THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND CORPORATE STRUCTURE
OVERVIEW
We are an innovative vaccine company with a high-value prophylactic and therapeutic vaccine pipeline driven by in-house developed technology platforms. The history of our Group can be traced back to April 2009, when our Company was founded by Dr. Wang in Beijing as a limited liability company. For details of the background and experience of Dr. Wang, please refer to the section headed “Directors, Supervisors and Senior Management” in this document.
On December 20, 2020, the promoters of the Company entered into a promoters’ agreement, pursuant to which, the promoters of the Company agreed to convert the Company into a joint stock limited liability company with a registered capital of RMB25,920,000. The conversion was completed on December 31, 2020.
KEY MILESTONES
The following table sets forth the key milestones of our business and corporate development:
Year Key milestones and achievements
October 2016 We completed the pilot test for ADV110.
February 2017 We established our principal operating subsidiary, Suzhou Advaccine.
March 2017 We completed the Round I Investment (as defined below) and raised approximately RMB20 million.
July 2018 We initiated the Phase I clinical trial of ADV110 in Australia.
November 2019 We successfully completed the Phase I clinical trial of ADV110.
January 2020 We entered into a memorandum of understanding with Inovio relating to the initiation of co-development of pGX9501/INO-4800 against COVID-19.
February 2020 We completed the Round II Investment (as defined below) and raised approximately RMB40 million.
June 2020 We completed the Round III Investment (as defined below) and raised approximately RMB42 million.
July 2020 We obtained the umbrella approval for initiation of Phase I/II clinical trials of pGX9501 from the NMPA.
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Year Key milestones and achievements
September 2020 We initiated the Phase I clinical trial of pGX9501 and also received the approval for the commencement of Phase II clinical trial of ADV110 in Australia.
We acquired Suzhou Si’ao with a manufacturing center of over 18,000 square meters.
November 2020 We received an approval letter from the Ethics Committee of Jiangsu Provincial Center for Disease Control and Prevention (江蘇省疾病預防控制中心倫理審查委員會) for the commencement of Phase II clinical trial of pGX9501.
We completed the Round IV Investment (as defined below) and raised approximately RMB220 million.
December 2020 We commenced the Phase II clinical trial of pGX9501 and successfully completed the enrollment as well as the first dosing of all planned trial subjects.
We entered into the collaboration agreement with Inovio relating to joint development, manufacturing and commercialization of pGX9501/INO-4800.
Our Company was converted into a joint stock company.
Suzhou Advaccine was accredited as a “High- and New- Technology Enterprise”.
March 2021 We completed the Round V Investment (as defined below) and raised approximately RMB432 million.
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
Early Years
Our Company was established in the PRC as a limited liability company on April 8, 2009 with an initial registered capital of RMB500,000. Upon its establishment, our Company was wholly owned by Dr. Wang and his family member(s). With its ongoing development, the Company’s registered capital was increased to RMB10,000,000 by August 2015. In July 2016, as a reward and repayment for the capital support provided by Dr. Ma at our early development stage, 25% equity interest of our Company was transferred to Dr. Ma, upon completion of which, our Company was owned as to 75% by Ms. Yu and 25% by Dr. Ma. Dr. Ma is our Supervisor and the mother of Mr. Lunan ZHANG (張璐楠), one of our Executive Directors.
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Since its establishment, our Company has undertaken a series of capital increases to raise funds for our business development and to bring in new shareholders to our Company. The major shareholding changes of our Company are set out below:
Round I Investment
On December 23, 2016, our Company, Ms. Yu, Dr. Ma and Dr. Wang entered into a capital increase agreement with Shenzhen Dachen Chuanglian Equity Investment Fund Partnership (Limited Partnership) (深圳市達晨創聯股權投資基金合夥企業(有限合夥)) (“Dachen Chuanglian”), Jiaxing Stars Xuanyuan Investment Partnership (Limited Partnership) (嘉興星 空軒轅投資合夥企業(有限合夥)) (“Stars Xuanyuan”), Nanjing Heheng Investment Center (Limited Partnership) (南京和恒投資中心(有限合夥)) (“Heheng Investment”) and Shenzhen Taiji Investment Enterprise (Limited Partnership) (深圳泰極投資企業(有限合夥)) (“Taiji Investment”, together with Dachen Chuanglian, Stars Xuanyuan, Heheng Investment, collectively, the “Round I Investors”), pursuant to which the Round I Investors agreed to subscribe the increased registered capital of our Company of RMB2,500,000 at a total consideration of RMB20,000,000 (the “Round I Investment”). The consideration was determined based on arm’s length negotiation between the parties taking into account the Company’s research and development progress, pipeline candidates, management team, future prospects and strategic needs. The following table sets forth details of the Round I Investment:
Date by which the Registered capital consideration was No. Name of investors subscribed Consideration fully settled
1. Dachen Chuanglian RMB1,250,000 RMB10,000,000 December 30, 2016 2. Stars Xuanyuan RMB625,000 RMB5,000,000 April 27, 2017 3. Heheng Investment RMB375,000 RMB3,000,000 December 29, 2016 4. Taiji Investment RMB250,000 RMB2,000,000 January 3, 2017
Upon completion of the Round I Investment in April 2017, the registered capital of our Company was increased to RMB12,500,000 and our Company was owned as to 60% by Ms. Yu, 20% by Dr. Ma, 10% by Dachen Chuanglian, 5% by Stars Xuanyuan, 3% by Heheng Investment and 2% by Taiji Investment, respectively. For further details, please see “—Pre-[REDACTED] Investments.”
Establishment of Domestic Shareholding Platform
In order to reward and incentivize our talents and employees for their contribution or potential contribution to our Group, Advaccine Investment was established as a limited partnership in the PRC on October 17, 2017 as our domestic shareholding platform.
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On October 23, 2017, Advaccine Investment entered into transfer agreements with Ms. Yu and Dr. Ma, respectively, pursuant to which Ms. Yu and Dr. Ma agreed to transfer to Advaccine Investment the share capital of RMB1,125,000 and RMB375,000, representing 9% and 3% of the then registered capital of the Company, at a consideration of RMB1,125,000 and RMB375,000, respectively.
Upon completion of the aforesaid equity transfers in January 2018, our Company was owned as to 51.00% by Ms. Yu, 17.00% by Dr. Ma, 12.00% by Advaccine Investment, 10.00% by Dachen Chuanglian, 5.00% by Stars Xuanyuan, 3.00% by Heheng Investment and 2.00% by Taiji Investment, respectively.
As of the Latest Practicable Date, Advaccine Investment was owned by Ms. Yu, Dr. Ma and Ms. Zhou LU (陸洲), our Supervisor, as to 68.60%, 22.87% and 8.54%, respectively. Ms. Yu serves as the general partner of Advaccine Investment and is entitled to exercise the voting rights attaching to Shares owned by Advaccine Investment. See “Appendix VII—Statutory and General Information” for details of our incentive scheme.
Round II Investment
On December 30, 2019, our Company, together with the then shareholders, entered into a capital increase agreement with Small Median Size Enterprises Development Fund (Shenzhen Limited Partnership) (中小企業發展基金(深圳有限合夥)) (“SMED”), Shanghai Lianzhi Venture Investment Management Center (Limited Partnership) (上海聯知創業投資管理中心 (有限合夥)) (“Shanghai Lianzhi”), Suzhou Hi-tech Fengqiao Emerging Industries Investment Co., Ltd. (蘇州高新楓橋新興產業投資有限公司)(“Fengqiao Investment”) and Chengdu Deshang Kuayue Equity Investment Fund Center (Limited Partnership) (成都德商跨越股權投 資基金中心(有限合夥)) (“Deshang Kuayue”, together with SMED, Shanghai Lianzhi and Fengqiao Investment, collectively, the “Round II Investors”), pursuant to which the Round II Investors agreed to subscribe the increased registered capital of our Company of RMB2,500,000 at a total consideration of RMB40,000,000 (the “Round II Investment”). The consideration was determined based on arm’s length negotiation between the parties taking into account the Company’s research and development progress, pipeline candidates, management team, future prospects and strategic needs. The following table sets forth details of the Round II Investment:
Date by which the Registered capital consideration was No. Name of investors subscribed Consideration fully settled
1. SMED RMB1,250,000 RMB20,000,000 April 1, 2020 2. Shanghai Lianzhi RMB312,500 RMB5,000,000 March 9, 2020 3. Fengqiao Investment RMB562,500 RMB9,000,000 March 3, 2020 4. Deshang Kuayue RMB375,000 RMB6,000,000 March 13, 2020
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Upon completion of the Round II Investment in April 2020, the registered capital of our Company was increased to RMB15,000,000 and our Company was owned as to approximately 42.50% by Ms. Yu, 14.17% by Dr. Ma, 10% by Advaccine Investment, 8.33% by Dachen Chuanglian, 8.33% by SMED, 4.17% by Stars Xuanyuan, 3.75% Fengqiao Investment, 2.50% by Heheng Investment, 2.50% by Deshang Kuayue, 2.08% by Shanghai Lianzhi and 1.67% by Taiji Investment, respectively. For further details, please see “—Pre-[REDACTED] Investments”.
Round III Investment
On March 9, 2020, our Company, together with the then shareholders, entered into a capital increase agreement with Penyao Environmental Protection Co., Ltd. (鵬鷂環保股份有 限公司)(“Penyao”) and Tianjin Ringpu Bio-Technology Co., Ltd. (天津瑞普生物技術股份有 限公司)(“Ringpu”), pursuant to which Penyao and Ringpu agreed to subscribe RMB1,285,714 and RMB514,286 of our registered capital at the consideration of RMB30 million and RMB12 million, respectively (the “Round III Investment”). As a result, our registered capital was increased to RMB16,800,000. The considerations were determined based on arm’s length negotiation between the parties taking into account the Company’s research and development progress, pipeline candidates, management team, future prospects and strategic needs. The following table sets forth details of the Round III Investment:
Registered Date by which capital the consideration No. Name of investor subscribed Consideration was fully settled
1. Ringpu RMB514,286 RMB12,000,000 March 13, 2020 2. Penyao RMB1,285,714 RMB30,000,000 July 24, 2020
On June 2, 2020, Stars Xuanyuan transferred its capital contribution of RMB625,000, representing approximately 3.84% of the then equity interest in the Company, to its affiliate, Jiaxing Stars Xingxin Equity investment Partnership (Limited Partnership) (嘉興星空星欣股權 投資合夥企業(有限合夥)) (“Stars Xingxin”).
Upon completion of the Round III Investment and the above equity transfer between Stars Xuanyuan and Stars Xingxin, the registered capital of our Company was increased to RMB16,800,000 and our Company was owned as to approximately 37.95% by Ms. Yu, 12.65% by Dr. Ma, 8.93% by Advaccine Investment, 7.65% by Penyao, 7.44% by Dachen Chuanglian, 7.44% by SMED, 3.72% by Stars Xingxin, 3.35% by Fengqiao investment, 3.06% by Ringpu, 2.23% by Heheng Investment, 2.23% by Deshang Kuayue, 1.86% by Shanghai Lianzhi and 1.49% by Taiji Investment, respectively. For further details, please see “—Pre-[REDACTED] Investments.”
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Acquisition of Suzhou Si’ao
In September 2020, our Company acquired 100% equity interest of Suzhou Si’ao at a total consideration of RMB350,237,700. The consideration of the Suzhou Si’ao Acquisition was determined after arm’s length negotiations between our Company and Suzhou Siao’s shareholders, with reference to the valuation of shareholders’ equity of Suzhou Si’ao as of June 30, 2020 and was settled by subscription of RMB5,600,000 increased registered capital of our Company, representing 25% of our total enlarged registered capital, by the then shareholders’ of Suzhou Si’ao. Details are set forth below:
Names of the then shareholders of Suzhou Registered capital No. Si’ao subscribed Consideration
1. Kexiang Hi-tech RMB2,878,400 (representing RMB180,022,177.8 Development Co., approximately 12.85% (representing 51.40% Ltd. (科翔高新技術發 equity interest of the equity interest of 展有限公司) Company upon completion Suzhou Si’ao) (“Kexiang Hi-tech”) of the capital increase)
2. Hangzhou Chuangqian RMB1,120,000 (representing RMB70,047,540 Investment approximately 5.00% (representing 20.00% Partnership (Limited equity interest of the equity interest of Partnership) Company upon completion Suzhou Si’ao) (杭州創乾投資合夥企 of the capital increase) 業(有限合夥)) (“Hangzhou Chuangqian”)
3. Suzhou Kexin Biotech RMB840,000 (representing RMB52,535,655 Partnership (Limited approximately 3.75% (representing 15.00% Partnership) (蘇州科 equity interest of the equity interest of 欣生物技術合夥企業 Company upon completion Suzhou Si’ao) (有限合夥)) (“Kexin of the capital increase) Biotech”)
4. Jiaxing Dingyue RMB215,387 (representing RMB13,470,842.4174 Investment approximately 0.96% (representing Partnership (Limited equity interest of the approximately 3.85% Partnership) (嘉興鼎 Company upon completion equity interest of 越投資合夥企業(有限 of the capital increase) Suzhou Si’ao) 合夥)) (“Dingyue Investment”)
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Names of the then shareholders of Suzhou Registered capital No. Si’ao subscribed Consideration
5. Jianlun ZHAO (趙劍侖) RMB172,306 (representing RMB10,776,463.79 (“Mr. Zhao”) approximately 0.77% (representing equity interest of the approximately 3.08% Company upon completion equity interest of of the capital increase) Suzhou Si’ao)
6. Hangzhou Darui Xiading RMB172,306 (representing RMB10,776,463.79 I Investment approximately 0.77% (representing Management equity interest of the approximately 3.08% Partnership (Limited Company upon completion equity interest of Partnership) (杭州達 of the capital increase) Suzhou Si’ao) 瑞夏鼎壹投資管理合 夥企業(有限合夥)) (“Darui Xiading”)
7. Beijing Xinshunshi RMB112,000 (representing RMB7,004,754 Technology 0.50% equity interest of (representing 2.00% Development Co., the Company upon equity interest of Ltd. (北京鑫順世科技 completion of the capital Suzhou Si’ao) 發展有限公司) increase) (“Xinshunshi”)
8. Advaccine Investment RMB89,600 (representing RMB5,603,803.2 0.40% equity interest of (representing 1.60% the Company upon equity interest of completion of the capital Suzhou Si’ao) increase)
Upon completion of the Suzhou Si’ao Acquisition in September 2020, the registered capital of our Company was increased to RMB22,400,000 and our Company was owned as to approximately 28.46% by Ms. Yu, 12.85% by Kexiang Hi-tech, 9.49% by Dr. Ma, 7.10% by Advaccine Investment, 5.74% by Penyao, 5.58% by Dachen Chuanglian, 5.58% by SMED, 5.00% by Hangzhou Chuangqian, 3.75% by Kexin Biotech, 2.79% by Stars Xingxin, 2.51% Fengqiao Investment, 2.30% by Ringpu, 1.67% by Heheng Investment, 1.67% Deshang Kuayue, 1.40% by Shanghai Lianzhi, 1.12% by Tianji Investment, 0.96% by Dingyue Investment, 0.77% by Mr. Zhao, 0.77% by Darui Xiading and 0.50% by Xinshunshi, respectively.
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Round IV Investment
In September 2020, our Company and Ms. Yu entered into the following capital increase agreements with certain investors and our registered capital was increased to RMB25,920,000 (the “Round IV Investment”). The consideration was determined based on arm’s length negotiation between the parties taking into account the Company’s research and development progress, pipeline candidates, management team, future prospects and strategic needs. The following table sets forth details of the Round IV Investment:
Date by Date of the which the capital increase Registered consideration No. agreement Name of investor capital subscribed Consideration was fully settled
1. September 18, Shenzhen Jenna RMB1,600,000 RMB100,000,000 November 18, 2020 Medical Technology 2020 Partnership (Limited Partnership) (深圳琴 納醫藥科技合夥企業 (有限合夥)) (“Jenna”)
2. September 21, Shenzhen Zhongtian RMB528,000 RMB33,000,000 October 30, 2020 and Huijin Investment 2020 supplemented Center (Limited on September Partnership) (深圳中 29, 2020 天匯金投資中心(有限 合夥)) (“Zhongtian Huijin”)
3. September 24, Hangzhou Chuangqian RMB640,000 RMB40,000,000 November 24, 2020 and 2020 supplemented on November 19, 2020
4. September 24, Stars Xuanyuan RMB80,000 RMB5,000,000 September 29, 2020 2020
5. September 24, Shanghai Lianzhi RMB80,000 RMB5,000,000 September 30, 2020 2020
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Date by Date of the which the capital increase Registered consideration No. agreement Name of investor capital subscribed Consideration was fully settled
6. September 25, Chengdu Tianfu RMB320,000 RMB20,000,000 October 30, 2020 Sanjiang Huawen 2020 Technology Investment Center (Limited Partnership) (成都天府三江驊文科 技投資中心(有限合 夥)) (“Sanjiang Huawen”)
7. September 25, Pengrui Jinghua RMB192,000 RMB12,000,000 September 28, 2020 (Shenzhen) 2020 Consulting (Limited Partnership) (鵬瑞菁 華(深圳)諮詢合夥企 業(有限合夥)) (“Pengrui Jinghua”)
8. September 25, Nanjing Zhixing RMB80,000 RMB5,000,000 October 19, 2020 Investment 2020 Management Partnership (Limited Partnership) (南京志 行投資管理合夥企業 (有限合夥)) (“Zhixing Investment”)
Total: RMB3,520,000 RMB220,000,000
On November 18, 2020, Jiaxing Stars Kairui Equity Investment Partnership (Limited Partnership) (嘉興星空開睿股權投資合夥企業(有限合夥)) (“Stars Kairui”) and Advaccine Investment entered into a transfer agreement, pursuant to which Advaccine Investment agreed to transfer approximately 1.29% equity interest of our Company (representing RMB288,000 of the then registered capital of our Company) to Stars Kairui at a consideration of RMB18,000,000. Further details of the Round IV Investment are set out in the section headed “—Pre-[REDACTED] Investments”.
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Upon completion of the Round IV Investment, the shareholding structure of our Company was as follows:
Registered/ Share capital of Approximate No. Name of shareholders our Company shareholding (%)
1. Ms. Yu RMB6,375,000 24.59 2. Kexiang Hi-tech RMB2,878,400 11.10 3. Dr. Ma RMB2,125,000 8.20 4. Hangzhou Chuangqian RMB1,760,000 6.79 5. Jenna RMB1,600,000 6.17 6. Advaccine Investment RMB1,301,600 5.02 7. Penyao RMB1,285,714 4.96 8. Dachen Chuanglian RMB1,250,000 4.82 9. SMED RMB1,250,000 4.82 10. Kexin Biotech RMB840,000 3.24 11. Stars Xingxin RMB625,000 2.41 12. Fengqiao Investment RMB562,500 2.17 13. Zhongtian Huijin RMB528,000 2.04 14. Ringpu RMB514,286 1.98 15. Shanghai Lianzhi RMB392,500 1.51 16. Heheng Investment RMB375,000 1.45 17. Deshang Kuayue RMB375,000 1.45 18. Sanjiang Huawen RMB320,000 1.23 19. Stars Kairui RMB288,000 1.11 20. Taiji Investment RMB250,000 0.96 21. Dingyue Investment RMB215,387 0.83 22. Pengrui Jinghua RMB192,000 0.74 23. Mr. Zhao RMB172,306 0.66 24. Darui Xiading RMB172,306 0.66 25. Xinshunshi RMB112,000 0.43 26. Zhixing Investment RMB80,000 0.31 27. Stars Xuanyuan RMB80,000 0.31
Total RMB25,920,000 100
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Conversion into a Joint Stock Limited Liability Company
On December 20, 2020, our Board passed resolutions approving, among other things, the conversion of our Company from a limited liability company into a joint stock limited liability company with our Chinese name changed accordingly. Pursuant to the promoters’ agreement dated December 20, 2020 entered into by all the then Shareholders, all promoters approved the conversion of the net assets value of our Company as of November 30, 2020 into 25,920,000 Shares. On the same date, our Company convened our inaugural meeting and our first general meeting, and passed related resolutions approving, among other things, the conversion into a joint stock limited liability company and the updated articles of association. Upon the completion of the conversion, the registered capital of our Company was RMB25,920,000 divided into 25,920,000 Shares with a nominal value of RMB1.00 each, which were subscribed by all the then Shareholders in proportion to their respective equity interest in our Company before the conversion. The conversion was completed on December 31, 2020.
Round V Investment
In March 2021, our Company and Ms. Yu entered into the following capital increase agreements with Matrix Partners China VI, L.P. (“Matrix VI”), Matrix Partners China VI-A, L.P. (“Matrix VI-A”), Hangzhou Chuangqian, Jiaxing Stars Yuheng Equity Investment Partnership (Limited Partnership) (嘉興星空玉衡投資合夥企業(有限合夥)) (“Stars Yuheng”), Hangzhou Ruizhao Investment Management Partnership (Limited Partnership) (杭州睿照投資 管理合夥企業(有限合夥)) (“Ruizhao Investment”), Mr. Zhao, Jiaxing Tianfu Huasheng Equity Investment Partnership (嘉興天府驊勝股權投資合夥企業(有限合夥)) (“Tianfu Huasheng”), Pingtan Comprehensive Experimental Zone Watson Huijia Equity Investment Partnership (Limited Partnership) (平潭綜合實驗區沃生慧嘉股權投資合夥企業(有限合夥)) (“Watson Huijia”), Goldstream Healthcare Focus Fund SP (“Goldstream”) and United Strength Fortune Limited (“United Strength”, together with Matrix VI, Matrix VI-A, Mr. Zhao, Goldstream, Chuangqian Investment, Stars Yuheng, Ruizhao Investment, Tianfu Huasheng and Watson Huijia, collectively, the “Round V Investors”), respectively, pursuant to which the Round V Investors agreed to subscribe the increased registered capital of our Company of RMB3,456,000 at a total consideration of RMB432,000,000 (the “Round V Investment”). The consideration was determined based on arm’s length negotiation between the parties taking into account the Company’s research and development progress and pipeline candidates, management team, future prospects and strategic needs. The following table sets forth details of the Round V Investment:
Date of the Registered Date by which the capital increase Name of capital consideration was No. agreement investors subscribed Consideration fully settled
1. March 1, 2021 Mr. Zhao RMB80,000 RMB10,000,000 March 5,2021 2. March 1, 2021 Ruizhao RMB160,000 RMB20,000,000 March 4, 2021 Investment 3. March 1, 2021 Watson Huijia RMB80,000 RMB10,000,000 March 4, 2021 4. March 2, 2021 Stars Yuheng RMB256,000 RMB32,000,000 March 8, 2021 March 5, 2021 5. March 3, 2021 Matrix VI RMB1,443,680 RMB180,460,000 March 15, 2021 6. March 3, 2021 Matrix VI-A RMB156,320 RMB19,540,000 March 16,2021
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Date of the Registered Date by which the capital increase Name of capital consideration was No. agreement investors subscribed Consideration fully settled
7. March 3, 2021 Hangzhou RMB160,000 RMB20,000,000 March 8, 2021 Chuangqian 8. March 3, 2021 Tianfu Huasheng RMB160,000 RMB20,000,000 March 5, 2021 9. March 3, 2021 Goldstream RMB52,000 RMB6,500,000 March 11, 2021 10. March 3, 2021 United Strength RMB908,000 RMB113,500,000 March 11, 2021
Upon completion of the Round V Investment in March 2021, the shareholding structure of our Company was as follows:
Registered/ Share capital of Approximate No. Name of shareholders our Company shareholding (%)
1. Ms. Yu RMB6,375,000 21.70 2. Kexiang Hi-tech RMB2,878,400 9.80 3. Dr. Ma RMB2,125,000 7.23 4. Hangzhou Chuangqian RMB1,920,000 6.54 5. Jenna RMB1,600,000 5.45 6. Matrix VI RMB1,443,680 4.91 7. Advaccine Investment RMB1,301,600 4.43 8. Penyao RMB1,285,714 4.38 9. Dachen Chuanglian RMB1,250,000 4.26 10. SMED RMB1,250,000 4.26 11. United Strength RMB908,000 3.09 12. Kexin Biotech RMB840,000 2.86 13. Stars Xingxin RMB625,000 2.13 14. Fengqiao Investment RMB562,500 1.91 15. Zhongtian Huijin RMB528,000 1.80 16. Ringpu RMB514,286 1.75 17. Shanghai Lianzhi RMB392,500 1.34 18. Nanjing Heheng RMB375,000 1.28 19. Deshang Kuayue RMB375,000 1.28 20. Sanjiang Huawen RMB320,000 1.09 21. Stars Kairui RMB288,000 0.98 22. Stars Yuheng RMB256,000 0.87 23. Mr. Zhao RMB252,306 0.86 24. Taiji Investment RMB250,000 0.85 25. Dingyue Investment RMB215,388 0.73 26. Pengrui Jinghua RMB192,000 0.65 27. Darui Xiading RMB172,306 0.59
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Registered/ Share capital of Approximate No. Name of shareholders our Company shareholding (%)
28. Ruizhao Investment RMB160,000 0.54 29. Tianfu Huasheng RMB160,000 0.54 30. Matrix VI-A RMB156,320 0.53 31. Xinshunshi RMB112,000 0.38 32. Stars Xuanyuan RMB80,000 0.27 33. Zhixing Investment RMB80,000 0.27 34. Watson Huijia RMB80,000 0.27 35. Goldstream RMB52,000 0.18
Total RMB29,376,000 100
Our PRC Legal Advisors have confirmed that the above mentioned equity transfers, capital increase and joint-stock conversion have been properly and legally completed in all material aspects and all requisite regulatory approvals have been obtained in accordance with the applicable PRC laws and regulations.
SUBSIDIARIES OF OUR COMPANY
Suzhou Advaccine
Suzhou Advaccine was established in the PRC on February 17, 2017 as a wholly-owned and principal operating subsidiary of our Company for research and development. Upon its establishment, the initial registered capital of Suzhou Advaccine was RMB10,000,000, which was fully paid up by our Company in cash. In March 2020, the registered capital of Suzhou Advaccine was increased to RMB30,000,000 and fully paid up in cash. The registered capital of Suzhou Advaccine was further increased to RMB60,000,000 in October 2020 and was paid up in cash. In January 2021, the registered capital of Suzhou Advaccine was further increased to RMB100,000,000 and fully paid up in cash.
Suzhou Si’ao
Suzhou Si’ao was established in the PRC on August 8, 2012 by the then shareholders of Suzhou Si’ao. In September 2020, our Company acquired 100% equity interest of Suzhou Si’ao for a total consideration of RMB350,237,700 from the then shareholders of Suzhou Si’ao. Upon completion of the Suzhou Si’ao Acquisition on September 30, 2020, Suzhou Si’ao became a wholly-owned subsidiary of our Company. Our PRC Legal Advisors confirmed that the Suzhou Si’ao Acquisition has been properly and legally completed in accordance with applicable PRC laws and regulations. Suzhou Si’ao is acquired for manufacturing our in-house
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Advaccine (Shenzhen) Biotechnology Co., Ltd. (艾棣維欣(深圳)生物科技有限公司) (“Shenzhen Advaccine”)
Shenzhen Advaccine was established as a limited liability company in PRC on January 25, 2021 with a registered capital of RMB10,000,000. Since its establishment, Shenzhen Advaccine has been wholly owned by Suzhou Advaccine.
Advanced Vaccine Laboratories Pty Ltd (“AVL”)
AVL was incorporated as a proprietary company in Australia on July 18, 2017 with a registered capital of A$10,000. Since its incorporation, AVL has been wholly owned by the Company. AVL is established to conduct the clinical trials of ADV110 in Australia.
Advaccine Clinical Research Pty Ltd (“ACR”)
ACR was incorporated as a proprietary company in Australia on June 18, 2020 with a registered capital of A$10,000. Since its incorporation, ACR has been wholly owned by Suzhou Advaccine. ACR is principally engaged in conducting the clinical trials of ADV110 in Australia.
VOTING AGREEMENT
On September 1, 2020, Dr. Ma and Ms. Yu entered into the Voting Agreement, pursuant to which Dr. Ma agreed to grant Ms. Yu, as her true and lawful attorney, a voting proxy over all Shares held by her and Ms. Yu shall have the right to vote the Shares held by Dr. Ma, in her sole discretion, on all matters submitted to a meeting of Shareholders or on written resolutions to be voted on by Shareholders except for matters in respect of which Ms. Yu or Dr. Ma is required to abstain from voting pursuant to the Listing Rules or any other applicable laws and rules. The Voting Agreement is effective from the date of the agreement and will terminate automatically (i) after two years from the date of the agreement, or (ii) upon Dr. Ma ceasing to hold any of the Shares as contemplated under the agreement, whichever is earlier.
RELATIONSHIP WITH DR. WANG AND MS. YU
During the Track Record Period and up to the Latest Practicable Date, Ms. Yu had at all times controlled the voting rights attaching to more than 30% of the Shares of the Company through her direct equity ownership and the corporation controlled by her as well as the arrangement under the Voting Agreement. Dr. Wang is the spouse of Ms. Yu. Immediately upon completion of the [REDACTED], assuming that the [REDACTED] is not exercised, Ms. Yu will be entitled to exercise the voting rights attaching to approximately [REDACTED]% of our total issued share capital. Accordingly, there will be no Controlling Shareholders upon the [REDACTED].
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Management Independence
We have maintained independent management over the Group during the Track Record Period. We have the capabilities and personnel to operate all essential administrative functions, including but not limited to financial and accounting, human resources, business management and research and development on a stand-alone basis. We have also established the mechanism of conflict of interest, which ensures that Dr. Wang and Ms. Yu shall abstain from voting for transactions in which Dr. Wang or Ms. Yu is or will be deemed to have material interests. Our Independent Non-executive Directors are also appointed to advise on matters relating to, among others, any potential conflict of interests arising out of any transactions, and to provide an unbiased view to promote the interests of the Company and its Shareholders as a whole.
Financial Independence
Our Group has an independent financial system and the Board makes financial decisions according to our own business needs. We have established an independent finance department as well as implemented sound and independent audit, accounting and financial management systems. No bank accounts were or are shared with Dr. Wang, Ms. Yu or their close associates and the Company is able to open accounts with banks independently. We also have adequate internal resources and a credit profile to support our daily operations. As of the Latest Practicable Date, there were no outstanding loans or guarantees provided by, or granted to, Dr. Wang, Ms. Yu or their respective close associates. Therefore, our Directors are satisfied that we are financially independent from Dr. Wang and Ms. Yu.
Operational Independence
We have obtained all material licences, permits, approvals and certificates and completed all regulatory filings for conducting our business in the jurisdictions where we operate. We have access to suppliers independent of Dr. Wang and Ms. Yu. We have our own accounting and financial department, human resources and administration department, internal control department and technology department (including research and development function) which have been in operation and are expected to continue to operate. We have also established a set of internal control procedures and adopted corporate governance practices to facilitate the effective operation of our business.
Based on the above, the Directors are of the view that we are capable of carrying on our business independently of, and do not place undue reliance on Dr. Wang and Ms. Yu and their close associates after the [REDACTED].
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and until the Latest Practicable Date, save for the Si’ao Acquisition, we did not conduct any other major acquisitions, disposals and mergers.
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PRE-[REDACTED] INVESTMENTS Summary of Details We have received several rounds of Pre-[REDACTED] Investments since our establishment. The following table sets forth a summary of details of the Pre-[REDACTED] Investments: Round I Round II Round III Round IV Round V Investment Investment Investment Investment Investment
Amount of registered capital RMB2,500,000 RMB2,500,000 RMB1,800,000 RMB3,520,000 RMB3,456,000 increased Number of Shares subscribed 2,500,000 2,500,000 1,800,000 3,520,000 3,456,000 Amount of consideration paid RMB20,000,000 RMB40,000,000 RMB42,000,000 RMB220,000,000 RMB432,000,000 Post-money valuation of RMB100,000,000 RMB240,000,000 RMB392,000,000 RMB1,620,000,000(1) RMB3,672,000,000(2) our Company Date of the investment December 23, 2016 December 30, 2019 March 9, 2020 September 18, 2020 March 1, 2021 agreement(s) July 6, 2020 September 21, 2020 March 2, 2021 September 24, 2020 March 3, 2021 September 25, 2020 March 5, 2021 September 29, 2020 November 18, 2020 November 19, 2020 Date of payment of April 27, 2017 April 1, 2020 July 24, 2020 November 24, 2020 March 16, 2021 full consideration Cost per Share paid under the RMB8.00 RMB16.00 RMB23.33 RMB62.50 RMB125.00 pre-[REDACTED] investment Discount to the [REDACTED](3) Approximately Approximately Approximately Approximately Approximately [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] Use of proceeds and whether they The proceeds raised from Round I Investment, Round II Investment, Round III Investment and 76% of Round IV Investment have been fully utilized have been fully used for our Company’s research and development clinical trials, daily operations and working capital. As of the Latest Practicable Date, the proceeds from Round V Investment had not been utilized. Lock-up The Pre-[REDACTED] Investors are subject to a lock up period of 12 months following the [REDACTED] according to the PRC Company Law. Strategic benefits of the At the time of the Pre-[REDACTED] Investments, our Directors were of the view that (i) our Company would benefit from Pre-[REDACTED] Investors the additional capital provided by the Pre-[REDACTED] Investors for our research and development, construction of brought to our Company production facilities as well as daily operations and their knowledge and experience and (ii) the Pre-[REDACTED] Investments demonstrated the Pre-[REDACTED] Investors’ confidence in the research and development capacities and prospects of our Group.
Notes: (1) The valuation of our Company increased significantly from the Round III Investment to the Round IV Investment, primarily because we received an umbrella approval from the NMPA for the initiation and conduct of Phase I and II clinical trials of pGX9501 in July 2020 and we acquired Suzhou Si’ao in September 2020. (2) The valuation of our Company increased significantly from Round IV Investment to Round V Investment is primarily because we successfully initiated Phase II clinical trials of pGX9501 as well as the first dosing of all planned trial subjects. Calculated on the basis of an [REDACTED] of HK$[REDACTED], being the mid-point of the indicative [REDACTED] range, and assuming that the [REDACTED] is not exercised, the valuation of the Company upon the [REDACTED] will be HK$[REDACTED] million. The increase of valuation of the Company from Round V Investment to the [REDACTED] is due to (i) the post-money valuation of the Company upon the completion of Round V Investment; (ii) the advancement in our drug candidates and our business growth; (iii) the premium attached to the Shares as they become freely tradeable when our Company becomes [REDACTED]; and (iv) the expected capital raising during the [REDACTED].
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(3) The discount is calculated based on the [REDACTED] of HK$[REDACTED], being the mid-point of the indicative [REDACTED] range.
The considerations of the Pre-[REDACTED] Investments were determined primarily based on an arm’s length negotiation among the relevant parties taking into account of our Company’s management team, research and development capabilities, future prospects and strategic needs. Please refer to the section headed “—Group Structure upon [REDACTED]” for the shareholding in our Company held by the Pre-[REDACTED] Investors immediately after completion of the [REDACTED].
Special Rights of the Pre-[REDACTED] Investors
The Pre-[REDACTED] Investors were granted certain special rights, including and among others, (i) the right to receive financial statements and other information of our Company and inspect facilities, records and books of our Company, (ii) the redemption right in certain circumstances, (iii) the anti-dilution right, (iv) the rights of first refusal in certain circumstances, (v) the pre-emptive right to purchase up to a pro rata share of any new shares which our Company may propose to issue and (vi) certain liquidation and dividend preferences attached to the Pre-[REDACTED] Investors. All the special rights have been terminated or are expected to be terminated upon the official acceptance of the filing of the [REDACTED] and will be resume automatically if the [REDACTED] is rejected, lapsed, or withdrawn by our Company.
Information of the Pre-[REDACTED] Investors
Our Pre-[REDACTED] Investors include certain Sophisticated Investors, such as dedicated healthcare funds and biotech funds as well as established funds with a focus on investments in the healthcare sector. Each of the Pre-[REDACTED] investors is an Independent Third Party and the background information of our major Pre-[REDACTED] Investors is set out below.
1. Matrix Partners China (經緯中國)
Each of Matrix VI and Matrix VI-A (collectively referred to as the “Matrix Partners”) is an exempted limited partnership organized and existing under the laws of the Cayman Islands. Matrix Partners are venture capital funds with a primary purpose of making investments in the PRC, mainly focusing on investment of companies in the advanced technology, mobile internet, healthcare and consumer sectors. The general partner of both Matrix VI and Matrix VI-A is Matrix China Management VI, L.P., whose general partner is Matrix China VI GP GP, Ltd., a Sophisticated Investor.
Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Matrix VI and Matrix VI-A will hold approximately [REDACTED]% and [REDACTED]% of our Shares, respectively.
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2. Dachen Chuanglian
Dachen Chuanglian is a limited partnership established in the PRC on November 17, 2016. It is principally engaged in equity investment business and managed by Shenzhen Dachen Caizhi Venture Investment Management Co., Ltd. (深圳市達晨財智創業投資管理有限 公司)(“Dachen Caizhi”) as its general partner. Dachen Caizhi is a Sophisticated Investor managing 23 funds and has more than RMB30 billion assets under management. The limited partners of Dachen Chuanglian are Independent Third Parties. In addition to their investment in our Company, Dachen Caizhi also invested in, among others, CanSino Biologics Inc. (stock code: 6185), Aier Eye Hospital Group Co., Ltd (愛爾眼科醫院集團股份有限公司) (SZ: 300015) and Transcenta Holding (創勝集團). Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Dachen Chuanglian will hold approximately [REDACTED] of our Shares.
3. SMED
SMED is a limited partnership established with a fund size of RMB6 billion in the PRC and is principally engaged in private equity investment. SMED is managed by Shenzhen Guozhong Venture Capital Management Co., Ltd. (深圳國中創業投資管理有限公司) (“Shenzhen Guozhong”) as its general partner, a Sophisticated Investor, which is in turn directly owned as to 49% by Shenzhen Capital Group Co., Ltd. (深圳市創新投資集團有限公 司). The portfolio companies of SMED includes RemeGen Co., Ltd. (stock code: 9995), Suzhou Zelgen Biopharmaceuticals Co., Ltd. (蘇州澤璟生物製藥股份有限公司) (SH: 688266) and Shenzhen Mindray Bio-Medical Electronics Co., Ltd. (深圳邁瑞生物醫療電子股份有限公 司) (SZ: 300760), etc. Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), SMED will hold approximately [REDACTED] of our Shares.
4. Hony Capital (弘毅投資)
United Strength is a limited liability company incorporated in British Virgin Islands on October 27, 2020, which is wholly owned by Expand Ocean Two Limited (“Expand Ocean”), an Independent Third Party. Goldstream, a segregated portfolio of Goldstream Capital Segregated Portfolio Company, is a limited liability company incorporated in the Cayman Islands on January 10, 2018, owned and managed by Goldstream Capital Management Limited (“Goldstream Capital”). Expand Ocean and Goldstream Capital are both entities under Hony Capital.
Hony Capital is a Sophisticated Investor focusing on opportunities in China, specializing in private equity, real estate, mutual fund, hedge fund and venture capital investment. Its total assets under management currently reach US$13 billion, and its portfolio companies include CSPC Pharmaceutical Group Limited (stock code: 1093), Simcere Pharmaceutical Group Limited (stock code: 2096), Consun Pharmaceutical Group Limited (stock code: 1681), I-Mab Biopharma (NASDAQ: IMAB), EpimAb Biotherapeutics, etc.
Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), United Strength and Goldstream will hold approximately [REDACTED]% and [REDACTED]% of our Shares, respectively.
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5. Kexiang Hi-tech
Kexiang Hi-tech is a limited liability company established in the PRC and wholly-owned by Nantong Huaze Investment Co., Ltd. (南通華澤投資有限公司)(“Nantong Huaze”). Nantong Huaze is mainly engaged in investment management. Upon the completion of the [REDACTED], (assuming the [REDACTED] is not exercised), Kexiang Hi-tech will hold approximately [REDACTED]% of our Shares.
6. Hangzhou Chuangqian
Hangzhou Chuangqian, a venture capital investment fund, is a limited partnership established in the PRC on November 2, 2016. Hangzhou Chuanqian is managed by Hangzhou Maiqisi Investment Partnership (Limited Partnership) (杭州麥奇思投資合夥企業(有限合夥)) (“Maiqisi”), as its general partner. Besides having invested in our Company, Hangzhou Chuangqian has also invested in Chengdu Gimi Technology Co., Ltd. (成都極米科技股份有限 公司), shares of which are listed on the Sci-Tech innovation board of Shanghai Stock Exchange (SH: 688696), Chemclin Diagnostics Technology Co., Ltd. (科美診斷技術股份有限公司), shares of which are listed on the Sci-Tech innovation board of Shanghai Stock Exchange (SH: 688468), etc. Upon completion of the [REDACTED] (assuming the [REDACTED]isnot exercised), Hangzhou Chuangqian will hold approximately [REDACTED] of our Shares.
7. Jenna
Jenna is a limited partnership established in the PRC and principally engaged in equity investment in pharmaceuticals and biotech industries. Jenna is managed by an Independent Third Party as its general partner. Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Jenna will hold approximately [REDACTED] of our Shares.
8. Penyao
Penyao was established as a limited liability company in the PRC and converted into a joint stock company on January 21, 2013, shares of which are listed on the ChiNext Market of Shenzhen Stock Exchange (SZ: 300664). Penyao is controlled by Yixing Penyao Investment Co., Ltd. (宜興鵬鷂投資有限公司), an investment management company, as to 30.31%. Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Penyao will hold approximately [REDACTED] of our Shares.
9. Stars Capital
Each of Stars Xuanyuan, Stars Xingxin, Stars Yuheng and Stars Kairui is a limited partnership established in the PRC and is principally engaged in equity investment and/or investment consulting businesses.
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Each of Stars Xuanyuan, Stars Xingxin and Stars Yuheng is managed by Jiaxing Stars Capital Investment Management Co., Ltd. (嘉興星空投資管理有限公司) as their general partner, which is in turn wholly owned and controlled by Guangyao Stars Capital Investment Management Co., Ltd. (成都光耀星空股權投資管理有限公司)(“Stars Capital”). Stars Kairui is directly managed by Star Capital as its general partner.
Upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised), Stars Xuanyuan, Stars Xingxin, Stars Yuheng and Stars Kairui will hold approximately [REDACTED], [REDACTED], [REDACTED] and [REDACTED] of our Shares, respectively.
Public Float
[REDACTED], [REDACTED], [REDACTED] and [REDACTED] Unlisted Foreign Shares held by Matrix VI, Matrix VI-A, United Strength and Goldstream, respectively, will all be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after conversion into H Shares following the completion of the [REDACTED]. Other Shares held by our existing Shareholders will not be considered as part of the public float as the Shares are Domestic Shares which will not be converted into H Shares or [REDACTED] following the completion of the [REDACTED][, subject to the approval of [REDACTED]]. Assuming the [REDACTED] are allotted and issued to public shareholders, over 25% of our Company’s total issued Shares with a market capitalization of substantially over HK$375 million will be held by the public upon completion of the [REDACTED] in accordance with Rules 8.08(1)(a) and 18A.07 of the Listing Rules.
Compliance with Interim Guidance and Guidance Letters
Based on the documents provided by the Company with respect to the Pre-[REDACTED] Investments, the Sole Sponsor confirms that the Pre-[REDACTED] Investments are in compliance with the Guidance Letter HKEx-GL29-12 issued in January 2012 and updated in March 2017 by the Stock Exchange and the Guidance Letter HKEx-GL43-12 issued in October 2012 and updated in July 2013 and March 2017 by the Stock Exchange.
– 155 – GROUP STRUCTURE PRIOR TO [REDACTED] BE MUST DOCUMENT INFORMATION THIS THE OF AND COVER CHANGE THE TO ON “WARNING” SUBJECT HEADED AND SECTION INCOMPLETE THE FORM, WITH CONJUNCTION DRAFT IN IN READ IS DOCUMENT THIS
The chart below sets out the shareholding structure of our Company immediately before the completion of the [REDACTED]:
Advaccine Kexiang Hangzhou Dachen Other Pre-IPO (1) (1) Matrix Stars Hony Ms. Yu Dr. Ma Jenna Penyao SMED (5) Investment Hi-tech Chuangqian Partners(2)(5) Chuanglian Capital(3) Capital(4) Investors ITR N OPRT STRUCTURE CORPORATE AND HISTORY
21.70% 7.23% 4.43% 9.8% 6.54% 5.45% 5.44% 4.38% 4.26% 4.26% 4.25% 3.27% 18.99%
Company (PRC)
100% 100% 100%
Suzhou Si’ao AV L
5 – 156 – Suzhou Advaccine (PRC) (PRC) (Australia)
100% 100%
Shenzhen Advaccine ACR (PRC) (Australia)
Notes:
(1) Ms. Yu and Dr. Ma entered into the Voting Agreement on September 1, 2020, pursuant to which Dr. Ma granted a voting proxy over all Shares held by her to Ms. Yu. See “Voting Agreement” in this section for details. (2) Includes 4.91% of our Shares held by Matrix VI and 0.53% by Matrix VI-A. (3) Includes 2.13% of our Shares held by Stars Xingxin, 0.98% by Stars Kairui, 0.87% by Stars Yuheng and 0.27% by Stars Xuanyuan. (4) Includes 3.09% of our Shares held by United Strength and 0.18% by Goldstream. (5) Other Pre-[REDACTED] Investors include Kexin Biotech (2.86%), Fengqiao Investment (1.91%), Zhongtian Huijin (1.80%), Ringpu (1.75%), Shanghai Lianzhi (1.34%), Nanjing Heheng (1.28%), Deshang Kuayue (1.28%), Sanjiang Huawen (1.09%), Mr. Zhao (0.86%), Taiji Investment (0.85%), Dingyue Investment (0.73%), Pengrui Jinghua (0.65%), Darui Xiading (0.59%), Tianfu Huasheng (0.54%), Ruizhao Investment (0.54%), Xinshunshi (0.38%), Watson Huijia (0.27%) and Zhixing Investment (0.27%). See “Pre-[REDACTED] Investments” in this section for details of the aforesaid Pre-[REDACTED] Investors. GROUP STRUCTURE UPON [REDACTED] BE MUST DOCUMENT INFORMATION THIS THE OF AND COVER CHANGE THE TO ON “WARNING” SUBJECT HEADED AND SECTION INCOMPLETE THE FORM, WITH CONJUNCTION DRAFT IN IN READ IS DOCUMENT THIS The chart below sets out the shareholding structure of our Company immediately after the completion of the [REDACTED] (assuming the [REDACTED] is not exercised):
Advaccine Kexiang Matrix Dachen Stars Other Pre-IPO Public (1) (1) Hangzhou Hony Ms. Yu Dr. Ma Jenna (2)(5) Penyao SMED (3) (5) Investment Hi-tech Chuangqian Partners Chuanglian Capital Capital(4) Investors Shareholders ITR N OPRT STRUCTURE CORPORATE AND HISTORY [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED][REDACTED][REDACTED] [REDACTED] [REDACTED]
Company (PRC)
100% 100% 100%
Suzhou Si’ao Suzhou Advaccine AV L (PRC) (PRC) (Australia) 5 – 157 –
100% 100%
Shenzhen Advaccine ACR (PRC) (Australia)
Notes:
(1) Ms. Yu and Dr. Ma entered into the Voting Agreement on September 1, 2020, pursuant to which Dr. Ma granted a voting proxy over all Shares held by her to Ms. Yu. See “Voting Agreement” in this section for details.
(2) Includes [REDACTED] of our Shares held by Matrix VI and [REDACTED] by Matrix VI-A.
(3) Includes [REDACTED] of our Shares held by Stars Xingxin, [REDACTED] by Stars Kairui, [REDACTED] by Stars Yuheng and [REDACTED] by Stars Xuanyuan.
(4) Includes [REDACTED] of our Shares held by United Strength and [REDACTED] by Goldstream.
(5) Other Pre-[REDACTED] Investors include Kexin Biotech ([REDACTED]), Fengqiao Investment ([REDACTED]), Zhongtian Huijin ([REDACTED]), Ringpu ([REDACTED]), Shanghai Lianzhi ([REDACTED]), Nanjing Heheng ([REDACTED]), Deshang Kuayue ([REDACTED]), Sanjiang Huawen ([REDACTED]), Mr. Zhao ([REDACTED]), Taiji Investment ([REDACTED]), Dingyue Investment ([REDACTED]), Pengrui Jinghua ([REDACTED]), Darui Xiading ([REDACTED]), Tianfu Huasheng ([REDACTED]), Ruizhao Investment ([REDACTED]), Xinshunshi ([REDACTED]), Watson Huijia ([REDACTED]) and Zhixing Investment ([REDACTED]). See “Pre-[REDACTED] Investments” in this section for details of the aforesaid Pre-[REDACTED] Investors.