History, Development and Reorganization

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, DEVELOPMENT AND REORGANIZATION

OUR HISTORY

Our Company

Our Company was incorporated in the Cayman Islands on December 2, 2015 as an exempted company with limited liability and as a result of the Reorganization, became the ultimate holding company of our various subsidiaries. Further details of our corporate structure and the Reorganization are set out in the section headed “Reorganization” below.

Our Group’s history dates back to 1995. Upon incorporation, Jiangsu Hansoh was a sino-foreign joint venture limited liability company. Ms. Zhong (our Chairlady, an executive Director and a Controlling Shareholder of our Company) is the founder of our Group and has been responsible for the overall development of our Group. For information on the background and experience of Ms. Zhong, please refer to the section headed “Directors and Senior Management—Board of Directors —Executive Directors” in this document.

Under Ms. Zhong’s leadership, our Group has developed into one of the few R&D-driven Chinese pharmaceutical companies with an established leadership position in some of the largest and fastest-growing therapeutic areas in China with significant unmet clinical needs. We have a broad, diversified and leading drug portfolio in (i) CNS diseases, (ii) oncology, (iii) anti-infectives, and (iv) diabetes. We also focus on the gastrointestinal and cardiovascular therapeutic areas. Together, these six therapeutic areas accounted for 62.1% of the total sales revenue of pharmaceuticals in China in 2017, and grew faster than the Chinese pharmaceutical industry as a whole, which grew at 9.5% on average from 2013 to 2017.

Our Development and Business Milestones

The key milestones of the development of our Group are as follows:

Year Event 1995 ...... Jiangsu Hansoh, our major operating subsidiary, was established in China.

2000 ...... Welaunched our first GMP manufacturing facility in Lianyungang, Jiangsu Province and commenced production of solid oral formulations.

2002 ...... Wewere recognized as a Key High and New-Technology Enterprise of the National Torch Program (國家火炬計劃重點高新技術企業).

2002 ...... Weobtained Chinese GMP certifications for our production of large volume parenteral solutions.

2003 ...... Ouractive pharmaceutical ingredient, vinorelbine tartrate, was approved by the U.S. FDA.

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Year Event 2005 ...... Weranked top 20 in the 2005 Forbes list of Chinese enterprises with potential (2005年福布斯中國最具潜力企業排行榜).

2006 ...... Wereceived approval to establish a Postdoctoral Program Workstation (博士後科研工作站) by the Ministry of Personnel (人事部) and the National Postdoctoral Management Committee (全國博士後管委會) of China.

2008 ...... Wewere certified as a National Enterprise Technology Center (國家級企業技術中心).

2013 ...... Wewere first awarded with the State Science and Technology Award (second prize) (國家科技進步二等獎) by the State Council . Our core product, Zefei, was approved by the U.S. FDA. We obtained updated versions of Chinese GMP certifications for all our production lines and manufacturing permits for each of our in-house manufactured pharmaceutical products and active pharmaceutical ingredients.

2014 ...... Wewere once again awarded with the State Science and Technology Award (國家科技獎) by the State Council.

Our self-developed Category 1.1 innovative drug Mailingda (morinidazole sodium chlorider injection), the latest generation nitroimidazde-class antibiotic, was approved for sale in China.

2015 ...... Wewere recognized as an Intellectual Property Advantageous Enterprise (國家知識產權優勢企業) by the State Intellectual Property Office of China (國家知識產權局).

Our core product, Zefei (gemcitabine hydrochloride for injection), was recognized as a Famous China Trademark (中國馳名商標) by the Trademark Office of the State Administration for Industry & Commerce of China (中國國家工商行政管理總局商標局).

2016 ...... Hillhouse was brought in as our investor.

We were recognized as an Intellectual Property Exemplary Enterprise (國家知識產權示範企業) by the State Intellectual Property Office of China (國家知識產權局).

Our core product, Oulanning (olanzapine tablets), received the China Patent Excellence Award (中國專利優秀獎) from the State Intellectual Property Office of China (國家知識產權局).

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Year Event Our core product, Xinwei (imatinib mesylate tablets), received the first prize for the Advancement of Science and Technology (全國工商聯科技進步一等獎)bythe All-China Federation of Industry & Commerce (中華全國工商業聯合會).

Our core product, Pulaile (pemetrexed disodium for injection), was approved by the PMDA.

2017 ...... Wewere ranked 22nd among the “Top 100 Pharmaceutical Industrial Enterprises of China” in 2017 (2017年中國醫藥工業企業百強) by the Center of Pharmaceutical Industry and Information Technology in China (醫藥工業信息中心).

We were recognized as one of the “Top 100 Chinese Pharmaceutical Manufacturing Enterprises” (中國醫藥製造業百強企業) by the All-China Federation of Industry & Commerce (中華全國工商業聯合會).

We were recognized as one of the “Top 100 Most Powerful Chinese Chemical and Pharmaceutical Industrial Enterprises in 2017” (2017中國化學製藥行業工業企業綜合實力百強), “Chinese Chemical and Pharmaceutical Industry Innovative and Excellent Enterprises in 2017” (2017中國化學製藥行業創新型優秀企業品牌) and “Chinese Chemical and Pharmaceutical Industry Excellent Integration Enterprises in 2017” (2017中國化學製藥行業兩化融合推進優秀企業品牌) by the China Pharmaceutical Industry Association (中國化學製藥工業協會).

Our core product, Oulanning (olanzapine tablets), was recognized as a Famous Chinese Trademark (中國馳名商標) by the Trademark Office of the State Administration for Industry & Commerce of China (中國國家工商行政管理總局商標局).

Our core product, Xinwei (imatinib mesylate tablets), received the China Patent Excellence Award (中國專利優秀獎) from the State Intellectual Property Office of the PRC (國家知識產權局).

We were recognized as a “Jiangsu Province Quality Credit AAA Industrial Enterprises” in 2017 (2017年度江蘇省工業企業品質信用AAA 級企業)bythe Jiangsu Municipal Bureau of Quality and Technical Supervision (江蘇省質監局).

We received the “2017 Jiangsu Provincial Governor Quality Award” (2017江蘇省省長質量獎) from the People’s Government of Jiangsu Province (江蘇省人民政府).

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Year Event 2018 ...... Wewere recognized as one of the “Top 100 Most Powerful Chinese Chemical and Pharmaceutical Industrial Enterprises in 2018” (2018中國化學製藥行業工業企業綜合實力百強), “Chinese Chemical and Pharmaceutical Industry Innovative and Excellent Enterprises in 2018” (2018中國化學製藥行業創新型優秀企業品牌) and “Chinese Chemical and Pharmaceutical Industry Excellent Integration Enterprises in 2018” (2018中國化學製藥行業兩化融合推進優秀企業品牌) by the China Pharmaceutical Industry Association (中國化學製藥工業協會).

One of our products received the “Single Champion Product in the Manufacturing Industry” (製造業單項冠軍產品).

One of our products received the “The Most Trusted Brand of the Chinese Health Industry in 2018” (2018年中國健康產業臨床最信賴品牌) from the Center of Pharmaceutical Industry and Information Technology in China (醫藥工業信息中心).

We were ranked second for “R&D-driven pharmaceutical companies in China” in 2018 (2018年中國醫藥研發產品線最佳工業企業) by the Center of Pharmaceutical Industry and Information Technology in China (醫藥工業信息中心).

One of our products received the China Patent Excellence Award (中國專利優秀獎) from the State Intellectual Property Office of the PRC (國家知識產權局).

2019 ...... Boyu was brought in as our investor.

Our Corporate History

The following sets forth the corporate history and shareholding changes of our major operating subsidiaries:

Jiangsu Hansoh

Our Group’s history dates back to July 26, 1995 when Jiangsu Hansoh was established in the PRC as a sino-foreign joint venture limited liability company with a registered capital of US$700,000. In the first three years following formation of our Group, our Group was in a planning stage. Through a series of transfers by the then equity interest holders of Jiangsu Hansoh, on December 16, 2001, East Pearl Holdings Limited, Jiangsu Mingtai Investment Group Limited (“Mingtai Group”), Lianyungang Mingtai Pharmaceutical Technology Investment Co., Ltd (“Mingtai Pharmaceutical”), Wuxi Hongda Investment Co., Ltd (“Hongda”) and Sichuan Shengao Pharmaceutical Co., Ltd became the holders of 40.0%, 39.0%, 15.0%, 5.5% and 0.5% equity interests in Jiangsu Hansoh. Ms. Zhong was the then

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On July 18, 2002, Jiangsu Hansoh obtained approval of the competent authority in charge of foreign investment and converted from a sino-foreign joint venture limited liability company to a sino-foreign joint venture joint-stock company. The principal business of Jiangsu Hansoh has been the manufacturing and sale of chemical pharmaceutical raw materials, pharmaceutical intermediates, tablets, capsules, granules and injectables, and research and development of pharmaceutical products.

Through a series of transfers by the then equity interest holders of Jiangsu Hansoh, and in preparation for the reorganization of different business segments of the Group, the then shareholders of Jiangsu Hansoh entered into a de-merger agreement on December 1, 2012, pursuant to which certain businesses of Jiangsu Hansoh were demerged (the “De-merger”) from it and established as Lianyungang Hansoh Biology Pharmaceutical Company Limited (“Hansoh Bio”) to pursue the development of biological drug products.

After further review of the strategic development and utilization of resources and assets of our Group, we decided to merge Jiangsu Hansoh and Hansoh Bio. Pursuant to a merger agreement between Jiangsu Hansoh and Hansoh Bio dated June 23, 2014, Jiangsu Hansoh and Hansoh Bio merged by way of absorption (the “Merger”). After completion of the Merger, Hansoh Bio was absorbed by Jiangsu Hansoh and Jiangsu Hansoh became the surviving enterprise. Jiangsu Hansoh was then owned as to approximately 42.2%, 40.0%, 11.0%, 5.8% and 1.0% by East Pearl Holdings Limited, Mingtai Group, Mingtai Pharmaceutical, Hongda and Grandchamp Technology Limited (“Grandchamp Technology”) (which is ultimately controlled by Ms. Zhong), respectively. Further, Jiangsu Hansoh remained as a sino-foreign joint venture joint-stock company after completion of the abovementioned De-merger and Merger.

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In order to optimize our integration of resources and as part of our Reorganization, Jiangsu Hansoh and Lianyungang Hongchuang Pharmaceutical Company Limited (“Hongchuang”) (which is ultimately controlled by Ms. Zhong and principally engaged in active pharmaceutical ingredients production) entered into an asset and business transfer agreement on December 31, 2015, pursuant to which Jiangsu Hansoh acquired all of the operating assets of Hongchuang based on an appraisal. Such transfers of assets and business of Hongchuang were completed on December 31, 2015. After its assets and business were transferred to the Group, Hongchuang terminated its pharmaceutical business.

On December 22, 2015, Jiangsu Hansoh was converted from a sino-foreign joint venture joint-stock company to a sino-foreign joint venture limited liability company, and upon obtaining the approval of the competent authority in charge of foreign investment on December 30, 2015, became a direct wholly-owned subsidiary of Hansoh International.

Jiangsu Hengte

Jiangsu Hengte was established as a limited liability company in the PRC on July 19, 2006 with an initial registered capital of RMB10,000,000 and commenced business since the date of its incorporation. Jiangsu Hengte is principally engaged in the sale of traditional Chinese medicine, chemical drug agents, chemical pharmaceutical raw materials, antibiotics, biochemical pharmaceutical products, and biological products. Upon incorporation, Jiangsu Hengte was held as to 70.0% and 30.0% by Mingtai Group and Jiangsu Hansoh, respectively.

Through a series of transfers by the then equity interest holders of Jiangsu Hengte, Mingtai Pharmaceutical and Hongda held 70.0% and 30.0% of the equity interests in Jiangsu Hengte, respectively. On June 30, 2015, Mingtai Pharmaceutical and Hongda transferred 70.0% and 30.0% equity interests in Jiangsu Hengte to Jiangsu Hansoh, respectively. After completion of such transfer, Jiangsu Hengte became a wholly-owned subsidiary of Jiangsu Hansoh.

Shanghai Jiesen

Shanghai Jiesen was established as a limited liability company in the PRC on November 5, 2009 with an initial registered capital of RMB1,000,000. Shanghai Jiesen is principally engaged in the research and development of chemical pharmaceutical raw materials and preparations. At the time of its establishment, Shanghai Jiesen was wholly-owned by Mingtai Group (which then held 39.5% equity interests in Jiangsu Hansoh).

On July 28, 2010, Mingtai Group transferred its 90.0% equity interests in Shanghai Jiesen to Jiangsu Hansoh. On March 30, 2016, Mingtai Group transferred its remaining 10.0% equity interests in Shanghai Jiesen to Jiangsu Hansoh.

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Upon completion of the above share transfers, Shanghai Jiesen became a wholly-owned subsidiary of Jiangsu Hansoh.

Shanghai Hansen

Shanghai Hansen was established as a limited liability company in the PRC on October 13, 2011 with an initial registered capital of RMB10,000,000. Shanghai Hansen is principally engaged in the research and development of biological and chemical raw materials. At the time of its establishment, Shanghai Hansen was wholly-owned by Jiangsu Hansoh.

On June 27, 2013, Jiangsu Hansoh transferred its 100% equity interest in Shanghai Hansen to Hansoh Bio. Pursuant to a merger agreement between Jiangsu Hansoh and Hansoh Bio on June 23, 2014, Shanghai Hansen became a wholly-owned subsidiary of Jiangsu Hansoh and completed the change of shareholder registration on December 18, 2015. On the same day, through capital contribution by Jiangsu Hansoh, the registered capital of Shanghai Hansen was increased to RMB260,000,000.

Kangchen

Kangchen was established as a limited liability company in the PRC on December 31, 2011 with an initial registered capital of RMB1,000,000 provided by Lianyungang Hengbang Real Estate Co., Ltd (“Lianyungang Hengbang”) (which is ultimately controlled by Ms. Zhong). The registered capital of Kangchen was then increased to RMB2,000,000 on June 6, 2014. Kangchen has a business scope covering property services, consulting services (including corporate management consultation, medical technology and healthcare related consultation and human resource management consultation) as well as sales of packaging materials.

On March 16, 2016, Lianyungang Hengbang transferred its entire equity interest in Kangchen to Jiangsu Hengte. Upon completion of the share transfer, Kangchen became a wholly-owned subsidiary of Jiangsu Hengte.

Changzhou Hengbang

Changzhou Hengbang was established as a limited liability company in the PRC on April 2, 2018 with an initial registered capital of RMB10,000,000 and wholly-owned by Jiangsu Hansoh. Since its establishment, Changzhou Hengbang has been in a planning stage and has not carried out substantive operations. The registered capital of Changzhou Hengbang was further increased to RMB100,000,000 and subscribed by Hansoh International and Jiangsu Hansoh on August 16, 2018. Upon completion of such share subscription, Changzhou Hengbang was owned as to 51% by Jiangsu Hansoh and 49% by Hansoh International.

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Jiangsu Hengbang

Jiangsu Hengbang was established as a limited liability company in the PRC on April 10, 2018 with an initial registered capital of RMB10,000,000 and Jiangsu Hengbang was wholly-owned by Jiangsu Hansoh. Since its establishment, Jiangsu Hengbang has been in a planning stage and has not carried out substantive operations.

REORGANIZATION

In preparation for the [REDACTED], our Group underwent the Reorganization which involved the following steps:

1. Incorporation of our Company

Our Company was incorporated as an exempted company under the laws of the Cayman Islands with limited liability on December 2, 2015 as the holding company of our Group. After [REDACTED] and issues of shares, transfer of shares and conversion of preference shares into ordinary shares, Stellar Infinity (which was then wholly-owned by Ms. Zhong and Miss Sun) held 81 ordinary shares (representing 81% equity interest in our Company), and Apex Medical (which is wholly-owned by Mr. Cen Junda) held 19 ordinary shares, representing 19% equity interest in our Company, as at February 19, 2016 and immediately before completion of the First [REDACTED] Investment.

Stellar Infinity is wholly-owned by Sunrise Investment, which is in turn wholly-owned by the Sunrise Trust Trustee.

2. Establishment of the offshore holding structure

In anticipation of the [REDACTED], the following offshore holding structure was established:

Fortune Peak

On December 2, 2015, Fortune Peak was incorporated in the BVI as a limited liability company.

On December 16, 2015, Fortune Peak allotted and issued 100 ordinary shares to our Company (representing the then entire issued share capital of Fortune Peak). Accordingly, Fortune Peak became a wholly-owned subsidiary of our Company.

Hansoh International

On December 3, 2015, Hansoh International was incorporated in Hong Kong as a limited liability company. Hansoh International further allotted and issued 99 ordinary shares of HK$1 each to Fortune Peak on the same day, and the initial subscribing shareholder transferred one ordinary share to Fortune Peak.

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As a result of the above transactions, Fortune Peak held 100% equity interests in Hansoh International, which became an indirect wholly-owned subsidiary of our Company.

3. Establishment of the Sunrise Trust

Pursuant to a deed of settlement dated January 28, 2016, Miss Sun established the Sunrise Trust for family interests. On January 29, 2018, Sunrise Investment was incorporated in the BVI, and issued one share to the Sunrise Trust Trustee at the issue price of US$1 (equivalent to the then entire issued share capital).

On February 5, 2016, Sunrise Investment acquired the entire issued share capital in Stellar Infinity from Ms. Zhong and Miss Sun. Immediately after the Reorganization and before the First [REDACTED] investment, Sunrise Investment held 81% issued share capital of our Company through Stellar Infinity.

4. Transfer of shares in Jiangsu Hansoh to Hansoh International

Pursuant to an equity transfer agreement dated December 25, 2015, East Pearl Holdings Limited, Mingtai Group, Mingtai Pharmaceutical, Hongda and Grandchamp Technology transferred approximately 42.2%, 40.0%, 11.0%, 5.8% and 1.0%, respectively, equity interests in Jiangsu Hansoh to Hansoh International.

Immediately after such transfer, Hansoh International held all of the issued share capital of Jiangsu Hansoh, which became an indirect wholly-owned subsidiary of our Company.

The following depicts the shareholding structure of our Group immediately before the Reorganization:

Jiangsu Hansoh (PRC)

90% 100% 100% 70%

Shanghai Jiangsu Hengte Shanghai Lianyungang Hansoh Jiesen(1)(PRC) (PRC) Hansen (PRC) Bio(2) (PRC)

30%

Note:

(1) 10% of the equity interests in Shanghai Jiesen was held by Mingtai Group.

(2) Lianyungang Hansoh Bio was deregistered on October 15, 2018.

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The following depicts our Group structure established immediately after completion of the Reorganization(1):

Sunrise Trust

Sunrise Trust Trustee (BVI)

100%

Sunrise Investment Apex Medical (1) (BVI) (BVI)

100%

Stellar Infinity (BVI)

81% 19%

100% Company (Cayman Islands)

100%

Fortune Peak (BVI)

100%

Hansoh International (Hong Kong) Offshore

100% Onshore

Jiangsu Hansoh (PRC)

90% 100% 100% 70%

Shanghai Jiangsu Hengte Shanghai Lianyungang Hansoh Jiesen (2) (PRC) (PRC) Hansen (PRC) Bio(3) (PRC)

30%

Notes:

(1) Apex Medical is wholly-owned by Mr. Cen Junda.

(2) On March 30, 2016, Mingtai Group transferred its remaining 10% equity interests in Shanghai Jiesen to Jiangsu Hansoh. Upon completion of the above share transfer, Shanghai Jiesen became a wholly-owned subsidiary of Jiangsu Hansoh.

(3) Lianyungang Hansoh Bio was deregistered on October 15, 2018.

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COMPLIANCE WITH PRC LAWS AND REGULATIONS

According to the Rules on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (關於外國投資者併購境內企業的規定) which was jointly issued by the MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the SAT, the SAIC, the CSRC and the SAFE and became effective on September 8, 2006 (MOFCOM and other five ministries order [2006] No.10, amended on June 22, 2009 and hereinafter referred to as the “M&A Rules”), if any domestic companies, enterprises or natural persons merges or acquires its affiliated domestic companies in the name of the companies in foreign countries legally established or controlled by the aforesaid domestic companies, enterprises or natural persons, or any foreign investors merges or acquires domestic companies in the form of equity interest, it shall be subject to the approval of the MOFCOM. The listing transaction abroad of the company with special purpose shall be approved by the securities regulatory administration of the State Council. The term “merger and acquisition of domestic enterprises by foreign investors” in the M&A Rules shall mean a foreign investor purchases the stock right of a shareholder of a non-foreign-invested enterprise in China (hereinafter referred to as a “domestic company”) or capital increase of a domestic company so as to convert and re-establish a domestic company as a foreign-invested enterprise; or, a foreign investor establishes a foreign-invested enterprise and purchases and operates the assets of a domestic enterprise by the agreement of that enterprise, or, a foreign investor purchases the assets of a domestic enterprise by agreement and uses this asset investment to establish a foreign-invested enterprise and operate the assets. Where a foreign investor purchases the equities of the shareholder of a foreign-invested enterprise in China or offers to buy the capital increase of a foreign-invested enterprise in China, it shall comply with the current laws, administrative regulations on foreign-invested enterprises as well as corresponding provisions on equities changes of the investors of foreign-invested enterprise. If any case is not covered by the aforesaid laws, administrative regulations or provisions, it shall be handled according to the M&A Rules. Pursuant to the Manual of Guidance on Administration for Foreign Investment Access (2008 edition) (外商投資准入管理指引手冊 (2008年版)), the transfer of equity interest from Chinese parties to foreign parties in existing foreign-invested enterprises does not refer to the M&A Rules, regardless of whether there is any affiliated relationship between the Chinese and foreign parties, and whether the foreign party is the original shareholder or new investor; the subject of merger and acquisition only includes domestic enterprises.

As Jiangsu Hansoh is a sino-foreign joint venture established prior to the promulgation of the M&A Rules and is not a domestic enterprise, and it pays consideration for equity transfer in cash instead of equity interest, the assignment of all equity interest to Ms. Zhong in Jiangsu Hansoh, an affiliated sino-foreign joint venture of Ms. Zhong, through Hansoh International, a company legally established or controlled by Ms. Zhong in foreign country, shall apply to the corresponding provisions on equities changes of the investors of foreign-invested enterprise instead of the M&A Rules, and hence approval by MOFCOM or CSRC is not required under the M&A Rules.

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Our PRC legal counsel, Li & Partners (Shenzhen), has confirmed that the Reorganization was carried out in accordance with the relevant PRC laws and regulations and has been formally completed, and there are no other governmental approvals required under the PRC laws and regulations for the Reorganization. For the assignment of all equity interest in Jiangsu Hansoh to Hansoh International, Jiangsu Hansoh has legally completed the approval, registration and filing procedures required under the PRC laws and hence is in compliance with the relevant PRC laws and regulations.

SAFE Circular No. 37 requires a PRC resident to register with the local SAFE branch before he or she contributes capital in an offshore special purpose vehicle (“SPV”) that is directly established or controlled by the PRC resident for the purpose of conducting investment or financing. Following the initial registration, the PRC resident is also required to complete a registration of change with the local SAFE branch for any major change in respect of the offshore SPV, including, among other things, any major change of a PRC resident shareholder, name or term of operation of the offshore SPV, or any increase or reduction of the offshore SPV’s registered capital, share transfer or swap, merger or division. Failure to comply with the registration procedures of SAFE Circular No. 37 may result in penalties and sanctions, including the imposition of restrictions on the ability of the offshore SPV’s PRC subsidiary to distribute dividends to its overseas parent. In June 2015, the “Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment” (Hui Fa [2015] No. 13) (“SAFE Circular No. 13”), cancelled the administrative approval item in respect of the confirmation of foreign exchange registration under overseas direct investment and instead, banks shall directly examine and handle foreign exchange registrations under SAFE Circular No. 37.

As advised by our PRC legal counsel, Li & Partners (Shenzhen), the relevant domestic persons completed the foreign exchange registration of overseas investment on December 23, 2015.

[REDACTED] INVESTMENTS

First [REDACTED] Investment

For the long-term business development and expansion of our Group, we entered into the First [REDACTED] Investment Agreement with Hillhouse, as a [REDACTED] investor, on February 19, 2016 for the provision of financial resources to our Group. Pursuant to the First [REDACTED] Investment Agreement, Hillhouse subscribed for 300 preference shares at an aggregate consideration of US$179,906,705 (equivalent to approximately HK$1,412,231,653), which was irrevocably settled on February 19, 2016. The consideration was determined after arm’s length negotiations between our Company and Hillhouse, after taking into consideration the timing of the subscription with reference to an agreed assessment of the value of our Group. Upon completion of the First [REDACTED] Investment, Hillhouse held 3.0% of the then enlarged issued share capital of our Company on a fully-diluted and as-converted basis.

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Second [REDACTED] Investment

We entered into the Second [REDACTED] Investment Agreement with Boyu, as a [REDACTED] investor, on January 25, 2019 for the provision of financial resources to our Group. Pursuant to the Second [REDACTED] Agreement, Boyu subscribed for 309.2784 preference shares at an aggregate consideration of US$248,581,849 (equivalent to approximately HK$1,951,317,798), which was irrevocably settled on February 13, 2019. The consideration was determined after arm’s length negotiations between our Company and Boyu, after taking into consideration the timing of the subscription with reference to an agreed assessment of the value of our Group. Upon completion of the Second [REDACTED] Investment, Hillhouse held approximately 2.91% and Boyu held approximately 3.00% of the then enlarged issued share capital of our Company on a fully-diluted and as-converted basis.

Details of the [REDACTED] Investments are set out below:

Date of Shareholding Name of [REDACTED] Total Cost per Discount to interest in our Corresponding [REDACTED] Investment consideration Payment and preference share the Company upon Strategic benefits valuation of our Investor Agreements paid completion date (US$) [REDACTED](1) [REDACTED](2) [REDACTED] to our Company Company

Hillhouse February 19, US$179,906,705 February 19, US$1.1994 [REDACTED] For capital On the basis that Benefit of US$5,996,890,167 2016 (equivalent to 2016 (equivalent to expenditures all the preference additional capital (equivalent to approximately approximately and general Shares are and knowledge approximately HK$1,412,231,653) HK$9.4151) (after working capital converted into our and experience HK$47,074,388,433) the [REDACTED]) of our Group Shares on a one-for-one basis, Hillhouse shall hold approximately [REDACTED]% of the total issued share capital of our Company, assuming that Hillhouse exercises its Anti-Dilution Right (as defined below) in full and the [REDACTED] is not exercised

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Boyu January 25, 2019 US$248,581,849 February 13, US$1.6075 [REDACTED] For capital On the basis that Benefit of US$8,286,061,633 (equivalent to 2019 (equivalent to expenditures all the preference additional capital (equivalent to approximately approximately and general Shares are and knowledge approximately HK$1,951,317,798) HK$12.6186) working capital converted into our and experience HK$65,043,926,607) (after the of our Group Shares, Boyu shall [REDACTED]) hold approximately [REDACTED]% of the total issued share capital of our Company, assuming that Boyu exercises its Anti-Dilution Right (as defined below) in full, the [REDACTED] is not exercised and without taking into account the Proposed Share Subscription

Note:

(1) Assuming the [REDACTED] is fixed at [REDACTED], being the mid-point of the indicative [REDACTED], on the basis of our enlarged share capital immediately upon completion of the [REDACTED].

(2) As of the Latest Practicable Date, [REDACTED] from the First [REDACTED] Investment were fully utilized and [REDACTED] from the Second [REDACTED] Investment were not fully utilized.

Rights of [REDACTED] Investors

In connection with the [REDACTED] Investments, Hillhouse and Boyu entered into the Shareholders Agreement, pursuant to which both Hillhouse and Boyu were granted certain rights in relation to our Company, including, among others, customary pre-emptive right, information rights and anti-dilution rights. Pursuant to the anti-dilution right and compliance with the Guidance Letter HKEx-GL43-12, Hillhouse and Boyu shall have the right to subscribe, at the [REDACTED], for such number of Shares to be issued by our Company as part of the qualified [REDACTED] so as to maintain their respective percentages of shareholding interest in our Company (on a fully-diluted and as-converted basis) as at immediately before the qualified [REDACTED] (the “Anti-Dilution Right”). The Anti-Dilution Right may also be exercised by respective affiliates of Hillhouse and Boyu. All of such rights will be terminated effective upon completion of the [REDACTED].

— 161 — 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, DEVELOPMENT AND REORGANIZATION

Each of Hillhouse and Boyu has advised us that it or its affiliate may exercise the Anti-Dilution Right to subscribe for the [REDACTED] to be issued by our Company under the [REDACTED] for the purpose of reducing the dilutive effect of the [REDACTED] on its respective percentages of shareholding interest in our Company (the “Anti-Dilution Subscription”), provided that such subscription shall not result in its shareholding interest percentage (including the interest held by its respective affiliates) in our Company to increase above its respective shareholding interest percentage immediately prior to the [REDACTED]. The Anti-Dilution Subscription shall be made on the same terms and conditions as those generally offered to other investors under the [REDACTED] Immediately prior to the [REDACTED], Hillhouse and Boyu will hold approximately 2.91% and 3.00% of the Shares of our Company, respectively. Immediately after the [REDACTED] (assuming that Hillhouse and Boyu exercise the Anti-Dilution Right in full, the [REDACTED] is not exercised and without taking into account the Proposed Share Subscription by Boyu or its affiliate), Hillhouse (together with its affiliate) and Boyu (together with its affiliate) will hold approximately [REDACTED] and [REDACTED] of the Shares of our Company, respectively.

In light of the possible exercise of the Anti-Dilution Right, we [have applied] to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange [has granted] us, a waiver from strict compliance with Rule 10.04 of the Listing Rules and consent pursuant to Paragraph 5(2) of Appendix 6 to the Listing Rules. Please refer to the section headed “Waiver From Strict Compliance with the Listing Rules—Waiver and consent in relation to subscription of the [REDACTED] by Hillhouse and Boyu” for further details of the waiver application relating to the Anti-Dilution Subscription.

Information on the [REDACTED] Investors

Hillhouse is a limited liability company incorporated under the laws of the BVI as an investment vehicle affiliated to Hillhouse Capital Management, Ltd. (“Hillhouse Capital”). Founded in 2005, Hillhouse Capital is a global firm of investment professionals and operating executives who are focused on building and investing in high quality business franchises that achieve sustainable growth. Independent proprietary research and industry expertise, in conjunction with world-class operating and management capabilities, are key to Hillhouse Capital’s investment approach. Hillhouse Capital partners with exceptional entrepreneurs and management teams to create value, often with a focus on enacting innovation and technological transformation. Hillhouse Capital invests in the healthcare, consumer, TMT, advanced manufacturing, financials and business services sectors in companies across all equity stages. Hillhouse Capital and its group members manage more than US$50 billion in assets on behalf of institutional clients such as university endowments, foundations, sovereign wealth funds, and family offices.

Boyu is an exempted company with limited liability incorporated under the laws of the Cayman Islands as an investment holding company affiliated to Boyu Capital Group Management Ltd. (“Boyu Capital”). Boyu Capital provides investment management and advisory services to various China-focused investment funds which aim at providing growth and transformational capital for fast-growing businesses in Greater China.

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To the best of the knowledge, information and belief of our Directors, save for the [REDACTED] Investments, none of Hillhouse, Boyu or their respective ultimate beneficial owners has any other relationship with our Group or any connected person of our Company.

Lock-up and [REDACTED]

As (i) none of Hillhouse, Boyu or their respective ultimate beneficial owners is a core connected person of our Company; (ii) the [REDACTED] Investments were not financed by our Company or any core connected person of our Company; and (iii) neither Hillhouse nor Boyu is accustomed to take instruction from our Company or any core connected person of our Company in relation to the acquisition, disposal, voting or other disposition of securities of our Company registered in its name or otherwise held by it, Shares held by Hillhouse and Boyu will be counted towards the [REDACTED] after the [REDACTED].

Each of Hillhouse and Boyu [has agreed] that, subject to customary carve outs, it will not, at any time during the period of six months following the [REDACTED], dispose of any of its Shares.

Compliance with Interim Guidance

On the basis that (i) the consideration for the First [REDACTED] Investment was settled more than 28 clear days before the date of our first submission of the [REDACTED] to the [REDACTED] of the Hong Kong Stock Exchange in relation to the [REDACTED]; (ii) the consideration for the Second [REDACTED] Investment was settled no less than 120 clear days before the [REDACTED]; and (iii) all the special rights granted to Hillhouse and Boyu as set out above will terminate upon [REDACTED], the Joint Sponsors are not aware of any circumstances or incidences that could lead to their belief that the [REDACTED] Investments are not in compliance with the Interim Guidance on [REDACTED] Investments issued by the Hong Kong Stock Exchange on October 13, 2010, the Guidance Letter HKEx-GL43-12 issued by the Hong Kong Stock Exchange in October 2012 and as updated in July 2013 and March 2017 and the Guidance Letter HKEx-GL44-12 issued by the Hong Kong Stock Exchange in October 2012.

THE [REDACTED]

Subject to the share premium account of our Company having sufficient balance, or otherwise being credited as a result of the [REDACTED] pursuant to the [REDACTED], our Directors shall be authorized to allot and issue a total of [REDACTED] Shares credited as fully paid at par value to the Shareholders on the register of members of our Company at the close of business on the date immediately preceding the date on which the [REDACTED] becomes unconditional (or as they may direct) in proportion to their respective shareholdings in our Company (as nearly as possible without fractions) by way of [REDACTED] of the sum of [REDACTED] standing to the credit of the share premium account of our Company, and the Shares to be allotted and issued pursuant to this resolution shall rank pari passu in all respects with the then existing issued Shares.

— 163 — 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, DEVELOPMENT AND REORGANIZATION

OUR STRUCTURE IMMEDIATELY PRIOR TO THE [REDACTED]

The following diagram sets forth the shareholding structure of our Group after the Reorganization and immediately prior to the [REDACTED]:

Sunrise Trust

Sunrise Trust Trustee (BVI)

100%

Sunrise Investment Apex Medical(1) Hillhouse(2) Boyu(3) (BVI) (BVI) (BVI) (Cayman Islands)

100%

Stellar Infinity (BVI)

75.66% 18.43% 2.91% 3.00%

Company (Cayman Islands)

100%

Fortune Peak (BVI) 100% Hansoh International (Hong Kong) Offshore 100% Jiangsu Hansoh Onshore (PRC)

100% 100% 100% 100% 51% 49% Shanghai Jiangsu Shanghai Jiangsu Changzhou Jiesen Hengte Hansen Hengbang Hengbang (PRC) (PRC) (PRC) (PRC) (PRC)

100%

Kangchen (PRC)

Note:

(1) Apex Medical is wholly-owned by Mr. Cen Junda.

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(2) Hillhouse is a limited liability company incorporated under the law of the BVI as an investment vehicle. As at the Latest Practicable Date, 50% of Hillhouse was held by Hillhouse Fund II, L.P. and Hillhouse Fund III, L.P., respectively. Hillhouse Capital acts as the management company of both Hillhouse Fund II, L.P. and Hillhouse Fund III, L.P.

(3) Boyu is an exempted company with limited liability incorporated under the laws of the Cayman Islands as an investment holding company. As at the Latest Practicable Date, Boyu was 100% owned by Boyu Capital Fund IV, L.P., the general partner of which is Boyu Capital General Partner IV, Ltd. Boyu Capital acts as the management company of Boyu Capital Fund IV, L.P.

OUR STRUCTURE AFTER THE [REDACTED]

The following diagram sets forth the shareholding structure of our Group immediately following the [REDACTED] (assuming the [REDACTED] is not exercised and without taking into account the Proposed Share Subscription by Boyu or its affiliate):

Sunrise Trust

Sunrise Trust Trustee (BVI)

100% Sunrise Investment Apex Medical(1) Hillhouse(2) Boyu(3) Public (BVI) (BVI) (BVI) (Cayman Islands)

100%

Stellar Infinity (BVI)

[REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]%

Company (Cayman Islands)

100%

Fortune Peak (BVI)

100%

Hansoh International (Hong Kong) Offshore

100% Jiangsu Hansoh Onshore (PRC)

100% 100% 100% 100% 51% 49% Shanghai Jiangsu Shanghai Jiangsu Changzhou Jiesen Hengte Hansen Hengbang Hengbang (PRC) (PRC) (PRC) (PRC) (PRC) 100%

Kangchen (PRC)

Note:

(1) Apex Medical is wholly-owned by Mr. Cen Junda.

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(2) Assuming Hillhouse will have converted all of its preference shares upon [REDACTED] and exercised its Anti-Dilution Right as set out in the section headed “—[REDACTED] Investments” of this document, the shares held by Hillhouse are counted towards the [REDACTED].

(3) Assuming Boyu will have converted all of its preference shares upon [REDACTED] and exercised its Anti-Dilution Right as set out in the section headed “—[REDACTED] Investments” of this document, the shares held by Boyu are counted towards the [REDACTED].

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