting in which the drugs are used, may be based on payments allowed for lower cost drugs that are already reimbursed, and may be incorporated into existing payments for other services. Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payers and by any future weakening of laws that presently restrict imports of drugs from countries where they may be sold at lower prices. Our inability to promptly obtain reimbursement coverage at intended payment rates from both government funded and private payers for our drug candidates and any new drug candidates that we develop could have a material adverse effect on our business, operating results, and overall financial conditions.

We work with third parties to manufacture a portion of our drug candidates for clinical development and future commercialization. Our business could be harmed if those third parties fail to deliver sufficient quantities of products.

We currently do not have in-house manufacturing facilities to produce our drug candidates independently. Currently and in the long term future, we plan to work with qualified CDMOs (including CMOs) to manufacture product candidates for preclinical, clinical and commercial supply. We also procure technical services, including CRO and CDMO services and consulting services that support our clinical trials and preclinical studies.

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Reliance on third-party manufacturers would expose us to the following risks:

we may be unable to identify manufacturers on acceptable terms, or at all, because the number of potential manufacturers is limited and the NMPA, FDA or other comparable regulatory authorities must evaluate and/or approve any manufacturers as part of their regulatory oversight of our drug candidates;
our third-party manufacturers might be unable to timely manufacture our drug candidates or produce the quantity and quality required to meet our clinical and commercial needs, if any;
manufacturers are subject to ongoing periodic unannounced inspection and other government regulations by the NMPA, FDA or other comparable regulatory authorities to ensure strict compliance with GMP. We do not have control over third party manufacturers' compliance with these regulations and requirements;
we may not own, or may have to share, the intellectual property rights to any improvements made by our third-party manufacturers in the manufacturing process for our drug candidates;
manufacturers may not properly obtain, protect, maintain, defend or enforce our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability;
manufacturers may infringe, misappropriate, or otherwise violate the patent, trade secret, or other intellectual property rights of third parties;
raw materials and components used in the manufacturing process, particularly those for which we have no other source or supplier, may not be available or may not be suitable or acceptable for use due to material or component defects; and
our contract manufacturers and suppliers may be subject to inclement weather, as well as natural or man-made disasters.

The manufacture of pharmaceutical products is a highly exacting and complex process, and if we encounter problems in manufacturing our products, our business could be materially and adversely affected.

The manufacturing of our drug candidates is complex. Problems may arise during manufacturing for a variety of reasons, including but not limited to equipment malfunction, failure to follow specific protocols and procedures, changes in product specification, low quality or insufficient supply of raw materials, changes in the types of products produced, physical limitations that could inhibit continuous supply, man-made or natural disasters and

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other environmental factors. Products with quality issues may have to be discarded, resulting in product shortages or additional expenses. This could lead to, among other things, increased costs, lost revenue, damage to customer relationships, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products. If problems are not discovered before the product is released to the market, recall and product liability costs may also be incurred.

Manufacturing methods and formulation are sometimes altered through the development of drug candidates from clinical trials to approval, and further to commercialization, in an effort to optimize manufacturing processes and results. Such changes carry the risk that they will not achieve these intended objectives. Any of these changes could cause the drug candidates to perform differently and affect the results of planned clinical trials or other future clinical trials conducted with the altered materials. This could delay the commercialization of drug candidates and require bridging studies or the repetition of one or more clinical trials, which may result in increases in clinical trial costs, delays in drug approvals and jeopardize our ability to commence product sales and generate revenue.

Guidelines, recommendations, and studies published by various organizations could disfavor our drug candidates.

Government agencies, professional societies, practice management groups, private health and science foundations and organizations focused on various diseases may publish guidelines, recommendations or studies that affect our or our competitors' drugs and drug candidates. Currently, there are not any unfavorable guidelines, recommendations and studies published by various organizations in relation to our product candidates. However, any such guidelines, recommendations or studies that reflect negatively on our drug candidates, either directly or relative to our competitive drug candidates, could result in current or potential decreased use and/or sales of, and revenue from one or more of our drug candidates. Furthermore, our success depends in part on our ability to educate healthcare providers and patients about our drug candidates, and these education efforts could be rendered ineffective by, among other things, third parties' guidelines, recommendations or studies.

We may not be able to maintain effective quality control over our drug products.

The quality of our products, including drug candidates manufactured by us for research and development purposes, will depend significantly on the effectiveness of our quality control and quality assurance, which in turn depends on factors such as the production processes used in our manufacturing facilities, the quality and reliability of equipment used, the quality of our staff and related training programs and our ability to ensure that our employees adhere to our quality control and quality assurance protocol. We operate a comprehensive quality control system which extends across all key stages of the research and development, manufacturing and commercialization processes. This system is established and refined in accordance with the rigorous regulations and guidelines in China, the U.S. and Europe. See "Business — Research and Development." However, we cannot assure you that our quality control and quality assurance procedures will be effective in consistently preventing and resolving deviations from

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our quality standards or that our standard operating procedures will be complete or updated at all times. Any significant failure or deterioration of our quality control and quality assurance protocol or standard operating procedures could render our products unsuitable for use, result in gaps in the audit of our processes, jeopardize any GMP certifications we may have and/or harm our market reputation and relationship with business partners. Any such developments may have a material adverse effect on our business, financial condition and results of operations.

RISKS RELATING TO OUR FINANCIAL PROSPECTS

We have incurred significant net losses since inception and we may continue to incur net losses and may fail to achieve or maintain profitability in the future. As a result, you may lose substantially all of your investment in us if our business fails.

Investment in pharmaceutical or biotechnology companies is highly speculative. It entails substantial upfront capital expenditures and significant risk that a drug candidate will fail to gain regulatory approval or become commercially viable. We have incurred significant expenses related to the research and development of our drug candidates. In 2023 and 2024, our research and development expenses amounted to RMB236.7 million and RMB95.4 million, respectively. In addition, we also incurred other expenses related to our operations including administrative expenses. As a result, we recorded net losses of RMB279.2 million and RMB283.4 million in 2023 and 2024, respectively.

We expect to continue to incur significant expenses and operating losses for the foreseeable future as we carry out certain activities relating to our development, including, but not limited to, the following:

continue to advance the clinical trials and preclinical studies of our drug candidates;
seek regulatory approvals for our drug candidates to complete clinical development and commence commercialization;
commercialize any of our drug candidates for which we may obtain marketing approval;
seek to identify additional drug candidates;
address any competing technological and marketing developments, including new drugs developed by competitors;
maintain, protect and expand our intellectual property portfolio; and
create additional infrastructure to support our operations as a public company and our drug development and future commercialization efforts.
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We cannot guarantee that we will be able to obtain regulatory approvals for any of our drug candidates in a timely manner, or at all. In addition, none of our drug candidates has been approved for marketing in China or any other jurisdictions yet. Substantial investments may be incurred before we generate any revenue from product sales. Considering the numerous risks and uncertainties associated with regulatory approval, we are unable to accurately predict the timing or amount of additional expenses, or when, or if, we will be able to achieve or maintain profitability. Our expenses could increase beyond expectations if we are required by the NMPA, FDA or other applicable authorities to perform studies in addition to those that we currently anticipate. Even if our drug candidates are approved for commercial sale, we expect to continue incurring significant costs associated with the manufacturing and the commercial launch of the drug candidates.

We had net operating cash outflows during the Track Record Period.

Since our inception, our operations have consumed substantial amounts of cash. We had net cash used in operating activities of RMB233.3 million and RMB183.4 million in 2023 and 2024, respectively. Additionally, we are exposed to credit risk on the cash and cash equivalents deposited in financial institutions. In the event that any of them becomes insolvent and is taken into receivership by the relevant government agencies, there will be uncertainty as to the timing and extent to which we will be able to recover our cash on deposit at such financial institution.

While we believe we have sufficient working capital to fund our current operations for the next 12 months, we expect that we may experience net cash outflows from our operating activities for the foreseeable future. We may need to obtain substantial additional funding in connection with our continuing operations through public or private equity offerings, debt financing, collaborations or other sources. Adequate additional funding may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on reasonable terms, we could have to delay, limit, reduce or terminate our research and development programs or any future commercialization efforts. Our inability to obtain additional funding when we need it could seriously harm our business.

We may incur impairment losses for prepayments and other receivables.

Our prepayments and other receivables primarily consist of prepayments to suppliers, and other debtors and deposits. However, there is no guarantee that the suppliers and service providers will perform their obligations in a timely manner and we are subject to credit risk in relation to prepayments and other receivables. The assessment of impairment losses involves a significant degree of management judgments as well as estimates in determining the key assumptions, and unpredictable adverse changes in the future may also result in decreases in the value of our prepayments and other receivables. Therefore, we cannot assure you that these assumptions and estimates would not result in outcomes that require a material adjustment to the carrying amounts of our prepayments and other receivables in the future, which may in turn result in impairment losses. Any significant impairment losses of prepayments and other receivables in the future could have an adverse effect on our business, financial condition and results of operations.

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We have never generated any revenue from sales of drug products, and our ability to generate revenue from sales of drug products and become profitable depends significantly on our success in a number of factors.

We have no drug products approved for commercial sale, have not generated any revenue from drug product sales, and do not anticipate generating any revenue from drug product sales until sometime after we have received regulatory approval for the commercial sale of our drug candidates. Our ability to generate revenue and achieve profitability depends significantly on our success in many factors, including but not limited to:

completing research regarding, and nonclinical and clinical development of, our product candidates;
obtaining regulatory approvals and marketing authorizations for product candidates for which we complete clinical studies;
developing a sustainable and scalable manufacturing process for our product candidates, including establishing and maintaining commercially viable supply relationships with third parties and establishing our own manufacturing capabilities and infrastructure;
launching and commercializing product candidates for which we obtain regulatory approvals and marketing authorizations;
addressing any competing technological and market developments;
identifying, assessing, acquiring and/or developing new product candidates, intellectual property and technologies;
negotiating favorable terms in any collaboration, licensing, or other arrangements into which we may enter;
maintaining, protecting, expanding and enforcing our portfolio of intellectual property rights, including patents, trademarks, trade secrets, and know-how; or
attracting, hiring, and retaining qualified personnel.

Even if one or more of the product candidates that we develop is approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate. Our expenses could increase beyond expectations if we are required by the NMPA, FDA or other regulatory authorities to change our manufacturing processes or assays, or to perform clinical, nonclinical, or other types of studies in addition to those we currently anticipate. If we are successful in obtaining regulatory approvals to market one or more of our product candidates, our revenue will be dependent, in part, upon the size of the market for the relevant product in China or the relevant jurisdictions, the accepted price for the product to be

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paid with out-of-pocket expenses and the ability to get reimbursement for any amount. If the number of patients with our addressable disease is not as significant as we estimate, the indication approved by regulatory authorities is narrower than we expect, or the reasonably accepted population for treatment is narrowed by competition, physician choice or treatment guidelines, we may not generate significant revenue from sales of such products, even if approved. If we are not able to generate revenue from the sale of any approved products, we may never become profitable.

We may need to obtain substantial additional financing to fund our operations and expansion with the potential effect of diluting our shareholders' interest and restricting our operations, and if we fail to do so, we may be unable to complete the development and commercialization of our drug candidates.

During the Track Record Period, we financed our operations, including our research and development activities in relation to our preclinical studies and clinical trials, primarily through interest-bearing borrowings and equity financing. As of December 31, 2023 and 2024, our interest-bearing borrowings were RMB65.8 million and RMB100.0 million, respectively. We believe our current cash and cash equivalents and the estimated net proceeds from the Global Offering will be sufficient to meet our anticipated cash needs for at least the next 12 months from the date of this Prospectus. We expect to fund our future operations primarily with existing cash and cash equivalents, future potential payments received from our license and collaboration agreements, and net proceeds from the Global Offering. Upon the successful commercialization of one or more of our drug candidates, we expect to fund our operations in part with income generated from sales of our commercialized drug products. Changes in our ability to fund our operations may affect our cash flow and results of operations. Although we are conducting this Global Offering, we may nevertheless require substantial additional capital to meet our continued operating cash requirements, especially to fund our research and development activities, commercialization of our drug candidates and development of manufacturing capabilities. Our future funding requirements will depend on many factors, including but not limited to:

the progress, timing, scope and costs of our clinical trials, including the ability to timely identify and enroll patients in our planned and potential future clinical trials;
the outcome, timing and cost of regulatory approvals of our drug candidates;
the progress, timing, scope and costs related to discovery and early development of additional drug candidates;
the preparation required for anticipated commercialization of our drug candidates, and if regulatory approvals are obtained, to fund the product launch;
the manufacturing requirements and capabilities related to clinical development and future commercialization for any approved drug candidates;
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the amount and timing of any milestone and royalty payments we receive from or pay to our current or future collaborators;
the cost of filing, prosecuting, defending and enforcing any patent claims or other intellectual property rights;
the cash requirements of any future acquisitions and/or development of in-licensed pipeline drug candidates; and
our headcount growth and the associated costs.

As our business continues to expand, we may seek additional funding through equity offerings, debt financings, license and collaboration arrangements and other sources, which may not be available on terms favorable or commercially reasonable to us or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that may adversely affect your rights as a holder of our H Shares. Incurring additional debt could result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.

Our ability to raise funds will also depend on the prevailing financial, economic and market conditions and factors from other aspects, such as our relationship with commercial banks, many of which are beyond our control. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities, or the commercialization of one or more of our drug candidates, which may adversely affect our business prospects.

In the event that we enter into collaboration or licensing arrangements in order to raise capital, we may be required to accept unfavorable terms, including relinquishing or licensing to a third party on unfavorable terms our rights to technologies or drug candidates that we otherwise would seek to develop or commercialize ourselves or potentially reserve for future arrangements when we might be able to achieve more favorable terms.

We benefit from government grants, the expiration of or changes to which could adversely affect our profitability.

During the Track Record Period, we recognized RMB2.8 million and RMB0.3 million of government grants in other net income in 2023 and 2024, respectively. Some of the government financial incentives, grants or funding are granted on a project by project basis and/or are subject to the satisfaction of certain conditions, including compliance with the applicable financial incentive agreements, completion of the specific projects therein, and compliance with the conditions imposed including but not limited to maintaining operations or physical facilities. We cannot guarantee that we will satisfy all relevant conditions. If we fail to satisfy any such condition upon a corporate change or other difficulties to meet the conditions, we may be deprived of or be asked to return the relevant incentives, funding, and/or government grants, or we may be asked to repay our debt obligations early, if any, as the case may be. We cannot

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assure you of the continued availability of the government incentives currently enjoyed by us. Any reduction or elimination of incentives may have an adverse effect on our results of operations. In addition, we may not be able to receive government grants in the future, which may have an adverse effect on our financial condition and results of operations.

We are exposed to risks in connection with the fair value change of financial assets at FVPL.

During the Track Record Period, we invested in financial products which represent wealth management products and negotiable certificate of deposits with banks. Pursuant to the Guidance on Regulating Financial Institution’s Asset Management Business (《關於規範金融機構資產管理業務的指導意見》) promulgated by the People’s Bank of China, the China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission and the State Administration of Foreign Exchange on April 27, 2018, financial institutions selling wealth management products cannot guarantee the returns of principal and interest of such products. As a result, the returns of our investments in wealth management products were not guaranteed, and therefore were measured at fair value through profit or loss. Net changes in the fair value of our investments are recorded as our other income or losses, and therefore directly affect our results of operations. We may continue to invest in wealth management products in the future when we believe that we have surplus cash on-hand and the potential investment returns are stable and attractive. However, we cannot guarantee that we will not experience losses with respect to such investments in the future or that such losses or other potentially negative consequences due to such investments will not have material adverse effects on our results of operations. Furthermore, the respective fair value is determined by applying certain valuation techniques. Key valuation assumptions used to determine the fair value of the financial assets are subject to various uncertainties. Any change in the assumptions may lead to different valuation results and, in turn, changes in the fair value of these financial assets at FVPL.

We have granted, and may continue to grant, share-based awards, which may result in increased share-based payments and potential dilution of shareholding.

We have granted share-based payments to, among others, attract and retain outstanding individuals to serve the Company. We believe the granting of share-based payment is of significant importance to our ability to attract and retain key personnel and employees, and we may continue to grant share-based payment to employees in the future. Our equity-settled share-based payment expenses were RMB35.1 million and RMB145.5 million in 2023 and 2024, respectively. See Note 22 of the Accountants’ Report set out in Appendix I to this Prospectus. As a result, our expenses associated with share-based payment may increase, which may have an adverse effect on our results of operations. We may re-evaluate the vesting schedules, lock-up period, exercise price or other key terms applicable to the grants under our currently effective share incentive plans and any subsequently adopted share incentive plans from time to time. If we choose to do so, we may experience substantial change in our share-based payment charges. In addition, such share-awards may dilute the shareholding percentage of our existing Shareholders.

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RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and patent applications are due to be paid to the China National Intellectual Property Administration (“CNIPA”), the United States Patent and Trademark Office (“USPTO”) and other patent agencies in other jurisdictions in several stages over the lifetime of a patent. The CNIPA, the USPTO and other governmental patent agencies also require compliance with a number of procedural, documentary, and other similar provisions during the patent application process. We work with our counsel and professionals to help us comply with these requirements with respect to our intellectual property. Although an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which non-compliance can result in abandonment, loss of priority or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include the failure to respond to official actions within prescribed time limits, nonpayment of fees, and failure to properly legalize and submit formal documents. In any such event, our competitors or other third parties might be able to enter the market, which would have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects.

We may not be able to protect our intellectual property rights throughout the world or prevent unfair competition by third parties.

We focus on protecting our intellectual property rights in our target markets, primarily the China, United States and Europe. Filing, prosecuting, maintaining and defending patents on drug candidates in all other countries throughout the world could be prohibitively expensive for us. Our intellectual property rights in other jurisdictions, if obtained, can have a different scope and strength compared to those in our target markets. In addition, the laws of certain jurisdictions do not protect intellectual property rights to the same extent as the laws of other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own drugs and further, may export otherwise infringing drugs to jurisdictions where we have patent protection. Consequently, we may not be able to prevent third parties from using our inventions in all jurisdictions outside our target markets, or from selling or importing drugs made using our inventions into our target markets or other jurisdictions. These drugs may compete with our drug candidates and our patent rights or other intellectual property rights may not be effective or adequate to prevent them from competing.

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We may from time to time be involved in lawsuits to protect or enforce our patents and other intellectual property, which could be expensive, time-consuming and unsuccessful and may delay us from developing or commercializing our drug candidates. Our patent rights relating to our drug candidates could be found invalid or unenforceable if being challenged.

Litigation relating to patents and other intellectual property rights is common in the pharmaceutical industries, and is inherently uncertain. Even if successful, litigation may result in substantial costs and reputational harm, and distraction of our management and other employees. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be inevitably compromised by disclosure during discovery.

Competitors may infringe our patents. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time consuming. In any infringement proceeding, the defendant may be able to counterclaim that our patent is invalid and/or unenforceable, and a court may uphold such claims, or otherwise refuse to stop the opposing party from using the technology at issue, on the potential grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent application at risk of not being issued.

On the other hand, if a third party were to assert claims of patent infringement, misappropriation of trade secrets, or violation of other intellectual property rights against us, even if we believe such claims are without merit, a court of competent jurisdiction could hold that these third-party patents and rights are valid, enforceable and infringed, and the holders of any such patents and rights may be able to block our ability to commercialize the applicable product unless we obtained a license from them, or until such patents or rights expire or are finally determined to be invalid or unenforceable. Defending against claims of patent infringement, misappropriation of trade secrets or other violations of intellectual property rights could also be costly and time-consuming, regardless of the outcome. Thus, even if we were to ultimately prevail, or to settle at an early stage, such litigation could burden us with substantial unanticipated costs.

During the course of any intellectual property litigation, there could be public announcements of the results of hearings, rulings on motions, and other interim proceedings in the litigation. If securities analysts or investors perceive these announcements as negative, the perceived value of our drug candidates, future drugs, programs or intellectual property could be diminished. Accordingly, the market price of our H Shares may decline. Such announcements could also harm our reputation or the commercialization of our drug candidates, which could have a material adverse effect on our business. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to conduct our clinical trials and continue our in-house research programs.

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Unfavorable outcomes in intellectual property litigation could limit our research and development activities and/or our ability to commercialize our drug candidates.

If third parties successfully assert their intellectual property rights against us, we might be barred from using certain aspects of our technology, or barred from developing and commercializing our drug candidates. Prohibitions against using certain technologies, or prohibitions against commercializing our drug candidates, could be imposed by a court or by a settlement agreement between us and a plaintiff. In addition, if we are unsuccessful in defending against allegations that we have infringed, misappropriated or otherwise violated patent or other intellectual property rights of others, we may be forced to pay substantial damage awards to the plaintiff. There is inevitable uncertainty in any litigation, including intellectual property litigation. There can be no assurance that we would prevail in any intellectual property litigation, even if the case against us is weak or flawed.

We may face intellectual property disputes with our business partners or other third parties.

We may be subject to claims that former employees, collaborators, contractors or other third parties have an interest in our patents or other intellectual property, for example as an inventor or co-inventor. When enforcing our rights in our patents or other intellectual property, we may be subject to counterclaims that we do not own or possess clean title to one or more patents or patent applications that cover development, manufacture, and commercialization of one or more of our drug candidates. If we are unsuccessful in any interference proceedings or other priority or validity disputes (including any patent oppositions) to which we or they are subject, we may lose valuable intellectual property rights through the loss of one or more patents, or our patent claims may be narrowed, invalidated, or held unenforceable. In addition, if we are unsuccessful in any inventorship or ownership disputes to which we or they are subject, we may lose valuable intellectual property rights, such as exclusive ownership of, or the exclusive right to use, our patents.

If our trademarks and trade names are not adequately protected, we may not be able to build brand recognition in our markets of interest and our business may be adversely affected.

We own registered trademarks. We may not always be able to obtain and ensure trademark protection in territories that we consider of significant importance to us. In addition, any of our trademarks or trade names, whether registered or unregistered, may be challenged, opposed, infringed, cancelled, circumvented or declared generic, or determined to be infringing on other marks, as applicable. We may not be able to protect our rights to these trademarks and trade names, which we will need in order to build name recognition by potential collaborators or customers in our markets of interest. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

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Intellectual property rights do not necessarily protect us from all potential threats to our competitive advantage.

As it is the case with other pharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents and trademarks of our trade names. The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The illustrative examples include but are not limited to:

others may be able to make products that are similar to our drug candidates but that are not covered by the claims of the patents that we own;
we might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own or may in the future exclusively license, which could result in the patent applications not issuing or being invalidated after issuing;
we might not have been the first to file patent applications covering certain of our inventions, which could result in the patent applications not issuing or being invalidated after issuing;
others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;
it is possible that our pending patent applications will not lead to issued patents;
issued patents that we own may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;
we may obtain patents for certain compounds many years before we receive NDA approval for drugs containing such compounds, and because patents have a limited life, which may begin to run prior to the commercial sale of the related drugs, the commercial value of our patents may be limited;
our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive drugs for commercialization in our major markets;
we may fail to develop additional proprietary technologies that are patentable;
we may fail to apply for or obtain adequate intellectual property protection in all the jurisdictions in which we operate;
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the patents of others may have an adverse effect on our business, for example by preventing us from commercializing one or more of our drug candidates for one or more indications; or
our competitors might develop biosimilar drugs if the patent protection of our drug candidates will be expired.

Any of the aforementioned threats to our competitive advantage could have a material adverse effect on our business.

The life of patent protection is limited, and third parties could be able to circumvent our patents by developing similar or alternative products and technologies in a non-infringing manner, or develop and commercialize products and technologies similar or identical to ours and compete directly against us after the expiration of our patent rights, if any, and our ability to successfully commercialize any product or technology would be materially adversely affected.

The life of a patent and the protection it affords is limited. For example, in China, if all maintenance fees are timely paid, the invention patents, design patents and utility model patents are valid for 20 years, 15 years and 10 years from its filing date, respectively, with potential patent term compensation for invention patents under the current Patent Law of the PRC. Even if we successfully obtain patent protection for an approved product candidate, it may face competition from generic or biosimilar medications. Manufacturers of generic or biosimilar drugs may challenge the scope, validity or enforceability of our patents in court or before a patent office, and we may not be successful in enforcing or defending those intellectual property rights and, as a result, may not be able to develop or market the relevant product exclusively, which would materially adversely affect any potential sales of that product.

Patent terms may not be adequate to protect our competitive position on our product candidates in the absence of patent linkage, patent term extensions and other exclusivities. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such product candidates might expire before or shortly after such product candidates are commercialized. As a result, our patents and patent applications may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. Even if we believe that we are eligible for certain patent term extensions, there can be no assurance that the applicable authorities will agree with our assessment of whether such extensions are available, and such authorities may refuse to grant extensions to our patents, or may grant more limited extensions than we request. The pending patent applications, if issued, for our product candidates are expected to expire on various dates as described in "Business — Intellectual Property." Upon the expiration of our patents that may issue from our pending patent applications, we will not be able to assert such patent rights against potential competitors, which would materially adversely affect our business, financial condition, results of operations and prospects. Additionally, the patent expiration of certain other peer products may lead to the entry of generic drug products, subject to market conditions, regulatory trends and the strategic focus of market players.

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According to Article 42 of the Patent Law of the PRC issued on October 17, 2020 and implemented on June 1, 2021, for the purpose of compensating for the time taken to evaluate and approve a new drug to be put on market, CNIPA shall grant compensation for duration of patent right for invention of a new drug approved to be put on market in China upon request of the patentee. The compensation period shall not exceed five years, and the total validity period of patent right for a new drug approved to be put on market shall not exceed 14 years.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

In addition to our patents, we rely on trade secrets and confidential information, including but not limited to unpatented know-how, technology and other proprietary information to maintain our competitive position and to protect our drug candidates. We seek to protect these trade secrets and confidential information, in part, by entering into confidentiality agreements with parties that have access to them, such as our employees, outside collaborators, CROs, consultants and other third parties. However, any of these parties may breach such agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches. Substantiating and winning a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we may have no means to prevent them from using that technology or information to compete with us, and our competitive position would be harmed.

Furthermore, many of our employees including our senior management, were previously employed at other pharmaceutical or biotechnology companies, which may include our competitors or potential competitors. Although we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants and advisors have used or disclosed intellectual property, including trade secrets or other proprietary information, of any of the former employers of such employees, consultants and advisors. We were not aware of any such claims threatened or pending as of the Latest Practicable Date, but there is no assurance that we will not be subject to such claims or involved in litigations to defend against such claims in the future. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and reputational harm, and be a distraction to our management.

In addition, while we typically require our employees, consultants and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with every party who is actually involved in developing intellectual property that we regard as our own. Further, the assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, each of which may result in claims by or against us related to the ownership of such intellectual property. If we fail in prosecuting or defending any

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such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our management and scientific personnel and could have a material adverse effect on our business, financial condition, results of operations and prospects.

Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our drug candidates.

The laws and regulations governing patents could be revised from time to time that would affect our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. Our existing patent rights and future patent applications may face certain potential influence. Such changes may impact the value of our patent rights or our other intellectual property rights. For instance, the United States has enacted wide-ranging patent reform legislation. The United States Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents once obtained, if any.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We may encounter difficulties in managing our growth and expanding our operations successfully.

As we seek to advance our drug candidates through clinical trials and eventually achieve commercialization, we will need to expand our development, regulatory, manufacturing, sales and marketing capabilities or contract with third parties to provide these capabilities for us. In addition, we may need to manage additional relationships with various strategic partners, suppliers and other third parties. Future growth will impose significant additional responsibilities on our management. Our future financial performance and our ability to commercialize our drug candidates and to compete effectively will depend, in part, on our ability to manage any future growth effectively. We cannot assure you that we will be able to successfully develop and commercialize our drug candidates and build suitable manufacturing, sales, marketing and managerial teams to meet our growth targets. Our failure to accomplish any of these tasks could prevent us from successfully growing our company.

We may be subject to product liability lawsuits that could cause us to incur substantial liabilities.

We face an inherent risk of product liability as a result of the clinical testing and any future commercialization of our drug candidates, subject to limited immunity that we may seek in connection with some of our product candidates. For example, we may be sued if our drug candidates cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may

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include allegations of defects in manufacturing, defects in design, improper, insufficient or improper labelling of products, insufficient or misleading disclosures of side effects or dangers inherent in the product, negligence, strict liability and a breach of warranties. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our drug candidates. Even successful defense would require significant financial and management resources. There is also risk that third parties we have agreed to indemnify could incur liability. Regardless of the merits or eventual outcome, liability claims may result in:

decreased demand for our drug candidates or any resulting products;
injury to our reputation;
withdrawal of clinical trial participants;
costs to defend the related litigation;
a diversion of management's time and our resources;
substantial monetary awards to trial participants or patients;
product recalls, withdrawals or labeling, marketing or promotional restrictions;
loss of revenue;
the inability to commercialize our drug candidates; and
a decline in our Share price.

If we are unable to defend ourselves against such claims, among other things, we may be subject to civil liability for physical injury, death or other losses caused by our products and to criminal liability and the revocation of our business licenses if our products are found to be defective. In addition, we may be required to recall the relevant products, suspend sales or cease sales. Even if we are able to successfully defend ourselves against any such product liability claims, doing so may require significant financial resources and the time and attention of our management.

We may be involved in claims, disputes, litigation, arbitration or other legal proceedings in the ordinary course of business.

From time to time, we may be involved in claims, disputes and legal proceedings in our ordinary course of business. These may concern issues relating to, among others, product liability, environmental matters, breach of contract, employment or labor disputes and infringement of intellectual property rights. Any claims, disputes or legal proceedings initiated by us or brought against us, with or without merit, may result in substantial costs and diversion

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of resources, and if we are unsuccessful, could materially harm our reputation. Furthermore, claims, disputes or legal proceedings against us may be due to our counterparties, such as our suppliers, CROs and other service providers. Even if we are able to seek indemnity from them, they may not be able to indemnify us in a timely manner, or at all, for any costs that we incur as a result of such claims, disputes and legal proceedings.

Our Single Largest Group of Shareholders have had and will continue to have substantial influence over the outcome of shareholder actions in our Company. The interests of our Shareholder may not be aligned with the interests of our other Shareholders.

Upon completion of the Global Offering, Single Largest Group of Shareholders will hold 26.00% of our total issued and outstanding Shares. As a result, Single Largest Group of Shareholders, will have significant influence over our business, including decisions regarding mergers, consolidations, liquidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions.

It may take actions that are not in the best interest of us or our other Shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our Company, which could have the effect of depriving our other Shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of the Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that other holders of our ordinary shares may view as beneficial.

Our future success depends on our ability to retain key executives and to attract, hire, retain and motivate other qualified and highly skilled personnel.

Our success depends in part on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel. We are highly dependent upon our senior management, as well as other key clinical and scientific personnel, and other key employees.

Competition for qualified employees in the biopharmaceutical industry is intense and the pool of qualified candidates is limited. In recent years, the average staff costs in the global biopharmaceutical market, particularly for highly skilled and experienced personnel, has been rising steadily. We cannot assure you that there will be no significant increase in our staff costs, especially as we continue to expand our business and operations. Despite an increase in staff costs, we may still not be able to retain the services of experienced senior management or key clinical and scientific personnel in the future. The departure of one or more of our senior management or key clinical and scientific personnel, whether or not they join a competitor or form a competing company, may subject us to risks relating to finding replacements in a timely manner or at all, which may disrupt our drug development progress and have a material and adverse effect on our business, financial condition, results of operations and prospects. We will also need to hire additional employees as we expand our commercialization and manufacturing teams.

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We may be subject to disasters, health epidemics, acts of war, terrorism, business disruptions and other force majeure events, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

Natural disasters, acts of war, terrorism or other force majeure events beyond our control may adversely affect the economy, infrastructure and livelihood of the people in the regions where we conduct our business. Our operations, and those of our third-party research institution collaborators, suppliers and other contractors and consultants, may be under the threat of natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak of a widespread health epidemic, such as swine flu, avian influenza, severe acute respiratory syndrome, or SARS, Ebola, Zika, COVID-19, force majeure events such as power, water or fuel shortages, failures, malfunction and breakdown of information management systems, unexpected maintenance or technical problems, or potential wars or terrorist attacks.

The occurrence of a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments could materially disrupt our business and operations. For example, since the end of December 2019, the outbreaks of a novel strain of coronavirus COVID-19 have materially and adversely affected the global economy. Many countries and regions had been affected by the COVID-19 outbreaks. There is no assurance that such kind of health epidemic or even a more severe pandemic will not occur again in the future.

There also could occur serious natural disasters, which may result in loss of lives, injury, destruction of assets and disruption of our business and operations. Damage or extended periods of interruption to our corporate, development, research or manufacturing facilities due to fire, disaster, epidemics, power loss, communications failure, unauthorized entry or other events could cause us to cease or delay development or commercialization of some or all of our drug candidates. As we rely on third parties on various services and supplies, the occurrence of any of the foregoing events could seriously harm ability to obtain services or supplies if such third parties are affected by disasters, epidemics, business interruptions and other force majeure events. In addition, our insurance might not cover all losses under such circumstances and our business may be seriously harmed by such delays and interruption. Acts of war or terrorism may also injure our employees, disrupt our business network and destroy our markets. Any of the foregoing events and other events beyond our control could have an adverse effect on the overall business sentiment and environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition, results of operations and prospects.

Counterfeits of our products and the illegal and/or parallel import of competing drugs in the global market could negatively affect our sales and our reputation.

Certain products distributed or sold in the pharmaceutical market may be manufactured without proper licenses or approvals, or are fraudulently mislabeled with respect to their content or manufacturers. These products are generally referred to as counterfeit pharmaceutical products. Globally, the counterfeit pharmaceutical product control and

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enforcement system may be inadequate to discourage or eliminate the manufacturing and sale of counterfeit pharmaceutical products imitating our products. Since counterfeit pharmaceutical products in many cases have very similar appearances compared with the authentic pharmaceutical products but are generally sold at lower prices, counterfeits of our products can quickly erode our sales volume of the relevant products. Moreover, counterfeit products may or may not have the same chemical composition as our products do, which may make them less effective than our products, entirely ineffective or more likely to cause severe adverse side effects. This could expose us to negative publicity, reputational damage, fines and other administrative penalties, and may even result in litigation against us. The existence and prevalence of counterfeit pharmaceutical products, products of inferior quality and other unqualified products in the global market may negatively impact the reputation of participants in the pharmaceutical industry, like us. As a result of these factors, the continued proliferation of counterfeit pharmaceutical products and illegal anti-viral drugs in the global market could affect our sales and reputation and expose us to liability claims.

If we or our business partners fail to protect data and privacy of subjects in our clinical trials, or the medical institutions that we conduct clinical trials at or provide services to, our reputation will be damaged and we might be subject to fines or other regulatory punishments.

We or our business partners need to collect and store non-personally identifiable data and information of clinical trial participants, which require us and our business partners such as clinical trial institutions and medical institutions to maintain an effective control system to protect such data and information. The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Regulatory authorities in virtually every major target market in which we operate or intend to operate have implemented and are considering a number of legislative and regulatory proposals concerning personal data protection.

Whilst we have adopted security policies and measures to protect our proprietary data and subjects' privacy, misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of personal data might not be avoided due to human error, employee misconduct or system breakdown. We also cooperate with third parties including principal investigators, hospitals and other third parties for our clinical trials. 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 privacy policies or privacy-related legal obligations, or any compromise of information security that results in the unauthorized release or transfer of personally identifiable information or other patient data, could cause our customers to lose trust in us and could expose us to legal claims. Although we have made efforts to ensure our compliance with the applicable privacy regulations in the relevant jurisdictions, we may not be capable of adjusting our internal policies in a timely manner and any failure to comply with applicable regulations could also result in regulatory enforcement actions against us.

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Complying with all applicable laws, regulations, standards and obligations relating to privacy and data security may cause us to incur substantial operational costs or require us to modify our data processing practices and processes. Non-compliance could result in proceedings against us by data protection authorities, governmental entities or others, including class action privacy litigation in certain jurisdictions, which would subject us to significant fines, penalties, judgments and negative publicity. In addition, if our practices are not consistent or viewed as not consistent with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, severe criminal or civil sanctions and reputational damage. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects.

We are subject to stringent privacy laws and information security policies related to data privacy and security, and we may be exposed to risks relating to personal or other sensitive information.

On December 28, 2021, the Cyberspace Administration of China ("CAC"), jointly with other 12 governmental authorities, promulgated the Measures for Cybersecurity Review (《網絡安全審查辦法》) (the "MCR"), which became effective from February 15, 2022. Pursuant to Article 2 of the MCR, if a critical information infrastructure operator purchases network products and services or a network platform operator conducts any data processing activity that affects or may affect national security, a cybersecurity review shall be carried out according to the MCR. In accordance with Article 7 of the MCR, a network platform operator possessing personal information of more than one million users must apply to the Cybersecurity Review Office for cybersecurity review when listing abroad (國外上市).

As of the Latest Practicable Date, (i) we had not been notified of the results of any determination that we have been identified as a critical information infrastructure operator by the relevant governmental authorities; (ii) we had been focused on the discovery and development of differentiated therapeutics for chronic diseases, and had not conducted any business involving the collection, usage, storage or processing of personal information of users through network information technology or via internet and had not possessed personal information of more than one million users; and (iii) we had not received any notification of cybersecurity review from the relevant governmental authorities, nor had we been involved in any investigations on cybersecurity review initiated by CAC or received any inquiry, notice, warning, or sanctions in such respect. Therefore, as advised by our PRC Legal Adviser, taking into consideration the above and provided that there is no material change to our current business and no further rules are introduced and no significant changes to the MCR is made by the relevant governmental authorities, our Directors believe cybersecurity review under the article 2 and article 7 of the MCR shall not be applicable to us.

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However, the MCR was released recently, certain provisions of which are subject to clarification by the relevant governmental authorities. If we were deemed having conducted any data processing activity that “affects or may affect national security” by the relevant regulatory authorities, we may be subject to cybersecurity review under the MCR. If we fail to pass such cybersecurity review, our Listing may be impeded, our business operations may be adversely affected, and/or we may be subject to other penalties and/or actions by the competent governmental authorities.

On September 24, 2024, the State Council issued the Regulation on the Administration of Cyber Data Security (《網絡數據安全管理條例》) (the “Cyber Data Security Regulation”), which became effective from January 1, 2025. The Cyber Data Security Regulation stipulated certain requirements on network data processing activities, the security and protection of network data, and the reasonable and effective use of network data, and further shed light on the protection of personal information, security of important data, management of cross-border security of network data and obligations of network platform service providers. The Cyber Data Security Regulation required, among others, where network data processing activities carried out by a network data processor affect or may affect national security, national security review shall be conducted in accordance with relevant PRC regulations. However, as the Cyber Data Security Regulation provided no further explanation or interpretation for “affect or may affect national security”, if we were deemed having carried our any network data processing activities that “affect or may affect national security”, we may be subject to the national security review under article 13 of the Cyber Data Security Regulation, failing which may subject us to fines, penalties, suspension of relevant business and revocation of relevant business permits, and thus our business operations may be adversely affected.

On July 7, 2022, CAC promulgated the Measures for the Security Assessment of Cross-border Data Transfer (《數據出境安全評估辦法》), which took effect on September 1, 2022 and required that the data processors providing data overseas and falling under any of the following circumstances shall apply for the security assessment of cross-border data transfer: (i) where a data processor intends to provide important data overseas; (ii) where a critical information infrastructure operator or a data processor processing personal information of more than 1,000,000 people intends to provide personal information overseas; (iii) where s data processor who has provided personal information of 100,000 people or sensitive personal information of 10,000 people overseas accumulatively since January 1, 2021 intends to provide personal information overseas; and (iv) other circumstances where the security assessment of cross-border data transfer is required by CAC. As of the Latest Practicable Date, as our business operations had not fallen under any of the above-mentioned circumstances, our Directors believed the security assessment of cross-border data transfer under the Measures for the Security Assessment of Cross-border Data Transfer shall not be applicable to us currently.

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We may be restricted from transferring our scientific data abroad.

On March 17, 2018, the General Office of the State Council promulgated the Measures for the Management of Scientific Data (《科學數據管理辦法》) (the “Scientific Data Measures”), which provides a broad definition of scientific data and relevant rules for the management of scientific data. According to the Scientific Data Measures, enterprises in China must seek governmental approval before any scientific data involving a state secret may be transferred abroad or to foreign parties. Further, any researcher conducting research funded at least in part by the Chinese government is required to submit relevant scientific data for management by the entity to which such researcher is affiliated before such data may be published in any foreign academic journal. Given the term state secret is not clearly defined, if and to the extent our research and development of drug candidates will be subject to the Scientific Data Measures and any subsequent laws as required by the relevant government authorities, we cannot assure you that we can always obtain relevant approvals for sending scientific data (such as the results of our preclinical studies or clinical trials conducted within China) abroad or to our foreign partners in China. If we are unable to obtain necessary approvals in a timely manner, or at all, our research and development of drug candidates may be hindered, which may materially and adversely affect our business, financial condition, results of operations and prospects. If the 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 fines and other administrative penalties imposed by those government authorities. In addition, according to the Administration of Human Genetic Resources (《人類遺傳資源管理條例》) promulgated in May 2019 and the PRC Biosecurity Law (《中華人民共和國生物安全法》) promulgated in October 2020, if any scientific data falls within the scope of Chinese human genetic resources, any transfer of such data outside of China will be subject to the prior approval of the PRC Ministry of Science and Technology. There can be no assurance that we will be able to obtain such approval in a timely manner, or at all.

Our future investments or acquisitions may have a material adverse effect on our reputation, business, financial condition, results of operations and prospects.

We may in the future evaluate and consider a wide array of investments and acquisitions that we believe can augment our overall business strategy. We may be engaged in discussions or negotiations with respect to one or more of these types of transactions. These transactions involve significant challenges and risks, including but not limited to:

difficulties integrating into our operations the personnel, operations, products and services;
technology, internal controls and financial reporting of companies we acquire;
disrupting our ongoing business, distracting our management and employees and increasing our expenses;
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losing skilled professionals as well as established client relationships of the businesses we invest in or acquire;
for investments over which we do not obtain management and operational control, we may lack influence over the controlling partner or shareholder, which may prevent us from achieving our strategic goals in such investment;
new regulatory requirements and compliance risks that we become subject to as a result of acquisitions in new industries or otherwise;
actual or alleged misconduct or non-compliance by any company we acquire or invest in (or by its affiliates) that occurred prior to our acquisition or investment, which may lead to negative publicity, government inquiry or investigations against such company or against us;
unforeseen or hidden liabilities or costs that may adversely affect us following our acquisition of such targets;
regulatory hurdles including the anti-monopoly and competition laws, rules and regulations in connection with any proposed investments and acquisitions;
the risk that any of our pending or other future proposed acquisitions does not close;
the costs of identifying and consummating investments and acquisitions;
the use of substantial amounts of cash and potentially dilutive issuances of equity securities;
the occurrence of significant goodwill impairment charges and amortization expenses for other intangible assets; or
challenges in achieving the expected benefits of synergies and growth opportunities in connection with these acquisitions and investments.

Any such negative developments described above could disrupt our existing business and have a material adverse effect on our reputation, business, financial condition, results of operations and prospects.

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If we engage in acquisitions or strategic partnerships, this may increase our capital requirements, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

From time to time, we may evaluate various acquisitions and strategic partnerships, including licensing or acquiring complementary products, intellectual property rights, technologies or businesses. Any completed, in-process or potential acquisition or strategic partnership may entail numerous risks, including but not limited to:

increased operating expenses and cash requirements;
the assumption of additional indebtedness or contingent or unforeseen liabilities;
assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;
the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;
retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;
risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products and pipeline products and regulatory approvals; and/or
our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

As a result, we may not be able to realize the benefit of or choose to exercise any options under current or future collaborations, strategic partnerships or the license of our third-party drugs if we are unable to successfully integrate such products with our existing operations and company culture, which could delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following a strategic transaction or license, we will achieve the revenue or specific net income that justifies such transaction. If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have to curtail the development of a drug candidate, reduce or delay our research and development program or one or more of our other research and development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to fund and undertake development or commercialization activities on our own, we may need to obtain additional expertise and additional capital, which may not be available to us on acceptable terms or at all. If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development and

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commercialization activities, we may not be able to further develop our drug candidates or bring them to market and generate product sales revenue, which would harm our business, financial condition, results of operations and prospects.

In addition, if we undertake acquisitions, we may assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense.

There may be additional financial burdens on our Company if our subsidiaries are unable to obtain additional funds from their minority shareholders or if such minority shareholders exit.

As of the Latest Practicable Date, each of Shanghai Hanmai and Shanghai Maiji, our subsidiaries, was held as to approximately 64.77% by our Company, and as to approximately 35.23% by other seven minority shareholders in aggregate. See "History, Development and Corporate Structure — Our Subsidiaries" for further details of Shanghai Hanmai and Shanghai Maiji.

Shanghai Hanmai and Shanghai Maiji may require additional funds to meet their continued operating cash requirements in the future, especially to fund their R&D activities. There is no assurance that the minority shareholders of Shanghai Hanmai and Shanghai Maiji will be able or willing to contribute additional funds, failing which our Company may need to provide additional financial support to Shanghai Hanmai and Shanghai Maiji, which could result in increased financial burden on our Company. Moreover, there is a risk that the minority shareholders of Shanghai Hanmai and Shanghai Maiji may choose to exit their investments due to commercial considerations, financial considerations, or market conditions, under which circumstances our Company may need to either find new investors for such subsidiaries or increase its own investment therein to maintain the required funding levels for them, leading to additional financial burdens on our Company.

If we, or our CROs, CDMOs or other contractors and business partners fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations may involve the use of hazardous and flammable materials, including chemicals materials, and may produce hazardous wastes. We may contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials and wastes, whether arising from our own operations or those of our CROs, CDMOs or other contractors and business partners, now or in the future. In the event of such contamination or injury, we could be held liable for any resulting damages, and such liabilities could exceed our resources. We could also incur significant costs associated with civil or criminal fines and penalties.

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In addition, we may incur substantial costs to ensure compliance with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may affect our research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

We may be subject, directly or indirectly, to applicable anti-kickback, false claims laws, physician payment transparency laws, fraud and abuse laws or similar healthcare and security laws and regulations in China and other jurisdictions, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers, including physicians and others, play a primary role in the recommendation and prescription of products for which we may seek regulatory approval. If we obtain approval from the NMPA, FDA or other regulatory authorities for any of our drug candidates and if we then begin to market those drugs in the PRC or in the United States, our operations may be subject to federal and state fraud and abuse laws in the PRC, United States and other countries, including the federal Anti-Kickback Statute and the False Claims Act, as well as physician payment transparency laws and regulations, including the Federal Physician Payment Act. Our current and future operations also may be subject to regulation by U.S. federal, state and local authorities including, among others, the Centers for Medicare and Medicaid Services and other divisions within the U.S. Department of Health and Human Services such as the Office of the Inspector General and the Office for Civil Rights. We may also be subject to state laws that require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government. There are ambiguities as to what is required to comply with any of these requirements, and if we fail to comply with any such requirements, we could be subject to applicable penalties.

Efforts to ensure that our business arrangements with third parties are in compliance with applicable healthcare laws and regulations will involve substantial costs. Regulatory authorities could conclude that our business practices may not comply with current or future fraud, abuse or other healthcare laws or regulations. If any such actions are instituted against us, and if we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in governmental healthcare programs, contractual damages, reputational damage, diminished profits and future earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and have a material adverse effect on our business, financial condition, results of operations and prospects.

If any of the physicians or other providers or entities with whom we expect to do business is found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government-funded healthcare programs, which may also adversely affect our business.

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If we fail to comply with applicable anti-bribery laws, our reputation may be harmed and we could be subject to penalties and significant expenses that have a material adverse effect on our business, financial condition and results of operations. We may be unable to detect, deter and prevent all instances of fraud or other misconduct committed by our employees or other third parties.

We are subject to anti-bribery laws in China that generally prohibit companies and their intermediaries from making payments to government officials for the purpose of obtaining or retaining business or securing other improper advantages. In addition, although currently our primary business operations are in China, our future expansion of footprint beyond China may subject us to laws such as the Foreign Corrupt Practices Act of the United States, which generally prohibits us from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Although we have policies and procedures designed to ensure that we, our employees, agents and intermediaries comply with anti-bribery laws, there is no assurance that such policies or procedures will always effectively prevent our employees, agents and intermediaries from engaging in bribery activities. Failure to comply with anti-bribery laws could disrupt our business and lead to severe criminal and civil penalties, including imprisonment, criminal and civil fines, loss of our export licenses, suspension of our ability to do business with the government, denial of government reimbursement for our products and/or exclusion from participation in government healthcare programs. Other remedial measures could include further changes or enhancements to our procedures, policies, and controls and potential personnel changes and/or disciplinary actions, any of which could significantly affect our business, financial condition, results of operations and prospects. We could also be adversely affected by any allegation that we violated such laws.

Any failure to comply with applicable laws and regulations and industry standards or obtain various licenses and permits could harm our reputation, business, financial condition, results of operations and prospects.

A number of governmental agencies or industry regulatory bodies in the PRC and other applicable jurisdictions impose strict rules, regulations and industry standards governing biopharmaceutical research and development activities, which apply to us. Our or our business partners' failure to comply with such regulations could result in the termination of ongoing research, administrative penalties imposed by regulatory bodies or the disqualification of data for submission to regulatory authorities. This could harm our reputation, business, financial condition, results of operations and prospects.

Pursuant to relevant laws and regulations, we are required to obtain, maintain and renew various approvals, licenses, permits and certificates from relevant authorities to operate our business. Any failure to obtain or renew any approvals, licenses, permits and certificates necessary for our operations may result in enforcement actions including orders issued by the relevant regulatory authorities to take remedial actions, suspend our operations or impose fines and penalties which could materially and adversely affect our business, financial condition, results of operations and prospects. If the interpretation or implementation of laws and regulations is adjusted in the future or new regulations come into effect, or the criteria used in

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reviewing applications for, or renewals of permits, licenses and certificates change to adapt to new developments, we may be required to obtain any additional approvals, permits, licenses or certificates and we cannot assure you that we will be able to do so. Our failure to obtain the additional approvals, permits, licenses or certificates may restrict the conduct of our business, increase our costs, and in turn, adversely affect results of operations and prospects.

Any government investigation of alleged violations of laws could require us to expend significant time and resources in response and generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our products. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our Company and our results of operations will be adversely affected.

If we become a party or are subject to litigation, legal or contractual disputes, governmental investigations or administrative proceedings, our management's attention may be diverted and we may incur substantial costs and liabilities.

We may also from time to time become a party to various litigation, legal disputes, claims, administrative proceedings or other administrative measures arising in the ordinary course of our business. On-going litigation, legal disputes, claims, administrative proceedings or other administrative measures may divert our management's attention and consume their time and our other resources. Furthermore, any litigation, legal disputes, claims, administrative proceedings or other administrative measures which are initially not of material importance may escalate and become important to us, due to a variety of factors, such as the facts and circumstances of the cases, the likelihood of loss, the monetary amount at stake and the parties involved. Negative publicity arising from litigation, legal disputes, claims, administrative proceedings or other administrative measures may damage our reputation and adversely affect the image of our brands and products. In addition, if any verdict or award is rendered against us or we are imposed any fines or penalties, we could be required to pay significant monetary damages, assume other liabilities and even to suspend or terminate the related business ventures or projects. Consequently, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our business significantly depends on our reputation, and any negative publicity on us or failure to maintain and enhance our recognition and reputation may materially and adversely affect our business, financial condition, results of operations and prospects.

We believe that market awareness and recognition of our brand image, and the maintenance of a positive brand image, is crucial to the success of our business. While we will continue to promote our brands to remain competitive, we may not be successful in doing so. In addition, we may engage various third parties, such as contract sales organizations, to expand our commercialization network and increase market access for our drugs, which can make it increasingly difficult to effectively manage our brand reputation, as we have relatively limited control over these third parties.

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Any negative publicity, including disputes concerning us, our business partners or our affiliates, even if untrue, could adversely affect our reputation and prospects. Moreover, if we are unable to maintain a good reputation, our ability to attract and retain key employees and business partners could be harmed which, in turn, may materially and adversely affect our business, financial condition, results of operations and prospects.

Our reputation is vulnerable to potential threats that can be difficult or impossible to control, and costly or impossible to remediate. Negative publicity about us, such as alleged misconduct or improper activities, or negative rumors relating to us, our management, employees, business partners or affiliates, can harm our business, financial condition, results of operations and prospects, even if they are unsubstantiated or are later satisfactorily addressed. Any regulatory inquiries or investigations or other actions against our management, any perceived unethical, fraudulent, or inappropriate business conduct by us or perceived wrong doing by any key member of our management team or other employees, our business partners or our affiliates, could harm our reputation and materially and adversely affect our business. Regardless of the merits or final outcome of such regulatory inquiries, investigations or actions, our reputation may be substantially damaged, which may impede our ability to attract and retain talent and business partners and grow our business.

Moreover, any negative media publicity about the pharmaceutical industry in general, including issues and allegations solely involving other companies in the industry, may also negatively impact our reputation.

In the event that such negative publicity relates to our own products and business, the adverse impact on our financial condition or results of operations might be more significant. Any such negative publicity may undermine the public confidence in our products, reputation, brand image, business prospects, and impair the development and commercialization of our drug candidates, all of which may adversely affect our business operations and financial performance. Investigations and increasingly stringent regulations arising from such negative publicity, if any, may draw time and attention from our management team, which would have otherwise been devoted into our business operations, or may incur additional compliance expenses.

Our information technology systems, or those of our CROs, CDMOs or other contractors and business partners, may fail or suffer security breaches.

Despite the implementation of security measures, our information technology systems and those of our CROs, CDMOs, consultants and other service providers are vulnerable to damage from computer viruses, unauthorized access, cyberattacks, natural disasters, terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our research and development programs. For example, our data may not be backed up in a timely manner and the loss of clinical trial data from ongoing or future clinical trials for any of our drug candidates could result in delays in regulatory approval efforts and significantly increase costs

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to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our drug candidates could be delayed.

If we fail to maintain effective internal controls, we may not be able to accurately report our financial results or prevent fraud, and our reputation, business, financial condition, results of operations and prospects could be materially and adversely affected.

We will become a public company upon completion of the Global Offering, and our internal controls will be essential to the integrity of our business and financial results. Our public reporting obligations are expected to place a strain on our management, operational and financial resources and systems in the foreseeable future. In order to address our internal controls issues and to generally enhance our internal controls and compliance environment, we have taken various measures to improve our internal controls and procedures including adopting new policies and providing training on our controls, procedures and policies to our employees. In addition, in preparation for the Global Offering, we have implemented other measures to further enhance our internal controls, and plan to take steps to further improve our internal controls. If we encounter difficulties in improving our internal controls and management information systems, we may incur additional costs and management time in meeting our improvement goals. We cannot assure you that the measures taken to improve our internal controls will be effective. If we fail to maintain effective internal controls in the future, our reputation, business, financial condition, results of operations and prospects may be materially and adversely affected.

We have limited insurance coverage, and any claims beyond our insurance coverage may result in our incurring substantial costs and a diversion of resources.

We maintain insurance policies that are required under the PRC laws and regulations as well as based on our assessment of our operational needs and industry practice. In addition to employee social and medical insurances, our principal insurance policies also cover adverse events in clinical trials. We currently do not maintain insurance for environmental liability or property loss. For additional information, see "Business — Insurance." According to CIC, our insurance policy is in line with the industry practice. Our insurance coverage may be insufficient to cover any claims that we may have. Any liability or damage to, or caused by, our facilities or our personnel beyond our insurance coverage may result in our incurring substantial costs and a diversion of resources and may negatively impact our product development and overall operations.

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Difficult conditions and turbulence in the global economic, political and financial environment may adversely affect our business, financial condition, results of operations and prospects.

Geopolitical, economic and market conditions, including factors such as the liquidity of the global financial markets, the level and volatility of debt and equity prices, interest rates, currency and commodities prices, investor sentiment, inflation and the availability and cost of capital and credit have been and will continue to affect the countries where we operate. The stress experienced by the global financial markets in 2020 due to the COVID-19 pandemic, the series of measures taken by major economies in response and the consequences of such measures continue to impact the global economy in varying degrees in different regions over the years. The financial markets continue to be impacted by general uncertainty, and growth rates have declined recently. In addition, tighter monetary policy in the United States could further undermine financial stability in emerging market economies. Central banks around the world, including in the United States and several large emerging markets, have tightened monetary policy and have indicated that they would continue to do so in the near future. The financial conditions of banking institutions have come under severe pressure and deterioration, as exemplified by the proposed restructuring of Credit Suisse Group AG and the failures of Silicon Valley Bank and Signature Bank in the first quarter of 2023, driven by bank runs or simultaneous withdrawals by depositors due to various reasons, including lack of confidence in the banking system. The slow economic recoveries around the world and the high inflation, high interest environment have contributed to higher global volatility. These developments may adversely impact global liquidity, heighten market volatility and increase U.S. dollar funding costs resulting in tightened global financial conditions and fears of a recession. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and could also adversely affect the countries where we operate, which could in turn affect our business, financial condition, results of operations and prospects.

Changes in U.S. and international trade policies, particularly with regard to China, may cause disruptions to our clinical development, drug manufacturing processes and other aspects of our business and operations.

The U.S. government has made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies towards China. It remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, or other trade matters. It is unknown whether new tariffs will be imposed, or whether new laws and regulations will be enacted, or the effect that any such actions would have on us or our industry. While we have not commenced commercial sales of drug candidates, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the import or export of raw materials and disrupt our drug development and the manufacturing of our drug candidates. Such unfavorable policies may also negatively impact the hiring of scientists and other research and development personnel, the demand for and competitiveness of our drugs, or prevent us from selling our drugs in

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certain countries. If any new tariffs, policies, legislation and/or regulations are announced or implemented, or if existing trade agreements are renegotiated, such changes could have an adverse effect on our business, financial condition, results of operations and prospects.

RISKS RELATING TO DOING BUSINESS IN THE JURISDICTIONS WE OPERATE

Changes in economic, social conditions and policies may impact our business, financial condition, results of operations and prospects.

Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects to a significant degree rely on the economic and social conditions in the PRC generally.

The PRC economy has experienced significant growth over the past decades and we expect the PRC economy will continue to grow. Various measures have been implemented to encourage economic growth. Some of these measures may benefit the overall PRC economy, but may have an effect on us. In addition, certain measures implemented based on the overall economic situation may affect our business, financial condition, results of operations and prospects.

Furthermore, in recent years, the U.S.-China relations also give rise to uncertainties on the global economy. Since 2018, the United States government imposed several rounds of tariffs on Chinese products. In retaliation, the PRC government responded with tariffs on U.S. products. The trade tensions were accompanied with escalating economic restrictions and sanctions, which created further uncertainties and volatilities to the global markets. Since 2019, the United States government has imposed increasing restrictions on Chinese technology companies exporting sensitive U.S. goods. In 2021, the United States government blacklisted over 40 Chinese technology companies, citing activities contrary to the national security or foreign policy interests of the United States. The future development and lasting impact of the U.S.-China relations on the chronic disease therapeutics industry remain uncertain. Should the U.S.-China relations materially impact the global economy, the purchasing power of our customers may decrease, which will have an adverse effect on our business operation and financial performance.

There might be uncertainties in effecting service of legal process and enforcing foreign judgments against us and our management in the PRC.

We are a company incorporated under the laws of the PRC, and a significant portion of our assets and the majority of our Directors and senior management are located in the PRC. As a result, it may be difficult for the investors to directly effect service of process within the United States or elsewhere outside the PRC upon us or most of our Directors and senior management in the PRC. Moreover, judgments rendered in jurisdictions with which the PRC does not have treaties that provide for the reciprocal recognition and enforcement of judicial rulings and awards may not be so recognized or enforced in the PRC.

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On July 14, 2006, the Supreme People's Court of the PRC and the government of the Hong Kong Special Administrative Region entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by Courts of the Mainland and the Hong Kong Special Administration Region Pursuant to Choice of Court Agreements between Parties Concerned (《關於內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商事案件判決的安排》）(the “Arrangement”). Under the Arrangement, where any designated PRC court or any designated Hong Kong court has made an enforceable final judgment requiring payment of money in a civil or commercial case pursuant to a choice of court agreement in writing, any party concerned may apply to the relevant PRC court or Hong Kong court for recognition and enforcement of the judgment. A judgment rendered by a Hong Kong court may not be enforced in Mainland China if the parties in dispute have not agreed to enter into a choice of court agreement in writing.

On January 18, 2019, the Supreme People's Court and the government of the Hong Kong Special Administrative Region entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region (《關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排》）(the “New Arrangement”), which seeks to establish a mechanism with further clarification on and certainty for reciprocal recognition and enforcement of judgments in a wider range of civil and commercial matters between Mainland China and Hong Kong. The New Arrangement does not include the requirements for a choice of court agreement in writing by the parties. The New Arrangement has come into effect on January 29, 2024 and superseded the Arrangement. After the New Arrangement became effective, a judgment rendered by a Hong Kong court can generally be recognized and enforced in the PRC even if the parties in the dispute do not enter into a choice of court agreement in writing.

There may be new laws or regulations promulgated or interpretations of the laws and regulations in the future that may affect our business, financial condition, results of operations and prospects.

We are governed by the laws, rules and regulations in the jurisdictions we operate. Due to the rapid development and iteration of economic activities, there may be new laws or regulations promulgated or interpretations of laws and regulations in the jurisdictions we operate in the future. And we are thus required to understand and be familiar with the interpretation and implementation of relevant laws and regulations in a timely manner, or otherwise we may violate relevant laws and regulations.

Laws, regulations or implementation policies including those regulating the healthcare and pharmaceutical industry, are evolving to account for changes such as those in the industry and the global best practices. The pharmaceutical industry is subject to comprehensive regulation and many aspects of our business depend on the receipt of the relevant government authorities' approvals and permits.

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In recent years, the regulatory framework regarding the pharmaceutical industry has undergone a series of changes, and we expect relevant healthcare regulatory authorities in the jurisdictions we operate to continue to promulgate rules and regulations to optimize the drug approval system. Any such new requirements or future changes or amendments may result in increased compliance costs on our business or cause us to spend more time than anticipated to develop and commercialize our drug candidates, thereby adversely affect our business, financial condition, results of operations and prospects.

Required procedures on the remittance of Renminbi into and out of the PRC may affect our ability to pay dividends and other obligations, and affect the value of your investment.

Procedures on the remittance of Renminbi into and out of the PRC are required under the relevant PRC laws and regulations. A substantial majority of our future revenue is expected to be denominated in Renminbi and we will need to convert Renminbi into foreign currencies for the payment of dividends, if any, to holders of our H Shares. Shortages in the availability of foreign currency may affect our ability to remit sufficient foreign currency to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations.

Under the relevant PRC laws and regulations, foreign exchange transactions under the current account conducted by us, including the payment of dividends, do not require advance approval from China's State Administration of Foreign Exchange ("SAFE"), but we are required to present relevant documentary evidence of such transactions and conduct such transactions at designated foreign exchange banks within China that have the licenses to carry out foreign exchange business. Approval from appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

Holders of our H Shares may be subject to PRC income tax obligations.

Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC resident enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the gains realized upon the sale or other disposition of H Shares.

Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for the income derived in China under the PRC Individual Income Tax Law (the "IIT Law") and its implementation guidelines. Accordingly, we are required to withhold such tax from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the foreign individual resides reduce or provide an exemption for the relevant tax obligations. However, pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax (《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》) (Cai Shui Zi [1994] No. 020) issued by the MOF and SAT on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of enterprises with foreign investment are exempted from individual income tax for the time being. In addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of H shares are subject to

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individual income tax at a rate of 20% on gains realized upon the sale or other disposition of H shares. However, pursuant to the Circular of Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares (《關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》) (Cai Shui Zi [1998] No. 61) issued by the MOF and the SAT on March 30, 1998, from January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises continues to be exempted from individual income tax.

As of the Latest Practicable Date, no aforesaid provisions had expressly provided that individual income tax shall be levied on non-PRC resident individual holders on the transfer of shares in PRC resident enterprises listed on overseas stock exchanges. However, there is no assurance that the PRC tax authorities will not levy income tax on non-PRC resident individual holders on gains from the sale of H shares.

For non-PRC resident enterprises that do not have establishments or premises in China, and for those that have establishments or premises in China but whose income is not related to such establishments or premises, under the PRC Enterprise Income Tax Law and its implementation regulations, dividends paid by us and gains realized by such foreign enterprises upon the sale or other disposition of H Shares are subject to PRC enterprise income tax at a 10% rate. In accordance with the Circular on Issues Relating to Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) (Guo Shui Han [2008] No. 897) issued by SAT on November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises (or other non-PRC owners holding H shares through non-PRC enterprises) that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities' approval.

Despite the arrangements mentioned above, the interpretation and application of applicable PRC tax laws and regulations by the competent tax authorities shall be in accordance with the then effective laws and regulations, and new taxes may be imposed which may materially and adversely affect the value of your investment in our H Shares.

We are subject to risks in relation to our social insurance and housing provident fund contributions.

Pursuant to the Social Insurance Law of the PRC (《中華人民共和國社會保險法》) and the Regulations on the Administration of Housing Provident Funds (《住房公積金管理條例》), we are required to make contributions to the social insurance plans and the housing provident fund under the relevant PRC laws and regulations for our employees.

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During the Track Record Period, we engaged third-party human resources agencies to pay social insurance premium and housing provident funds, as requested by the relevant employees. Pursuant to the agreement entered into between such third-party human resources agencies and us, the third-party human resources agencies would pay social insurance premium and housing provident funds for such employees on behalf of us. As of the Latest Practicable Date, the third-party human resources agencies provided such funds for five of our employees. As of the Latest Practicable Date, (i) such employees had confirmed such arrangement that the third-party human resources agencies pay the social insurance premium and housing provident funds for them on behalf of us, and had raised no objections in relation thereto; (ii) there had been no disputes between us, such employees and the third-party human resources agencies with regard to such arrangement; and (iii) we had not received any notice of rectification from, or been imposed any administrative penalty by, the relevant governmental authorities as a result of such arrangement. As advised by our PRC Legal Adviser, taking into consideration the above, the risk of us being subject to material penalties as a result of paying the social insurance premium and housing provident funds for the relevant employees through third-party agencies which thus have a material adverse effect on our financial condition or results of operations taken as a whole is relatively low. However, if the relevant governmental authorities are of the view that such arrangement does not satisfy the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period of time, failing which the relevant governmental authorities could apply to the People's Court for enforcement, but no penalties are provided under the relevant PRC laws and regulations; and, in respect of social insurance premium, we might be ordered to pay the outstanding balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging from one to three times the total outstanding balance. In the event that the relevant governmental authorities do not recognize the amount of social insurance premium and housing provident funds that we contributed through third-party agencies, it may be deemed a failure to make full contributions, with the social insurance premium and housing provident funds paid by third-party human resources agencies on behalf of us for 2023 and 2024 amounted to RMB609.4 thousand and RMB723.9 thousand, respectively. This in turn may adversely affect our financial condition and results of operations.

We have enhanced our internal control measures requiring social insurance and housing provident fund contributions to be made in compliance with relevant PRC laws and regulations. In particular, we plan to regularly review and monitor the reporting and contributions of social insurance premium and housing provident funds and consult our PRC Legal Adviser on a regular basis to keep us abreast of relevant regulatory developments. For details, see "Business — Employees."

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We are subject to risks associated with our leased properties.

We have leased certain properties in China as our offices. Pursuant to the Measures for Administration of Lease of Commodity Properties (《商品房屋租赁管理辦法》), which was promulgated by the Ministry of Housing and Urban-Rural Development of the PRC (中華人民共和國住房和城鄉建設部) on December 1, 2010 and became effective on February 1, 2011, both lessors and lessees are required to file the lease agreements for registration and obtain property leasing filing certificates for their leases. In practice, as the filing of the lease agreements requires the coordination of both lessors and lessees, we cannot assure you that the lessors will cooperate and complete the registration in a timely manner. Although we have reached out to our lessors for their necessary support with regard to the filing of the lease agreements, as of the Latest Practicable Date, we and our lessors failed to register all four lease agreements with relevant governmental authorities due to various reasons, including without limitation, the failure or unwillingness of the lessors to provide relevant documents. Although failure to register the lease agreements does not in itself invalidate the leases, we may not be able to defend these leases against bona fide third parties, which may negatively affect our ability to operate our business covered under those leases. In addition, we may be required by relevant PRC governmental authorities to register such lease agreements within a prescribed timeframe, and failure to do so may subject us to fines. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease agreement. As of the Latest Practicable Date, we had not been subject to any penalties arising from the non-registration of lease agreements. However, we cannot assure you that we would not be subject to any penalties and/or requests from the relevant governmental authorities to fulfill the registration requirements, which may increase our costs in the future.

In addition, as our leases expire, we may face difficulties renewing them, either on commercially acceptable terms or at all. Our inability to enter into new leases or renew existing leases on terms acceptable to us could materially and adversely affect our business, results of operations or financial condition.

We are subject to filing requirements by CSRC in connection with the Listing.

Pursuant to the Overseas Listing Trial Measures, overseas offering and listing by a joint-stock company registered and formed in China is identified as a direct overseas offering and listing by a domestic company, and such domestic company shall file with CSRC in this regard according to the Overseas Listing Trial Measures. As such, we are required to file with CSRC in connection with the Listing, as a direct overseas offering and listing, within three business days after we submit the application for Listing overseas. We have filed the required documents with the CSRC, and the CSRC has issued the filing notice dated July 25, 2024, confirming our completion of the filing pursuant to the new filing regime introduced by the Overseas Listing Trial Measures for the Global Offering, the conversion of certain Unlisted Shares into H Shares and the listing of the H Shares on the Hong Kong Stock Exchange.

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RISKS RELATING TO THE GLOBAL OFFERING

There has been no prior public market for our H Shares and the liquidity and market price of our H Shares may be volatile.

Prior to the completion of the Global Offering, there has been 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 the completion of the Global Offering. The Offer Price is the result of negotiations between our Company and the Sponsor-OC (for itself and on behalf of the Underwriters), which may not be indicative of the price at which our H Shares will be traded following the 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 of our H Shares may be volatile, which could result in substantial losses to you.

The trading price of our H Shares may be volatile and could fluctuate widely in response to factors beyond our control. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in Mainland China that have listed their securities in Hong Kong may affect the volatility in the price of and trading volumes for our H Shares. A number of Mainland China-based companies have listed their securities, and some are in the process of preparing for listing their securities, in Hong Kong. The share price of some of these companies have experienced significant volatility, including significant price declines after their initial public offerings. The trading performances of the securities of these companies at the time of or after their offerings may affect the overall investor sentiment towards Mainland China-based companies listed in Hong Kong and consequently may impact the trading performance of our H Shares. Pursuant to the applicable PRC law, within one year following the Listing Date, all existing Shareholders (including the Pre-IPO Investors) could not dispose of any of the Shares held by them. Due to such lock-up requirement, the liquidity and trading volume of the H Shares in the short term following the Global Offering may be significantly affected. These factors may significantly affect the market price and volatility of our H Shares, regardless of our actual operating performance.

Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a material and adverse effect on the price of our H Shares and our ability to raise additional capital in the future.

The market price of our H Shares could decline as a result of future sales of a substantial number of our H Shares or other securities relating to our H Shares in the public market, the issuance of new shares or other securities, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of our securities, including any future offerings, could also materially and adversely affect our ability to raise capital at a

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specific time and on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the future. New shares or shares-linked securities issued by us may also confer rights and privileges that take priority over those conferred by the H Shares.

You will incur immediate and substantial dilution and may experience further dilution if we issue additional Shares in the future.

The Offer Price of the Offer Shares is higher than the net tangible asset value per Share immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will experience an immediate dilution in pro forma consolidated net tangible asset value. To expand our business, we may consider offering and issuing additional shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible asset value per Share of their Shares if we issue additional shares in the future at a price that is lower than the net tangible asset value per Share at that time.

Our historical dividends may not be indicative of our future dividend policy, and there can be no assurance that we will declare and distribute any amount of dividends in the future.

Our ability to declare future dividends will depend on the availability of dividends, if any, received from us and our subsidiaries. Under PRC law and the constitutional documents of our PRC operating subsidiaries, dividends may be paid only out of distributable profits, which refer to after-tax profits as determined under PRC GAAP less any recovery of accumulated losses and required allocations to statutory capital reserve funds. Any distributable profits that are not distributed in a given year are retained and become available for distribution in subsequent years. In addition, as stipulated by our Articles, distributable profits are recognized as our after-tax profit determined under PRC GAAP or HKFRSs, whichever is lower, less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. As a result, our Company and our subsidiaries may not be able to pay a dividend in a given year if our Company or our subsidiaries do not have distributable profits as determined under PRC GAAP even if they have profits as determined under HKFRSs. See "Financial Information — Dividend" for details of our dividend policy.

Our historical dividends may not be indicative of our future dividend policy, and there can be no assurance that we will declare and distribute any amount of dividends in the future. The declaration, payment and amount of any future dividends are subject to the discretion of our Directors, after taking into account our results of operations, financial conditions, cash requirements and availability, and other factors as they may deem relevant, and subject to the approval at a Shareholders' meeting. We may not have sufficient or any profits to enable us to distribute dividends to our Shareholders in the future, even if our financial statements indicate that our operations have been profitable.

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Certain statistics contained in this Prospectus are derived from a third-party report and publicly available official sources.

This Prospectus, particularly the section headed “Industry Overview”, contains information and statistics relating to the biotech industry in China and internationally. Such information and statistics have been derived from various official governments and other publications and from a third-party report commissioned by us. We believe that the sources of such information are appropriate and we have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information is false or misleading in any material respect or that any fact has been omitted that would render such information false or misleading in any material respect. However, we cannot guarantee the quality or reliability of such information. The information and statistics from official governments have not been independently verified by the Company, the Sole Sponsor, any of our or their respective directors, officers or representatives or any other person involved in the Global Offering and no representation is given as to their accuracy. In any event, you should consider carefully the importance placed on such information or statistics.

You 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 has been press and media coverage regarding us, our business, our industry and the Global Offering. There may be additional press and media coverage regarding us, our business, our industry and the Global Offering subsequent to the date of this Prospectus but prior to the completion of 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. None of us or any other person involved in the Global Offering has authorized the disclosure of any such information in the press or media coverage and none of us accepts 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. To the extent that any such information is inconsistent or conflicts with the information contained in this Prospectus, we disclaim responsibility for it, and you should not rely on such information.

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WAIVERS AND EXEMPTION

In preparation for the Listing, our Company has sought the following waivers from strict compliance with the relevant provisions of the Listing Rules and exemption from strict compliance with the Companies (Winding up and Miscellaneous Provisions) Ordinance.

WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG

According to Rule 8.12 of the Listing Rules, a new applicant for a primary listing on the Stock Exchange must have a sufficient management presence in Hong Kong. This normally means that at least two of our executive Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard to, among other considerations, our arrangements for maintaining regular communication with the Stock Exchange.

We do not have a sufficient management presence in Hong Kong for the purpose of satisfying the requirement under Rule 8.12 and Rule 19A.15 of the Listing Rules. Our management headquarters, senior management, business operations and assets are primarily based outside Hong Kong. The Directors consider that either by means of relocation of our existing executive Directors or appointment of additional executive Directors who will be ordinarily resident in Hong Kong would not be beneficial to, or appropriate for, our Group and therefore would not be in the best interests of our Company or the Shareholders as a whole. As such, we have applied to the Stock Exchange for, and the Stock Exchange has granted us a waiver from strict compliance with Rule 8.12 and Rule 19A.15 of the Listing Rules. We will ensure that there is a regular and effective communication between us and the Stock Exchange by way of, among others, the following conditions:

(a) pursuant to Rules 3.05 of the Listing Rules, we have appointed and will continue to maintain two authorized representatives, who will act as our principal channel of communication with the Stock Exchange and ensure that our Company complies with the Listing Rules at all times. The two authorized representatives appointed are Dr. Michael Min XU and Ms. Yuen Mui CHAN (陳婉梅) (“Ms. CHAN”) (the “Authorized Representatives”). Ms. CHAN is situated and based in Hong Kong, and will be available to meet with the Stock Exchange in Hong Kong within a reasonable time frame upon the request of the Stock Exchange. Both of the Authorized Representatives will be readily contactable by telephone and email to deal promptly with enquiries from the Stock Exchange. Our Company has provided contact details of the two Authorized Representatives to the Stock Exchange and will inform the Stock Exchange promptly in respect of any change in the authorized representatives;

(b) both Authorized Representatives have means to contact all Directors (including the independent non-executive Directors) promptly at all times as and when the Stock Exchange wishes to contact our Directors on any matters. Our Company has implemented a policy whereby (1) each Director has provided their respective valid phone numbers or other means of communication to the Authorized Representatives; (2) in the event that a Director expects to travel or is otherwise out of office, he/she

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will endeavor to provide his/her phone number of the place of his/her accommodation to the Authorized Representatives or maintain an open line of communication via his/her mobile phone; and (3) each Director has provided his/her mobile phone number, office phone number, e-mail address and, where available, fax number to the Stock Exchange and will inform the Stock Exchange promptly if there are any changes to the contact details of the Directors;

(c) pursuant to Rule 3.20 of the Listing Rules, each Director has provided his/her contact information to the Stock Exchange and to the Authorized Representatives. This will ensure that the Stock Exchange and the Authorized Representatives should have means for contacting all Directors promptly at all times as and when required;

(d) all our Directors who are not ordinarily resident in Hong Kong have confirmed that they possess or can apply for valid travel documents to visit Hong Kong and will be able to meet with relevant members of the Stock Exchange in Hong Kong upon reasonable notice, when required;

(e) pursuant to Rule 3A.19 of the Listing Rules, we have retained the services of Rainbow Capital (HK) Limited as compliance adviser (the "Compliance Adviser") upon Listing for a period commencing on the Listing Date and ending on the date on which we comply with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date, which will act as an additional channel of communication with the Stock Exchange and will be available to respond to enquiries from the Stock Exchange. The contact details of the Compliance Adviser has been provided to the Stock Exchange;

(f) our Authorized Representatives, Directors and other officers of our Company will provide promptly such information and assistance as the Compliance Adviser may reasonably require in connection with the performance of the Compliance Adviser's duties as set forth in Chapter 3A of the Listing Rules. There will be adequate and efficient means of communication between our Company, Authorized Representatives, Directors and other officers of our Company and the Compliance Adviser, and, to the extent reasonably practicable and legally permissible, we will keep the Compliance Adviser informed of all communications and dealings between the Stock Exchange and us; meetings between the Stock Exchange and our Directors could be arranged through our Authorized Representatives or the Compliance Adviser, or directly with our Directors within a reasonable time frame. We will inform the Stock Exchange as soon as practicable in respect of any change of Authorized Representatives and/or the Compliance Adviser;

(g) we will appoint other professional advisors (including legal advisors in Hong Kong) after the Listing to assist us in dealing with any questions which may be raised by the Stock Exchange and to ensure that there will be prompt and effective communication with the Stock Exchange; and

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(h) our Company has designated one of our staff members as the communication officer at our headquarters after the Listing who will be responsible for maintaining day-to-day communication with the Authorized Representatives and our Company’s professional advisors in Hong Kong, including our legal advisors in Hong Kong and the Compliance Adviser, to keep abreast of any correspondences and/or enquiries from the Stock Exchange and report to our executive Directors to further facilitate communication between the Stock Exchange and our Company.

WAIVER IN RESPECT OF JOINT COMPANY SECRETARIES

Pursuant to Rules 3.28 and 8.17 of the Listing Rules and Chapter 3.10 of the Guide for New Listing Applicants, a new applicant for listing on the Stock Exchange must appoint a company secretary who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of the company secretary.

Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following academic or professional qualifications to be acceptable:

(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong).

Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the following factors in assessing the “relevant experience” of the individual:

(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.

Our Company has appointed Mr. Yifeng HUANG (黄一峰) (“Mr. HUANG”) and Ms. Yuen Mui CHAN (陳婉梅) as our joint company secretaries. See “Directors, Supervisors and Senior Management — Joint Company Secretaries” for their biographical details.

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Mr. HUANG has extensive experience in legal and board matters. The Company believes that it would be in the best interests of the Company and the corporate governance of the Group to have as its joint company secretary a person such as Mr. HUANG, who is the secretary of the Board and has day-to-day knowledge of the Company's affairs. Mr. HUANG has the necessary nexus to the Board and close working relationship with management of the Company in order to perform the function of a joint company secretary and to take the necessary actions in the most effective and efficient manner. However, Mr. HUANG 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. CHAN, who is an associate member of The Hong Kong Chartered Governance Institute and fully meets the requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules, to act as the other joint company secretary and to provide assistance to Mr. HUANG for an initial period of three years from the Listing Date to enable Mr. HUANG to acquire the "relevant experience" under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the requirements set forth under Rules 3.28 and 8.17 of the Listing Rules.

Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Mr. HUANG may be appointed as a joint company secretary of our Company.

The waiver is valid for an initial period of three years from the Listing Date, and is granted on the condition that Ms. CHAN, as a joint company secretary of our Company, will work closely with Mr. HUANG to jointly discharge the duties and responsibilities as company secretaries and assist Mr. HUANG in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing Rules. Ms. CHAN will also assist Mr. HUANG 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. CHAN is expected to work closely with Mr. HUANG and will maintain regular contact with Mr. HUANG, the Directors and the senior management of our Company. In addition, Mr. HUANG will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance his knowledge of the Listing Rules during the three-year period from the Listing. Mr. HUANG will also be assisted by (a) the Compliance Adviser, 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.

Pursuant to Chapter 3.10 of the Guide for New Listing Applicants, the waiver will be revoked immediately if Ms. CHAN ceases to provide assistance to Mr. HUANG as a joint company secretary for the three-year period after the Listing Date or where there are material breaches of the Listing Rules by our Company.

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Prior to the expiration of the initial three-year period, the qualifications and experience of Mr. HUANG will be re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of the Listing Rules can be satisfied and whether the need for ongoing assistance will continue. We will liaise with the Stock Exchange to enable it to assess whether Mr. HUANG, having benefited from the assistance of Ms. CHAN for the preceding three years, will have acquired the skills necessary to carry out the duties of company secretary and the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.

EXEMPTION FROM COMPLIANCE WITH SECTION 342(1)(b) OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE IN RELATION TO PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF THE THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

Section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance requires all prospectuses to include matters specified in Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (the "Third Schedule"), and set out the reports specified in Part II of the Third Schedule.

Paragraph 27 of Part I of the Third Schedule requires a company to include in its prospectus a statement as to the gross trading income or sales turnover (as the case may be) of the company during each of the three financial years immediately preceding the issue of the prospectus, including an explanation of the method used for the computation of such income or turnover and a reasonable breakdown between the more important trading activities.

Paragraph 31 of Part II of the Third Schedule further requires a company to include in its prospectus a report by the auditors of the company with respect to (i) the profits and losses of the company for each of the three financial years immediately preceding the issue of the prospectus and (ii) the assets and liabilities of the company of each of the three financial years immediately preceding the issue of the prospectus.

Section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance provides that the SFC may issue, subject to such conditions (if any) as the SFC thinks fit, a certificate of exemption from the compliance with the relevant requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance if, having regard to the circumstances, the SFC considers that the exemption will not prejudice the interest of the investing public and compliance with any or all of such requirements would be irrelevant or unduly burdensome, or would otherwise be unnecessary or inappropriate.

Rule 4.04(1) of the Listing Rules requires that the consolidated results of the issuer and its subsidiaries in respect of each of the three financial years immediately preceding the issue of the listing document or such shorter period as may be acceptable to the Stock Exchange be included in the accountants' report to the prospectus.

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Our Company is a Biotech Company as defined under Chapter 18A of the Listing Rules and is seeking a listing under Chapter 18A of the Listing Rules. Rule 18A.03(3) of the Listing Rules requires that a Biotech Company must have been in operation in its current line of business for at least two financial years prior to listing under substantially the same management. Rule 18A.06 of the Listing Rules requires that a Biotech Company must comply with Rule 4.04 of the Listing Rules modified so that references to “three financial years” or “three years” in Rule 4.04 of the Listing Rules shall instead be references to “two financial years” or “two years,” as the case may be. Further, pursuant to Rule 8.06 of the Listing Rules, the latest financial period reported on by the reporting accountants for a new applicant must not have ended more than six months from the date of the listing document.

The Accountants’ Report set out in Appendix I to this Prospectus is currently prepared to cover the two years ended December 31, 2023 and 2024. As such, we have applied to the SFC for a certificate of exemption from strict compliance with section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to the requirements of paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule regarding the inclusion of the Accountants’ Report covering the full three financial years immediately preceding the issue of this Prospectus on the following grounds:

(a) our Company is primarily engaged in R&D, application and commercialization of biotech products, and falls within the scope of Biotech Company as defined under Chapter 18A of the Listing Rules. Our Company will fulfill the additional conditions for listing required under Chapter 18A of the Listing Rules;

(b) the Accountants’ Report for the two years ended December 31, 2023 and 2024 has been disclosed in this Prospectus and is set out in Appendix I in accordance with Rule 18A.06 of the Listing Rules;

(c) given that our Company is only required to disclose its financial results for each of the two financial years ended December 31, 2023 and 2024 under Chapter 18A of the Listing Rules, strict compliance with section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to the requirements of paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule would be unnecessary and/or irrelevant in the circumstance of the Company. Our Company did not record any revenue for the financial year ended December 31, 2022, and substantially all of the other net income in 2022 came from net realized and unrealized gain on financial instruments carried at FVPL and government grants, which was immaterial and not the key business of the Company;

(d) notwithstanding that the financial results set out in the Prospectus are only for the two financial years ended December 31, 2023 and 2024 in accordance with Chapter 18A of the Listing Rules, other information required to be disclosed under the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance has been adequately disclosed in this Prospectus pursuant to the relevant requirements; and

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(e) our Directors are of the view that the Accountant's Report covering the two years ended December 31, 2023 and 2024, together with other disclosures in this Prospectus, has already provided the potential investors with adequate and reasonably up-to-date information in the circumstances to form a view on the track record of our Company, and our Directors confirm that all information which is necessary for the investing public to make an informed assessment of our Company's business, assets and liabilities, financial position, trading position, management and prospects has been included in this Prospectus. Therefore, the exemption would not prejudice the interests of the investing public.

The SFC has granted us a certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict compliance with section 342(1)(b) in relation to paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule on the condition that particulars of the exemption are set out in this Prospectus and that this Prospectus will be issued on or before May 19, 2025.

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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

DIRECTORS' RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS

This Prospectus, for which our Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Companies (Winding up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public with regard to us. Our Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this Prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts, the omission of which would make this Prospectus or any statement in this Prospectus misleading.

CSRC FILING

We have filed the required documents with the CSRC, and the CSRC has issued the filing notice dated July 25, 2024, confirming our completion of the filing pursuant to the new filing regime introduced by the Overseas Listing Trial Measures for the Global Offering, the conversion of certain Unlisted Shares into H Shares and the listing of the H Shares on the Hong Kong Stock Exchange.

UNDERWRITING

This Prospectus is published solely in connection with the Hong Kong Public Offering which forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this Prospectus contains the terms and conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public Offering of initially 1,928,500 H Shares and the International Offering of initially 17,355,000 H Shares (subject, in each case, to reallocation on the basis described in "Structure of the Global Offering").

The Listing is sponsored by the Sole Sponsor. 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 Overall Coordinators and is underwritten by the International Underwriters. See "Underwriting" for details about the Underwriters and the underwriting arrangements.

Further information regarding the structure of the Global Offering, including its conditions, are set out in the section headed "Structure of the Global Offering", and the procedures for applying for our Hong Kong Offer Shares are set out in the section headed "How to Apply for Hong Kong Offer Shares" in this Prospectus.

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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES

No action has been taken to permit a Hong Kong Public Offering of the Offer Shares or the general distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, this Prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required to confirm, or be deemed by his or her acquisition of Hong Kong Offer Shares to confirm, that he or she is aware of the restrictions on offers and sales of the Offer Shares described in this Prospectus. In particular, the Offer Shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the PRC.

The Offer Shares are offered for subscription solely on the basis of the information contained and representations made in this Prospectus, and on the terms and subject to the conditions set out herein and therein. No person is authorized in connection with the Global Offering to give any information, or to make any representation not contained in this Prospectus, and any information or representation not contained in this Prospectus must not be relied upon as having been authorized by the Company, the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their respective directors, officers, employees, agents, affiliates or advisers or any other persons or parties involved in the Global Offering. For further details of the structure of the Global Offering, including its conditions, and the procedures for applying for Hong Kong Offer Shares, see "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares".

APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE

We have applied to the Listing Committee for the granting of listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering and any H Shares to be converted from Unlisted Shares. Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence on Tuesday, May 27, 2025. No part of our H Shares is listed on or dealt in on any other stock exchange, and no such listing or permission to list is being or proposed to be sought in the near future.

The H Shares will be traded in board lot of 500 H Shares. The stock code of the H Shares is 2565.

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotments made in respect of any applications will be invalid if the listing of, and permission to deal in, the Offer Shares on the Hong Kong Stock Exchange is refused before the expiration of three weeks from the date of the closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said three weeks, be notified to the Company by the Hong Kong Stock Exchange.

COMPLIANCE WITH LISTING RULES

We will comply with applicable laws and regulations in Hong Kong (including the Listing Rules) and any other undertakings which have been given in favor of the Hong Kong Stock Exchange from time to time. If the Listing Committee finds that there has been a breach by us of the Listing Rules or such other undertakings which may have been given by us in favor of the Hong Kong Stock Exchange from time to time, the Listing Committee may instigate cancellation or disciplinary proceedings in accordance with the Listing Rules.

H SHARE REGISTER OF MEMBERS AND STAMP DUTY

All H Shares issued pursuant to applications made in the Hong Kong Public Offering and the International Offering will be registered on the Company's H Share register of members to be maintained by our H Share Registrar, Computershare Hong Kong Investor Services Limited, in Hong Kong. Our principal register of members will be maintained by us at our headquarters in the PRC.

Dealings in the H Shares registered in our H Share register will be subject to Hong Kong stamp duty. Hong Kong stamp duty is charged to each of the seller and purchaser at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the H Shares transferred. In other words, a total of 0.2% will be payable on a typical sale and purchase transaction of the H Shares. In addition, a fixed stamp duty of HK$5.00 is currently payable on each instrument of transfer of H Shares.

REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES

We have instructed our H Share Registrar, and our H Share Registrar has agreed, not to register the subscription, purchase or transfer of any H Shares in the name of any particular holder unless and until such holder delivers a signed form to our H Share Registrar in respect of those H Shares bearing statements to the effect that the holders:

agrees with us and each of our Shareholders, and we agree with each Shareholder, to observe and comply with the PRC Company Law, the Overseas Listing Trial Measures and our Articles of Association;
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agrees with us, each of our Shareholders, Directors, Supervisors, managers and officers, and we, acting for ourselves and for each of our Directors, Supervisors, managers and officers agree with each of our Shareholders, to refer all differences and claims arising from our Articles of Association or any rights or obligations conferred or imposed by the PRC Company Law or other relevant laws and administrative regulations concerning our affairs to arbitration, and any reference to arbitration shall be deemed to authorize the arbitration tribunal to conduct hearings in open session and to publish its award, which arbitration shall be final and conclusive;
agrees with us and each of our Shareholders that the H Shares are freely transferable by the holders thereof; and
authorizes us to enter into a contract on his or her behalf with each of our Directors, Supervisors, managers and officers whereby such Directors, Supervisors, managers and officers undertake to observe and comply with their obligations to our Shareholders as stipulated in our Articles of Association. Persons applying for or purchasing H Shares under the Global Offering are deemed, by their making an application or purchase, to have represented that they are not associates of any of our Directors, Supervisors or existing Shareholder or a nominee of any of the foregoing.

DIVIDENDS PAYABLE TO HOLDERS OF H SHARES

Unless determined otherwise by our Company, dividends payable in Hong Kong dollars in respect of the H Shares will be paid to the Shareholders as recorded on the H Share register of members of our Company in Hong Kong and sent by ordinary post, at the Shareholders' risk, to the registered address of each Shareholder.

According to the Guide to the Program for "Full Circulation" of H Shares promulgated by China Securities Depository and Clearing Corporation Limited (the "CSDC") on February 7, 2020, cash dividends to domestic investors of H-share "full circulation" shall be distributed through CSDC. An H-share listed company shall transfer RMB cash dividends to the designated bank account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of cash dividends and distribute the cash dividends to investors through domestic securities companies.

H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS

Subject to the granting of listing of, and permission to deal in, our H Shares on the Hong Kong Stock Exchange and our compliance with the stock admission requirements of HKSCC, our H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in our H Shares on the Hong Kong Stock Exchange or any other date as HKSCC chooses. Settlement of any transactions between participants of the Hong Kong Stock Exchange is required to take place

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made for our H Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisers for details of the settlement arrangements as such arrangements may affect their rights and interests.

PROFESSIONAL TAX ADVICE RECOMMENDED

Applicants for the Offer Shares are recommended to consult their professional advisers if they are in any doubt as to the tax implications of subscribing for, purchasing, holding, disposing of and dealing in our H Shares or exercising rights attached to them. None of the Company, the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of their respective directors, supervisors, officers, employees, agents or advisers or any other persons involved in the Global Offering accepts responsibility for any tax effects or liabilities of holders of Shares resulting from the subscription, purchase, holding or disposal of, or dealing in, our H Shares.

INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES

Our Company has applied for conversion of Unlisted Shares into H Shares, which involves 259,880,839 Unlisted Shares held by the existing Shareholders. See "History, Development and Corporate Structure" and "Share Capital" for details of our existing Shareholders and their respective interests in our Company and relevant procedures for the conversion of Unlisted Shares into H Shares. Such H Shares to be converted from Unlisted Shares are restricted from trading for a period of one year after the Listing.

The relevant filing procedure in relation to the conversion of Unlisted Shares into H Shares has been completed on July 25, 2024.

PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES

The procedures for applying for the Hong Kong Offer Shares are set out in "How to Apply for Hong Kong Offer Shares".

STRUCTURE OF THE GLOBAL OFFERING

See "Structure of the Global Offering" for details of the structure of the Global Offering, including its conditions.

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

LANGUAGE

The English names of the PRC nationals, entities, departments, facilities, certificates, titles, laws, regulations and the like are translations of their Chinese names and are included herein for identification purposes only. If there is any inconsistency, the Chinese name prevails.

ROUNDING

Certain amounts and percentage figures included in this Prospectus have been subject to rounding adjustments, or have been rounded to one decimal place. Any discrepancies in any tables or charts between the total shown and the sums of the amounts listed are due to rounding.

MARKET SHARE DATA

The statistical and market share information contained in this Prospectus has been derived from official government publications, market data providers and other independent third-party sources. Unless otherwise indicated, the information has not been verified by us independently. This statistical information may not be consistent with other statistical information from other sources within or outside the PRC. While reasonable caution has been made in the process of reproducing the data and statistics extracted from such official government publications or other sources, the Sole Sponsor and our Company, or any of their directors, employees, agents, and representatives make no representation to the appropriateness, accuracy, completeness or reliability of any such statistical and market share information.

CURRENCY TRANSLATIONS

Solely for your convenience, this Prospectus contains translations among certain amounts denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates.

Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of Renminbi into U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this Prospectus was made at the following rates:

(i) RMB0.92639 to HK$1
(ii) RMB7.2066 to US$1
(iii) HK$7.7792 to US$1

No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S. dollars can be or could have been at the relevant dates converted at the above rates or any other rates or at all.

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DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

DIRECTORS

Name	Address	Nationality
Executive Directors
Dr. Michael Min XU	No. 7-138, No. 99 Qingcheng Road
Suzhou Industrial Park
Suzhou, Jiangsu Province, the PRC	American
Ms. Xiaojun WANG (王小軍)	Room 25H, No. 1
Lane 558, Xujiahui Road
Shanghai, the PRC	Chinese
Non-executive Directors
Dr. Xiangjun ZHOU	29D, Building 10 of International Apartment Lanxi Valley International Apartment II Yan Shan Road
China Merchants Street Shekou
No. 16 Industrial Road 3
Nanshan District
Shenzhen, Guangdong Province the PRC	American
Dr. Yuhong XU (徐宇虹)	Room 303, No. 304 Wulin Road
Hangzhou, Zhejiang Province the PRC	Chinese
Ms. Ting ZHAI (翟婷)	Room 502, No. 38, Lane 1781
Tongchuan Road, Putuo District
Shanghai, the PRC	Chinese
Mr. Hongkai LI (李宏凱)	No. 610, Jundong Building
Sixth Avenue, Hedong District
Tianjin, the PRC	Chinese
Independent non-executive Directors
Dr. Jiancun ZHANG	No. 30, 6 Street, Feng Cui Yuan
Phoenix City Biguiyuan
Zengcheng District
Guangzhou, the PRC	American

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DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Name	Address	Nationality
Independent non-executive Directors
Dr. Yangyang CHEN (陳秧秧)	Room 9D, No. 1, Lane 123
Yanping Road, Jing’an District
Shanghai, the PRC	Chinese
Ms. Xinpeng FAN (范新鵬)	82 Greenfield Villa, Ngau Liu
Sai Kung, New Territories
Hong Kong	Chinese (Hong Kong)
SUPERVISORS
Name	Address	Nationality
Ms. Mengjiao WANG (王夢嬌)	Room 610, Building 47
Donghuan Xincun Pingjiang District
Suzhou, Jiangsu Province
the PRC	Chinese
Mr. Yongjun KONG (孔勇軍)	Room 705, Block 5, Unit 3
Longhu Tianjie Life Square Phase II
Huqiu District
Suzhou, Jiangsu Province
the PRC	Chinese
Mr. Dong LI (李東)	Room 304, Building 10, Lane 2999
Gonghexin Road, Jing’an District
Shanghai, the PRC	Chinese

See “Directors, Supervisors and Senior Management” for further details of our Directors and Supervisors.

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DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

PARTIES INVOLVED IN THE GLOBAL OFFERING

Sole Sponsor

China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong

Overall Coordinators

China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong

CMBC Securities Company Limited
45/F., One Exchange Square
8 Connaught Place
Central
Hong Kong

ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong

Joint Global Coordinators

China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong

CMBC Securities Company Limited
45/F., One Exchange Square
8 Connaught Place
Central
Hong Kong

ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong

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DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

BOCI Asia Limited

26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong

CCB International Capital Limited

12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong

Joint Bookrunners

China International Capital Corporation

Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong

CMBC Securities Company Limited

45/F., One Exchange Square
8 Connaught Place
Central
Hong Kong

ABCI Capital Limited

11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong

BOCI Asia Limited

26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong

CCB International Capital Limited

12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong

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DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

Livermore Holdings Limited
Unit 1214A, 12/F, Tower II,
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong

Zhongtai International Securities Limited
19/F, Li Po Chun Chambers
189 Des Voeux Road Central
Central
Hong Kong

SPDB International Capital Limited
33/F, SPD Bank Tower, One Hennessy
1 Hennessy Road
Hong Kong

Eddid Securities and Futures Limited
21/F, CITIC Tower
1 Tim Mei Avenue
Central
Hong Kong

Sinolink Securities (Hong Kong) Company Limited
Unit 3501-08, 35/F, Cosco Tower
183 Queen's Road Central
Sheung Wan
Hong Kong

China Everbright Securities (HK) Limited
33/F, Everbright Centre
108 Gloucester Road
Wan Chai
Hong Kong

GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong

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DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road Central
Hong Kong

CEB International Capital Corporation
Limited
34/F – 35/F, Everbright Centre
108 Gloucester Road
Wan Chai
Hong Kong

Joint Lead Managers

China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong

CMBC Securities Company Limited
45/F., One Exchange Square
8 Connaught Place
Central
Hong Kong

ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong

BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong

CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong

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