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History, Development and Corporate Structure

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History, Development and Corporate Structure This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE OVERVIEW We are a medtech company dedicated to the research, development and commercialization of innovative medical devices in the field of structural heart diseases with an established leadership position in the transcatheter mitral valve (TMV) market in China. For further details, please refer to the section headed “Business” in this document. The Company was established in the PRC as a limited liability company on December 22, 2016 by Mr. Dai, being an executive Director, and Ms. Yang, being an executive Director. For the biographical details of Mr. Dai and Ms. Yang, please refer to the section headed “Directors, Supervisors and Senior Management” in this document. After a series of share transfers and capital injections, the Company was converted into a joint stock company with limited liability and renamed as “Shanghai Hanyu Medical Technology Co., Ltd. (上海捍宇醫療科技股份有限 公司)”. In March 2021, the registered capital of the Company was increased and there has been no change of share capital since then. MILESTONES OF DEVELOPMENT The following table sets forth the key milestones of our development: Year Key Milestones and Achievements December 2016 We were established as a limited liability company in the PRC under the name of “Shanghai Hanyu Medical Technology Corporation Limited (上海捍宇醫療科技有限公司)”. April 2017 We obtained an exclusive license and purchase option regarding the ValveClamp Patent. July 2018 We launched an exploratory first-in-human (FIM) clinical trial for ValveClamp. December 2018 We acquired the patent on ValveClamp. January 2019 We completed the exploratory FIM clinical trial for ValveClamp with a procedural success rate of 100%. February 2019 We commenced a prospective confirmatory clinical trial for ValveClamp. September 2020 ValveClamp was granted the Special Review Qualification for Innovative Medical Devices. December 2020 We were converted into a joint stock company with limited liability and renamed as “Shanghai Hanyu Medical Technology Co., Ltd. (上 海捍宇醫療科技股份有限公司)”. March 2021 The confirmatory clinical trial for ValveClamp completed enrolment of all subjects. –118– This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE OUR SUBSIDIARIES The principal business activities of our subsidiaries and the dates of their establishment and opening are as follows: Date of Place of Principal business establishment and Percentage of Name of subsidiary incorporation activities opening our ownership Nuoqiang Medical PRC No commencement of May 31, 2018 100% actual operations as of the Latest Practicable Date Guangdong Hanyu PRC Manufacturing of December 21, 2020 100% medical devices and R&D Hongyu Medical PRC Manufacturing of July 5, 2019 60.3% medical devices for pets Xinyu Pet Hospital PRC Diagnosis and September 29, 2019 Xinyu Pet treatment for pets Hospital is held as to 100% by Hongyu Medical. OUR HISTORY DEVELOPMENT The Company The Company was established in the PRC as a limited liability company on December 22, 2016 by Mr. Dai, being an executive Director, and Ms. Yang, being an executive Director, with a registered capital of RMB500,000. Each of Mr. Dai and Ms. Yang held 50% equity interest in the Company. The Company has undergone several capital increases and equity transfers since its inception to raise funds for its business development and introduce new shareholders. The major changes in the shareholding of the Company are set out below: 1. Capital Increase in December 2016 On December 28, 2016, the Company and Guan Jingwei (管經緯) entered into a capital increase agreement, pursuant to which, Guan Jingwei subscribed for the additional Company’s registered capital of RMB135,600 by contributing RMB500,000. The consideration for the aforesaid capital increase was determined after arm’s length negotiations with reference to the then status of the business development of the Company. Guan Jingwei served as a Supervisor of the Company from March 2017 to December 2020. After completion of the capital increase, –119– This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE the equity interest of the Company was held by Mr. Dai, Ms. Yang and Guan Jingwei as to 39.33%, 39.33% and 21.34%, respectively. The Company obtained the updated business license in respect of the aforesaid capital increase on December 29, 2016. 2. Equity Transfer and Capital Increase in March 2017 and July 2017 (“Angel Round Financing”) On January 10, 2017, the Company, Mr. Dai, Ms. Yang and Guan Jingwei entered into an equity transfer and capital increase agreement with Shihezi Taiyu Equity Investment Partnership (Limited Partnership) (石河子市泰譽股權投資合夥企業(有限合夥)) (“Taiyu Investment”), pursuant to which Guan Jingwei transferred 10% equity interest in the Company to Taiyu Investment for a consideration of RMB600,000, and Taiyu Investment subscribed for the additional Company’s registered capital of RMB79,500 by contributing RMB5,400,000. The consideration for the aforesaid equity transfer and capital increase was determined after arm’s length negotiations with reference to the then status of the business development of the Company. The Company obtained the updated business license in respect of the aforesaid equity transfer and capital increase on July 26, 2017. Upon the completion of the aforesaid equity transfer and capital increase, the Company was held as to 34.96% by Mr. Dai, 34.96% by Ms. Yang, 10.07% by Guan Jingwei, and 20.01% by Taiyu Investment. 3. Equity Transfer and Capital Increase in September 2017 On May 27, 2017, Suzhou Yiyuan Med-Fine Pharmaceutical Venture Capital Partnership (Limited Partnership) (蘇州一元幂方醫藥創業投資合夥企業(有限合夥)) (“Med-Fine Fund”) and Taizhou Yongda Med-Fine Investment Center (Limited Partnership) (泰州永達幂方投資中 心(有限合夥)) (“Taizhou Med-Fine”) entered into an investment agreement with the Company, Mr. Dai, Ms. Yang, Guan Jingwei and Taiyu Investment. Pursuant to the investment agreement, Mr. Dai transferred 2.5% equity interest in the Company to Med-Fine Fund at the consideration of RMB1.75 million, and Ms. Yang transferred 0.99% and 0.51% equity interest in the Company to Med-Fine Fund and Taizhou Med-Fine respectively, at the respective consideration of RMB694,068 and RMB355,932; Med-Fine Fund and Taizhou Med-Fine made capital injection of RMB7,855,932 and RMB1,144,068 to the Company to subscribe for the additional Company’s registered capital of RMB62,212 and RMB9,060, respectively. The consideration for the aforesaid equity transfer and capital increase was determined after arm’s length negotiations with reference to the then status of the business development of the Company. – 120 – This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE On July 15, 2017, Tibet Longmaide Equity Investment Center (Limited Partnership) (西 藏龍脈得股權投資中心(有限合夥)) (“Tibet Longmaide”) entered into a capital increase agreement with Mr. Dai, Ms. Yang, Guan Jingwei, Taiyu Investment, Med-Fine Fund, Taizhou Med-Fine and other relevant parties, pursuant to which Tibet Longmaide subscribed for 5.4286% equity interest in the Company at the consideration of RMB5.70 million. The consideration for the aforesaid capital increase was determined after arm’s length negotiations with reference to the then status of the business development of the Company. The Company obtained the updated business license in respect of the aforesaid equity transfer and capital increase on September 14, 2017. Upon the completion of the aforesaid series of equity transfer and capital increase in 2017, the shareholding structure of the Company was as set forth below: Registered Shareholding Name of Shareholders Share Capital Percentage (RMB) (%) Mr. Dai 232,123 27.92 Ms. Yang 239,274 28.78 Guan Jingwei 72,040 8.66 Taiyu Investment 143,060 17.20 Med-Fine Fund 87,180 10.48 Taizhou Med-Fine 12,696 1.53 Tibet Longmaide 45,139 5.43 Total 83.1512 100.00 4. Capital Increase in April 2018 and Equity Transfer in May 2018 and June 2018 In January 18, 2018, to reward the contributions made by Mr. Dai and Ms. Yang to the Company since its establishment, the general meeting of the Company resolved to approve Anji Ruzhe Enterprise Management Co., Ltd. (安吉如哲企業管理有限公司) (“Anji Ruzhe”) (formerly known as Shanghai Ruzhe Enterprise Management Co., Ltd. (上海如哲企業管理有 限公司) (“Shanghai Ruzhe”)), the shareholders of which are Mr. Dai and Ms. Yang, to subscribe for the additional Company’s registered capital of RMB50,940 at par value. The Company obtained the updated business license in respect of the aforesaid capital increase on April 12, 2018. Upon the completion of the aforesaid capital increase, the Company was held as to 26.30% by Mr. Dai, 27.11% by Ms. Yang, 8.16% by Guan Jingwei, 16.21% by Taiyu Investment, 9.88% by Med-Fine Fund, 1.44% by Taizhou Medfine, 5.12% by Tibet Longmaide, and 5.77% by Anji Ruzhe. On February 8, 2018, Mr. Dai, Ms. Yang and Anji Ruzhe entered into an equity transfer agreement, pursuant to which, Mr. Dai transferred 0.5499% equity interest in the Company to Anji Ruzhe at the consideration of RMB4,853 (being at par value), and Ms. Yang transferred 0.5499% equity interest in the Company to Anji Ruzhe at the consideration of RMB4,853 – 121 – This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document.
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