History, Development and Reorganization
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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. — 148 — 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 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). — 149 — 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 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). — 150 — 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 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 — 151 — 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 largest shareholder of each of Mingtai Group and Mingtai Pharmaceutical, respectively, and Mr. Cen Junda (“Mr. Cen”) held his interest in Jiangsu Hansoh through East Pearl Holdings Limited. Mr. Cen, as a long-term financial investor of our Company, acted as a director of our Company and certain members of the Group during the Track Record Period. During his term with our Group,