History, Development and Corporate Structure

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 CORPORATE STRUCTURE

OVERVIEW

We are an innovative biopharmaceutical company focused on the discovery and development of novel therapeutics addressing unmet medical needs in respiratory and lung diseases. With a product portfolio covering full disease cycle and patient segmentations, our drug candidates address a unique spectrum of acute and chronic respiratory and lung diseases that currently lack effective treatments. As of the Latest Practicable Date, we had developed a pipeline of nine drug candidates, including a three-asset RSV franchise led by ziresovir, our Core Product and one of our lead assets, and a three-asset anti-fibrotic franchise highlighted by AK3280, our other lead asset. The history of our Group can be traced back to August 2013 when Dr. Wu founded ArkBio Cayman, the predecessor of our Company. Our Company was established in Shanghai as a limited liability company under the PRC Company Law in April 2014 by ArkBio Limited, which was wholly-owned by ArkBio Cayman, and was converted into a joint stock company on March 5, 2021. See “Directors, Supervisors and Senior Management” section in this document for the relevant industry experience of Dr. Wu.

KEY MILESTONES

The following is a summary of our Group’s key corporate and business development milestones.

2013 ArkBio Cayman was incorporated.

2014 Our Company was established.

We in-licensed global rights of ziresovir (AK0529) from Roche.

2015 We completed series A financing.

We completed phase I clinical trial for ziresovir (AK0529) in Australia.

2016 We initiated Viral Inhibition in Children for Treatment of RSV (VICTOR) international multiple centers phase II clinical trial for ziresovir (AK0529).

2017 We partnered with California Institute for Biomedical Research of The Scripps Research Institute for the development of AK0705.

We completed series A+ financing.

2018 We in-licensed global rights of AK3280 from Genentech, Roche and Intermune.

We completed two phase I clinical trials for ziresovir (AK0529) in China and UK, respectively.

We completed series B financing.

2019 We completed phase II global clinical trial of ziresovir (AK0529) for treatment of hospitalized pediatric patients and initiated phase III clinical trial in China.

We completed phase I drug interaction study of ziresovir (AK0529) in Australia.

2020 We obtained IND approval from FDA for ziresovir (AK0529).

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Our ziresovir (AK0529) received breakthrough designation from the NMPA.

We out-licensed China rights of AK0706 to Amoytop.

We completed series pre-C and series C financings.

2021 We obtained IND approval from the NMPA for AK3280.

We completed phase Ib clinical trial for AK3280 in Sweden.

We completed series C+ financing.

We filed IND application for AK3287 with the NMPA.

ESTABLISHMENT AND MAJOR SHAREHOLDING CHANGES OF OUR GROUP

The corporate history and major shareholding changes of our Group are set out below:

Incorporation of ArkBio Cayman, ArkBio Limited and our Company

On August 19, 2013, ArkBio Cayman was incorporated in the Caymans Islands under the Cayman Companies Act with limited liability. The initial authorized share capital of ArkBio Cayman was US$5,000 divided into 50,000,000 ordinary shares with a par value of US$0.0001 each, of which 1,000,000 ordinary shares were issued to Dr. Wu at par value immediately upon the incorporation. ArkBio Limited was later incorporated in Hong Kong as a direct wholly-owned subsidiary of ArkBio Cayman on November 29, 2013.

Our Company was established as a direct wholly-owned subsidiary of ArkBio Limited on April 29, 2014 with an initial registered capital of USD200,000. Since the establishment, our Company has been functioned as the principal operating entity of our Group through which we operate our business operations primarily.

Initial Shareholding Changes of ArkBio Cayman before the Restructuring

Before the Restructuring, ArkBio Cayman had received several rounds of Pre-[REDACTED] Investments which are summarized in the paragraph headed “—Pre-[REDACTED] Investments.”

The following table sets forth the shareholding structure of ArkBio Cayman immediately before the completion of the Restructuring (after the completion of the series B financing and the equity transfer between Morem Limited and Harmony Sky Capital Limited, details of which are set out in “—Pre-[REDACTED] Investments”):

Number of Shares of ArkBio Shareholding No. Shareholder Cayman Class of Shares Percentage(1)

1 Profits Excel(2) 889,690 Ordinary shares 37.52% 2 Million Joy(2) 200,000 Ordinary shares 8.43%

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Number of Shares of ArkBio Shareholding No. Shareholder Cayman Class of Shares Percentage(1)

3 Golden Trend Investment Limited 237,509 Ordinary shares 10.02% (“Golden Trend”) 4 Magic Seeds Investment Limited 127,532 Ordinary shares 5.38% (“Magic Seeds”) 5 Qiming Managing Directors Fund 3,526 Series A preferred 0.20% IV, L.P. shares 1,218 Series A+ preferred shares 6 Qiming Managing Directors Fund 3,731 Series B preferred 0.16% VI, L.P. shares 7 Qiming Venture Partners IV, L.P. 111,668 Series A preferred 6.34% shares 38,585 Series A+ preferred shares 8 Qiming Venture Partners VI, L.P. 138,642 Series B preferred 5.85% shares 9 Morningside Venture (I) 86,396 Series A preferred 11.33% Investments Limited shares 39,803 Series A+ preferred shares 142,373 Series B preferred shares 10 SIP Sungent Venture Capital 59,705 Series A+ 2.52% Investment Partnership II (LP) preferred shares (蘇州工業園區新建元二期創業投資企業(有限合夥), “SIP Sungent”) 11 Suzhou Industrial Park Seed 19,902 Series A+ 0.84% Zhengze Yihao Venture Capital preferred shares Enterprise (Limited Partnership) (蘇州工業園區原點正則壹號創業投資企業(有限合夥), “Oriza Seed”) 12 BioTrack AK Limited 42,712 Series B preferred 1.80% shares 13 Harmony Sky Investment Limited 42,712 Series B preferred 1.80% (“Harmony Sky”) shares 14 Harmony Sky Capital Limited(3) 100,000 Ordinary shares 4.22%

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Number of Shares of ArkBio Shareholding No. Shareholder Cayman Class of Shares Percentage(1)

15 Suzhou Juming Zhonghong 42,712 Series B preferred 1.80% Fangren Venture Capital shares Investment Partnership (Limited Partnership) (蘇州聚明中泓方仁創業投資合夥企業 (有限合夥), “MING Bioventures Fund I”) 16 Pingtan Taige Yingke Venture 42,712 Series B preferred 1.80% Capital Investment Partnership shares (Limited Partnership) (平潭泰格盈科創業投資合夥企業(有限合夥), “Taige Yingke”) Total 2,371,128 100.00%

Notes:

(1) Assuming the preferred shares were converted into ordinary shares on a 1:1 basis.

(2) Each of Profits Excel and Million Joy was wholly owned by Dr. Wu. Among the 889,690 ordinary shares held by Profits Excel, 189,690 ordinary shares, representing 8.00% of the then issued share capital of ArkBio Cayman, were reserved for employee incentive purpose.

(3) Harmony Sky Capital Limited is an Independent Third Party.

Restructuring

In order to further optimize our shareholding structure, ArkBio Cayman, ArkBio Limited, our Company, ArkBio Suzhou, ArkBio Australia, Dr. Wu and other then shareholders of ArkBio Cayman entered into a restructuring framework agreement (the “Restructuring Agreement”) on August 1, 2020, pursuant to which we underwent the Restructuring to demolish our overseas shareholding structure. The following chart sets forth a simplified corporate structure of our Group immediately before the Restructuring:

ArkBio Cayman (Cayman)

100%

ArkBio Limited (HK)

100% 100% 100%

ArkBio Australia ArkBio Suzhou Our Company (Australia) (PRC)

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Step 1: Acquisition of ArkBio Suzhou

On August 26, 2020, pursuant to the sole shareholder’s resolution of ArkBio Limited, ArkBio Limited transferred the USD10,000,000 registered capital of ArkBio Suzhou held by it, representing the entire equity interest of ArkBio Suzhou, to our Company at the consideration of USD1,431,680, which was determined with reference to an asset valuation report issued by an independent third party valuer, the net asset value of the Company as at April 30, 2020. Upon such transfer, ArkBio Suzhou became a wholly-owned subsidiary of our Company.

Step 2: Acquisition of ArkBio Australia

On August 3, 2020, ArkBio HK was incorporated in Hong Kong as a direct wholly-owned subsidiary of our Company with an initial share capital of HK$10,000 divided into 10,000 ordinary shares with a par value of HK$1.00 each.

On August 28, 2020, ArkBio Limited and ArkBio HK entered into a share transfer agreement pursuant to which ArkBio Limited transferred the entire equity interest in ArkBio Australia held by it to ArkBio HK at nil consideration. The transaction was approved by the Australian Government Foreign Investment Review Board on December 18, 2020. Upon such transfer, ArkBio Australia became an indirect wholly-owned subsidiary of our Company.

Step 3: Transfer of equity interest in our Company from ArkBio Limited to the shareholders of ArkBio Cayman

Pursuant to the Restructuring Agreement and the equity transfer agreements entered into among ArkBio Limited and the then shareholders of ArkBio Cayman or their designated parties on September 28, 2020 and November 20, 2020, ArkBio Limited transferred the entire equity interest in our Company to the shareholders of ArkBio Cayman or their designated parties in proportion to their respective shareholding in ArkBio Cayman. Accordingly, our Company became the holding company of our Group. Details of the transfers were as follows:

Ownership in ArkBio Cayman held by the corresponding Ownership in shareholder(s) as our Company Corresponding shareholder(s) of date of equity after equity No. Transferee of ArkBio Cayman transfer transfer Consideration

1 Profits Excel Profits Excel 37.52% 37.52% US$7,853,944(1) 2 Million Joy Million Joy 8.43% 8.43% US$1,765,546(1) 3 Golden Trend Golden Trend 10.02% 10.02% US$2,096,666(1) 4 Magic Seeds Magic Seeds 5.38% 5.38% US$1,125,818(1)

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5 QM132 Limited(2) Qiming Managing Directors Fund 12.54% 6.54% US$1,368,272(1) 6 QM136 Limited(2) IV, L.P., Qiming Managing 6.00% US$1,256,830(1) Directors Fund VI, L.P., Qiming Venture Partners IV, L.P. and Qiming Venture Partners VI, L.P. 7 Sunrays Morningside Venture (I) 11.33% 11.33% US$2,370,881(1) Biotechnology Investments Limited Limited (耀陽生物科技有限公司)(3) 8 SIP Sungent SIP Sungent 2.52% 2.52% US$527,060(1) 9 Oriza Seed Oriza Seed 0.84% 0.84% US$175,690(1) 10 BioTrack LY BioTrack AK Limited 1.80% 1.80% US$377,050(1) Limited(4) 11 Harmony Sky Harmony Sky 1.80% 1.80% US$377,050(1) 12 MING MING Bioventures Fund I 1.80% 1.80% US$377,050(1) Bioventures Fund I 13 Taige Yingke Taige Yingke 1.80% 1.80% US$377,050(1) 14 QM155 Limited Harmony Sky Capital Limited 3.87% 3.87% RMB81.30 million(5)

Notes:

(1) The considerations for the transferred were determined based on the amount of the corresponding paid-up registered capital of our Company being transferred.

(2) Each of QM132 Limited and QM136 Limited is an affiliate of Qiming Managing Directors Fund IV, L.P., Qiming Managing Directors Fund VI, L.P., Qiming Venture Partners IV, L.P. and Qiming Venture Partners VI, L.P.

(3) Sunrays Biotechnology Limited is an affiliate of Morningside Venture (I) Investments Limited.

(4) BioTrack LY Limited is an affiliate of BioTrack AK Limited.

(5) Pursuant to the Restructuring Agreement, an equity transfer agreement dated November 20, 2020 entered into between ArkBio Limited and QM155 and a share repurchase agreement dated December 31, 2020 entered into, among others, ArkBio Cayman and Harmony Sky Capital Limited, ArkBio Limited transferred the 3.87% equity interest in our Company (corresponding to the shareholding of Harmony Sky Capital Limited in ArkBio Cayman) to QM155 Limited. The consideration for the transfer was determined with reference to the post-money valuation of our Company’s series C financing, which paid by QM155 Limited to ArkBio Limited on December 10, 2020 and was later paid to Harmony Sky Capital Limited as the consideration for repurchasing the shares of ArkBio Cayman held by it. For details, see the paragraph headed “—Pre-[REDACTED] Investments” below.

The abovementioned equity transfers were completed by December 10, 2020.

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Step 4: Transfer of equity interest in our Company from Profits Excel to the employee shareholding platforms

On October 21, 2020, pursuant to the equity transfer agreements entered into among Profits Excel and three employee shareholding platforms, namely Ark Zhenmou, Aibaiyi and Green Genesis, Profits Excel transferred the 8.00% equity interest reserved for employee incentive purpose held by it to the employee shareholding platforms of our Company at the total consideration of RMB3.00 which was fully settled in cash on March 25, 2021. Upon such transfers, each of Profits Excel, Ark Zhenmou, Aibaiyi and Green Genesis held approximately 29.52%, 2.44%, 2.02% and 3.54% of the equity interest in our Company, respectively. For details of the employee shareholding platforms of our Company, see the paragraph headed “—Establishment of Our employee shareholding Platforms” below.

Upon completion of the Restructuring, our Company became the holding company of our Group. See “—Our Shareholding and Corporate Structure” for the corporate structure of our Group after the completion of the Restructuring and immediately before the [REDACTED].

Conversion into a Joint Stock Company

On February 26, 2021, our Shareholders passed resolutions approving, among other matters, the conversion of our Company from a limited liability company into a joint stock company and the change of name of our Company from Shanghai Ark Biopharmaceutical Co., Ltd. (上海愛科百發生物醫藥技術有限公司) to Shanghai Ark Biopharmaceutical Co., Ltd. (上海愛科百發生物醫藥技術股份有限公司). Pursuant to the promoters’ agreement dated February 27, 2021 entered into by all the then existing Shareholders, all promoters approved the conversion of the net assets value of our Company as of January 31, 2021 into 214,611,435 Shares of our Company at a ratio of 1: 0.2141. On March 1, 2021, our Company convened our inaugural meeting and our first general meeting, and passed related resolutions approving the conversion into a joint stock company, the Articles of Association and the relevant procedures. Upon the completion of the conversion, the registered capital of our Company became RMB214,611,435 divided into 214,611,435 Shares with a nominal value of RMB1.00 each, which were subscribed by all the then existing Shareholders in proportion to their respective equity interest in our Company before the conversion. The conversion was completed on March 5, 2021 when our Company obtained a new business license.

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The following table sets forth the shareholding structure of our Company immediately after our conversion into a joint stock company.

Number of Shareholding No. Shareholder Shares percentage

1 Profits Excel 43,161,954 20.11% 2 Sunrays Biotechnology Limited 16,560,130 7.72% 3 Golden Trend 14,644,793 6.82% 4 Million Joy 10,999,901 5.13% 5 Zhuhai Gao Ling Yiheng Equity Investment 10,995,728 5.12% Partnership (Limited Partnership) (珠海高瓴伊恒股權投資合夥企業(有限合夥), “Gao Ling Yiheng”) 6 TPG Asia VII SF Pte. Ltd. (“TPG Asia”) 10,995,728 5.12% 7 QM132 Limited 9,557,106 4.45% 8 QM136 Limited 8,778,706 4.09% 9 Hangzhou Dejia Chengyu Investment 8,710,310 4.06% Partnership (Limited Partnership) (杭州德佳誠譽投資合夥企業(有限合夥), “Dejia Chengyu”) 10 QM155 Limited 6,165,993 2.87% 11 Magic Seeds 5,664,467 2.64% 12 Green Genesis 5,170,325 2.41% 13 Shenzhen Qianhai Wanrong Hongtu 4,891,694 2.28% Investment Fund (Limited Partnership) (深圳市前海萬容紅土投資基金(有限合夥), “Wanrong Hongtu”) 14 Ningbo Yanchuang Xianrong Venture 3,792,121 1.77% Capital Partnership (Limited Partnership) (寧波燕創顯榮創業投資合夥企業(有限合夥), “Yanchuang Xianrong”) 15 Ningbo Hanhai Qianyuan Equity Investment 3,792,121 1.77% Fund Partnership (Limited Partnership) (寧波瀚海乾元股權投資基金合夥企業(有限合夥), “Hanhai Qianyuan”) 16 SIP Sungent 3,681,409 1.72% 17 Ark Zhenmou 3,567,829 1.66% 18 Aibaiyi 2,958,119 1.38% 19 Tianjin Renai Juke Enterprise Management 2,825,058 1.32% Partnership (Limited Partnership) (天津仁愛聚科企業管理合夥企業(有限合夥), “Renai Juke”) 20 BioTrack LY Limited 2,633,619 1.23% 21 Harmony Sky 2,633,619 1.23% 22 MING Bioventures Fund I 2,633,619 1.23%

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Number of Shareholding No. Shareholder Shares percentage

23 Taige Yingke 2,633,619 1.23% 24 Jiangsu Jiuquan Oriza Intellectual Property 2,275,272 1.06% Science and Technology Innovation Fund (Limited Partnership) (江蘇疌泉元禾知識產權科創基金(有限合夥), “Oriza Fund”) 25 Xiamen DYEE Evergreen Venture Capital 2,275,272 1.06% Partnership (Limited Partnership) (廈門德屹長青創業投資合夥企業(有限合夥), “DYEE Evergreen”) 26 Suzhou Detong Hexin Venture Capital 2,275,272 1.06% Partnership (Limited Partnership) (蘇州市德同合心創業投資合夥企業(有限合夥), “DT Hexin”) 27 Suzhou Ruihua Investment Partnership 2,199,146 1.02% (L.P.) (蘇州瑞華投資合夥企業(有限合夥)) 28 Jiaxing Jianzi Luhao Equity Investment 2,177,577 1.01% Partnership (Limited Partnership) (嘉興建自陸號股權投資合夥企業(有限合夥)) 29 CITIC Securities Investment Co., Ltd. 2,177,577 1.01% 30 Ningbo Yanyuan Yaoshang Industry 1,649,359 0.77% Financial Equity Investment Partnership (Limited Partnership) (寧波燕園姚商產融股權投資合夥企業(有限合夥)) 31 Ningbo Yanchuang Yaoshang Yangming 1,516,848 0.71% Venture Capital Partnership (Limited Partnership) (寧波燕創姚商陽明創業投資合夥企業(有限合夥)) 32 Shanghai Zhangjiang Torch Venture Capital 1,516,848 0.71% Co., Ltd. (上海張江火炬創業投資有限公司) 33 Daoyuan Guoxin (Jiaxing) Equity 1,511,912 0.70% Investment Partnership (Limited Partnership) (道遠國鑫(嘉興)股權投資合夥企業(有限合夥)) 34 Beijing Qiming Rongxin Equity Investment 1,227,160 0.57% Partnership (Limited Partnership) (北京啟明融新股權投資合夥企業(有限合夥), “Qiming Rongxin”) 35 Wuhu Boquan Oufei Equity Investment 1,099,573 0.51% Partnership (Limited Partnership) (蕪湖博荃歐飛股權投資合夥企業(有限合夥))

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Number of Shareholding No. Shareholder Shares percentage

36 Shanghai Hundun Boquan Equity 758,424 0.35% Investment Partnership (Limited Partnership) (上海混沌博荃股權投資合夥企業(有限合夥)) 37 Shanghai Boquan Baifei Equity Investment 758,424 0.35% Partnership (Limited Partnership) (上海博荃百飛股權投資合夥企業(有限合夥)) 38 Zibo Shengshi No. 9 Venture Capital 758,424 0.35% Partnership (Limited Partnership) (淄博盛世九號創業投資合夥企業(有限合夥), “Shengshi No. 9”) 39 Zibo Yingke Jiaren Equity Investment Fund 758,424 0.35% Partnership (Limited Partnership) ((淄博盈科嘉仁股權投資基金合夥企業(有限合夥), “Yingke Jiaren”) 40 Tianjin Huafa Project Management 758,424 0.35% Consulting Partnership (Limited Partnership) (天津華發項目管理顧問合夥企業(有限合夥)) 41 Fuhai Ancheng Bohui (Bozhou) Medical 549,786 0.26% Equity Investment Fund Partnership (Limited Partnership) (富海安誠博暉(亳州)醫療股權投資基金合夥企業(有限合夥)) 42 Hainan Huayi Venture Capital Partnership 549,786 0.26% (Limited Partnership) (海南華益創業投資合夥企業(有限合夥)) 43 EPIC WIN GROUP LIMITED 369,959 0.17% Total 214,611,435 100.00%

Establishment of Our Employee Shareholding Platforms

In recognition of the contributions of our employees and to incentivize them to further promote our development, we established four employee shareholding platforms, namely Green Genesis, Ark Zhenmou, Aibaiyi and Aierkai, which held approximately 2.35%, 1.62%, 1.34% and 2.65% of our issued Shares, respectively, as of the Latest Practicable Date.

Green Genesis

Green Genesis was established in the British Virgin Islands as a limited liability company on August 14, 2020. The sole shareholder of Green Genesis was Green Genesis LP, a limited partnership incorporated in the British Virgin Islands. As of the Latest Practicable Date, Green Genesis LP was owned as to approximately 29.24% by the sole general partner, Dr. Haiqing YUAN (our Chief Scientific Officer and Chief Operating Officer) and approximately 70.76%

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Ark Zhenmou

Ark Zhenmou was established in the PRC as a limited partnership on September 3, 2020. Ark Zhenmou was owned as to approximately 37.20% of the partnership interest by the sole general partner, Mr. Cheng PENG (彭程) (our Vice President), and approximately 62.80% of the partnership interest by 16 limited partners including a Director and certain employees or former employees of our Group. None of the limited partners individually held over 30% of the partnership interest in Ark Zhenmou. Save for Ms. Liping DAI (our non-executive Director) and Mr. Tianyu SHAN (our Supervisor), who owned approximately 1.40% and 6.31% of the partnership interest in Ark Zhenmou respectively. Save as disclosed above, the other limited partners of Ark Zhenmou were Independent Third Parties.

Aibaiyi

Aibaiyi was established in the PRC as a limited partnership on September 10, 2020. As of the Latest Practicable Date, Aibaiyi was owned as to approximately 31.05% of the partnership interest by the sole general partner, Mr. Feng GU (谷峰) (our senior clinical director), approximately 68.95% of the partnership interest by 43 limited partners who were employees or former employees of our Group. None of the limited partners individually held over 30% of the partnership interest in Aibaiyi. Save for Ms. Yiyi HU (our Supervisor), Ms. Jing LYU (our Supervisor), who owned approximately 3.10% and 3.10% of the partnership interest in Aibaiyi respectively, the other limited partners of Aibaiyi were Independent Third Parties.

Aierkai

Aierkai was established in the PRC as a limited partnership on February 19, 2021 and was allotted 5,852,909 newly-issued Shares on March 8, 2021 pursuant to the Shareholders’ resolution of our Company. As of the Latest Practicable Date, Aierkai was owned as to approximately 99.99% of the partnership interest by the sole general partner, Dr. Wu and approximately 0.01% of the partnership interest by an employee of our Group who is an Independent Third Party. The partnership interest held by Dr. Wu are reserved for future employee incentive purpose.

As advised by our PRC Legal Advisors, our Company has complied with applicable PRC laws and regulations in relation to the changes of shareholdings as set out above in this paragraph headed “—Establishment and Major Shareholding Changes of Our Group” and in the paragraph headed “—Pre-[REDACTED] Investments.”

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SUBSIDIARIES OF OUR COMPANY

As of the Latest Practicable Date, we had four wholly-owned subsidiaries, the details of which are as set forth below:

Date and place of Share capital/ Principal business Subsidiary incorporation Registered capital activities

ArkBio Suzhou May 5, 2016 RMB69,848,000 Research and Suzhou, PRC development

ArkBio Australia April 8, 2014 AU$10,000 divided Research and Australia into 10,000 development ordinary shares with a par value of AU$1.00 each

ArkBio HK August 3, 2020 HK$10,000 divided Investment holding Hong Kong into 10,000 ordinary shares with a par value of HK$1.00 each

ArkBio Kesheng June 15, 2021 RMB20,000,000 Research and Shanghai, PRC development and manufacturing

ACQUISITIONS, MERGERS AND DISPOSALS

Throughout the Track Record Period and as of the Latest Practicable Date, we did not conduct any major acquisitions, mergers or disposals.

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Since our establishment, we attracted several rounds of Pre-[REDACTED] Investors through direct investments or equity transfers. Details of such Pre-[REDACTED] Investments are summarized below.

Direct investments:

Shares of ArkBio Cayman or Discount to Date of settlement registered capital the Post-money Date of investment of consideration of our Company valuation of our Cost per (1) (2)

7 – 174 – No. Round agreement (last payment) Investors subscribed for Total[REDACTED funds raised] Company Share

1 Angel I December 10, 2013 April 14, 2014 Golden Trend 200,000 ordinary US$2.00[REDACTED% million] US$13.25 million US$0.16 (amended on shares February 19, 2014) 2 Angel II December 1, 2014 January 15, 2015 Golden Trend 37,509 ordinary US$2.20 million US$19.86 million US$0.22 shares [REDACTED% ]

Million Joy (3) 127,532 ordinary shares 3 Series A March 23, 2015 March 30, 2015 Qiming Managing Directors Fund IV, L.P. 3,526 series A US$3.50 million US$29.37 million US$0.28 preferred shares [REDACTED% ]

Qiming Venture Partners IV, L.P. 111,668 series A preferred shares Morningside Venture (I) Investments 86,396 series A Limited preferred shares HSDCMN SI RF OM NOPEEADSBETT HNEADTEIFRAINMS 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

Shares of ArkBio ITR,DVLPETADCROAESTRUCTURE CORPORATE AND DEVELOPMENT HISTORY, Cayman or Discount to Date of settlement registered capital the Post-money Date of investment of consideration of our Company valuation of our Cost per (1) (2) No. Round agreement (last payment) Investors subscribed for Total[REDACTED funds raised] Company Share

(4) 4 Series A+ September 21, 2016 January 13, 2017 Qiming Managing Directors Fund IV, L.P. 1,218 series A+US$0.81US$8.00[REDACTED% million] US$93.00 million preferred shares Qiming Venture Partners IV, L.P. 38,585 series A+ preferred shares Morningside Venture (I) Investments 39,803 series A+ Limited preferred shares SIP Sungent 59,705 series A+ preferred shares Oriza Seed 19,902 series A+ preferred shares 5 Series B June 26, 2018 November 8, 2018 Qiming Managing Directors Fund VI, L.P. 3,731 series B US$32.00 million US$166.54 7 – 175 – preferred shares million

US$1.14[REDACTED% ] (6) Qiming Venture Partners VI, L.P. 138,642 series B preferred shares Morningside Venture (I) Investments 142,373 series B Limited preferred shares Fortune Creation Ventures Limited

(5) 42,712 series B preferred shares Harmony Sky 42,712 series B preferred shares MING Bioventures Fund I 42,712 series B preferred shares Taige Yingke 42,712 series B preferred shares HSDCMN SI RF OM NOPEEADSBETT HNEADTEIFRAINMS 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

(8) 6 Series Pre-C November 5, 2020 November 6, 2020 Dejia ChengyuRMB1.83 RMB8,710,310 billionRMB11.48[REDACTED RMB150.00% ] (7) million Jiaxing Jianzi Luhao Equity Investment RMB2,177,577 Partnership (Limited Partnership) CITIC Securities Investment Co., Ltd. RMB2,177,577 7 Series C November 23, 2020 December 25, 2020 Yanchuang Xianrong RMB3,792,121 RMB360.00 million RMB2.46 billion RMB13.19

[REDACTED% ] Ningbo Yanchuang Yaoshang Yangming RMB1,516,848 Venture Capital Partnership (Limited

7 – 176 – Partnership) Hanhai Qianyuan RMB3,792,121 Wanrong Hongtu RMB3,792,121 Oriza Fund RMB2,275,272 DYEE Evergreen RMB2,275,272 DT Hexin RMB2,275,272 Renai Juke RMB2,275,272 Shanghai Hundun Boquan Equity RMB758,424 Investment Partnership (Limited Partnership) HSDCMN SI RF OM NOPEEADSBETT HNEADTEIFRAINMS 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

Shanghai Boquan Baifei Equity RMB758,424 Investment Partnership (Limited Partnership) Shengshi No. 9 RMB758,424 Yingke Jiaren RMB758,424 Shanghai Zhangjiang Torch Venture RMB1,516,848 Capital Co., Ltd. Tianjin Huafa Project Management RMB758,424 Consulting Partnership (Limited Partnership)

8 Series – C+ 177 – January 8, 2021 January 27, 2021 Gao Ling Yiheng RMB10,995,728 RMB310.00 million RMB3.87 billion and US$30.30 million

(9) (10) RMB18.01[REDACTED% ]

Renai Juke RMB549,786 Wanrong Hongtu RMB1,099,573 TPG Asia RMB10,995,728 Suzhou Ruihua Investment Partnership RMB1,099,573 (L.P.) Hainan Huayi Venture Capital Partnership RMB549,786 (Limited Partnership) HSDCMN SI RF OM NOPEEADSBETT HNEADTEIFRAINMS 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

Ningbo Yanyuan Yaoshang Industry RMB1,649,359 Financial Equity Investment Partnership (Limited Partnership) Wuhu Boquan Oufei Equity Investment RMB1,099,573 Partnership (Limited Partnership)

Equity transfers: 7 – 178 –

Shares of ArkBio Date of Cayman or Discount to settlement of registered capital Corresponding the Date of transfer consideration of our Company valuation of our Cost per (1) (2) No. agreement (last payment) Transferor Transferee subscribed for Consideration[REDACTED] Company Share

(11) 1 July 4, 2020 December 30, MoremHarmony Limited Sky Capital Limited 100,000 ordinary US$4,942,464 US$116.77[REDACTED million% ] US$0.80 2020 shares of ArkBio Cayman 2 October 25, November 11, Million Joy EPIC WIN GROUP LIMITED RMB369,959 US$0.6 million US$237.11 million US$1.62 2020 2020 [REDACTED% ]

3 November 16, November 18, Oriza Seed Qiming Rongxin RMB1,227,160 RMB14,562,450 RMB1.89 billion RMB11.87 [REDACTED% ] 2020 2020

4 November 20, December 10, ArkBio Limited QM155 Limited RMB6,165,993 RMB81.30 million[REDACTED RMB2.10% ] billion RMB13.19 2020 (12) 2020 HSDCMN SI RF OM NOPEEADSBETT HNEADTEIFRAINMS 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

Shares of ArkBio Date of Cayman or STRUCTURE CORPORATE AND DEVELOPMENT HISTORY, Discount to settlement of registered capital Corresponding the Date of transfer consideration of our Company valuation of our Cost per (1) (2) No. agreement (last payment) Transferor Transferee subscribed for Consideration[REDACTED] Company Share

5 December 31, January 27, 2021 Magic Seeds Suzhou Ruihua Investment RMB1,099,573 RMB20.00[ millionREDACTED% RMB3.39] billion RMB18.19 2020 Partnership (L.P.) March 11, 2021 Fuhai Ancheng Bohui (Bozhou) RMB549,786 RMB10.00 million Medical Equity Investment Fund Partnership (Limited Partnership) February 2, 2021 Daoyuan Guoxin (Jiaxing) Equity RMB549,786 RMB10.00 million Investment Partnership (Limited Partnership) January 29, 2021 Million Joy Daoyuan Guoxin (Jiaxing) Equity RMB962,126 RMB17.50 million Investment Partnership (Limited 7 – 179 – Partnership) 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 CORPORATE STRUCTURE

Basis of The considerations of the Pre-[REDACTED] Investments were considerations determined through arm’s length negotiation among the parties taking into consideration the then developing stage of our drug candidates and with reference to (i) the valuation of comparable companies at a similar developing stage in the market; (ii) the growth potential of our addressable market and the competition landscape; and (iii) the valuation of our Company proposed by other potential investors for their proposed investments.

Use of proceeds We utilized the proceeds to finance our research and development and whether they activities and fund our daily operations. have been fully utilized As of the Latest Practicable Date, we had utilized the proceeds from the series Angel I, Angel II, A, A+ and B financings in full and approximately 46% of the proceeds from the series pre-C financings. We had not yet commenced to utilize the proceeds from the series C and C+ financings.

Lock-up While there is no explicit lock-up requirement for the Pre-[REDACTED] Investments, according to the PRC Company Law, the Shares issued by our Company prior to the [REDACTED] (including those subscribed for or purchased by the Pre-[REDACTED] Investors) are restricted from [REDACTED] within one year from the [REDACTED].

Strategic benefits At the time of the Pre-[REDACTED] Investments, our Directors were of the view that (i) our Company would benefit from the additional capital provided by the Pre-[REDACTED] investors and their knowledge and experience in promoting our R&D progress and the commercialization of our drug candidates and (ii) the Pre-[REDACTED] Investments demonstrated the Pre-[REDACTED] investors’ confidence in the operation and development of our Group.

Notes:

(1) As adjusted to reflect subsequent capital injections or share conversions, as applicable.

(2) The discount to the [REDACTED] is calculated based on the assumption that the [REDACTED]is HK$[REDACTED] per Share (being the [REDACTED] of the indicative [REDACTED] range).

(3) Magic Seed was a shareholder of Million Joy at the time of Million Joy’s investment in ArkBio Cayman. In view of reflecting the actual beneficial ownership, pursuant to the Restructuring Agreement and a share transfer agreement dated August 28, 2020 between Million Joy and Magic Seed, Million Joy transferred 127,532 ordinary shares of ArkBio Cayman to Magic Seed (representing Magic Seed’s then indirect beneficial ownership in ArkBio Caymen through Million Joy) at the consideration of US$12,753, which was offset by the consideration for the repurchase of Magic Seeds’ equity interest in Million Joy on August 28, 2020.

(4) The increase from the post-money valuation of Series A financing to the pre-money valuation of Series A+ financing was mainly because we had a number of milestones for our products during the period between the two financings, including, among others, (i) we completed phase I clinical trial for ziresovir (AK0529) in Australia, and (ii) we initiated Viral Inhibition in Children for Treatment of RSV (VICTOR) international multiple centers phase II clinical trial for ziresovir (AK0529).

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(5) Fortune Creation Ventures Limited transferred the shares of ArkBio Cayman to its affiliate, BioTrack AK Limited on February 15, 2019.

(6) The increase from the post-money valuation of our series A+ financing to the pre-money valuation of our series B financing was mainly because we had a number of milestones for our products during the period between the two financings, including, among others, we cooperated with California Institute for Biomedical Research of The Scripps Research Institute for the development of AK0705.

(7) The rest of the consideration of was set off by the debt of RMB50 million, RMB25 million and RMB25 million owed by our Company held by Dejia Chengyu, Jiaxing Jianzi Luhao Equity Investment Partnership (Limited Partnership) and CITIC Securities Investment Co., Ltd., respectively.

(8) The increase from the post-money valuation of our series B financing to the pre-money valuation of our series pre-C financing was mainly because we had a number of milestones for our products during the period between the two financings, including, among others, (i) we in-licensed global rights of AK3280 from Genentech, Roche and Intermune, and (ii) we completed phase II global clinical trial of ziresovir (AK0529) for treatment of hospitalized pediatric patients and initiated the phase III clinical trial.

(9) The increase from the post-money valuation of our series C financing to the pre-money valuation of our series C+ financing was mainly because we had a number of milestones for our products during the period between the two financings, including, among others, our ziresovir (AK0529) received breakthrough designation from the NMPA.

(10) Our anticipated valuation immediately upon completion of the [REDACTED] was determined primarily taken into account (a) the post-money valuation of our series C+ financing; (b) the expected capital raising during the [REDACTED]; (c) our business development since completion of the series C+ financing, and (d) the difference in risks undertaken by the pre-[REDACTED] investors investing in a private company vis-à-vis investors investing in a public company. Subsequent to completion of our series C+ financing, we have continued to advance in the R&D of our drug candidates. In particular, (i) we further progressed the phase I clinical trial for ziresovir (AK0529) in the United States and the phase III clinical trial in China and (ii) we commenced the phase I bridging-PK clinical trial for AK3280 in China. The continuous progress of our business development is expected to support the step-up in the proposed [REDACTED] valuation of our Group.

(11) Morem Limited was wholly owned by a former senior management member of our Group.

(12) For details, please see “—Establishment and Major Shareholding Changes of Our Group – Restructuring – Step 3: Transfer of equity interest in our Company from ArkBio Limited to the shareholders of ArkBio Cayman” above.

Special Rights

The Pre-[REDACTED] Investors were granted certain special rights, including, amongst others, (i) the right to elect Directors and Supervisors, (ii) the right to receive financial statements and other information about our Company, (iii) pre-emptive right, (iv) right of first refusal and co-sale in certain circumstances, (v) tag-along right, (vi) certain liquidation preferences, (vii) redemption right, (viii) anti-dilution right, and (ix) most favorable right.

In accordance with the supplemental agreements to the joint venture agreement entered into among our Company, Dr. Wu and the relevant Pre-[REDACTED] Investors on February 25, 2021 and June 9, 2021, the special rights granted to the Pre-[REDACTED] Investors have been terminated in accordance with the Guidance on Pre-[REDACTED] investments (HKEX-GL43-12).

Compliance with Interim Guidance and Guidance Letters

Based on the documents provided by the Company relating to the pre-[REDACTED] investments, the Joint Sponsors confirm that the pre-[REDACTED] investments are in compliance with the Interim Guidance on Pre-[REDACTED] Investments (HKEX-GL29-12) and the Guidance on Pre-[REDACTED] investments (HKEX-GL43-12).

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Information about Our Major 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. Save for Million Joy, each of our Pre-[REDACTED] Investors was an Independent Third Party as of the Latest Practicable Date. The background information of our major Pre-[REDACTED] Investors who made meaningful investment in our Company is set out below:

Qiming Venture Partners

QM132 Limited is a company incorporated under the laws of Hong Kong, with Qiming Venture Partners IV, L.P. and Qiming Managing Directors Fund IV, L.P. being its shareholders. Qiming GP IV, L.P. is the general partner of Qiming Venture Partners IV, L.P, whereas Qiming Corporate GP IV, Ltd. is the general partner of both Qiming GP IV, L.P. and Qiming Managing Directors Fund IV, L.P.. The voting and investment power of the Shares in the Company held by QM132 Limited is exercised by Qiming Corporate GP IV, Ltd.

QM136 Limited is a company incorporated under the laws of Hong Kong, with Qiming Venture Partners VI, L.P. and Qiming Managing Directors Fund VI, L.P. being its shareholders. Qiming GP VI, L.P. is the general partner of Qiming Venture Partners VI, L.P, whereas Qiming Corporate GP VI, Ltd. is the general partner of both Qiming GP VI, L.P. and Qiming Managing Directors Fund VI, L.P.. The voting and investment power of the Shares in the Company held by QM136 Limited is exercised by Qiming Corporate GP VI, Ltd.

QM155 Limited is a company incorporated under the laws of Hong Kong, with Qiming Venture Partners VII, L.P. and Qiming VII Strategic Investors Fund, L.P. being its shareholders. Qiming GP VII, LLC is the general partner of both Qiming Venture Partners VII, L.P. and Qiming VII Strategic Investors Fund, L.P. The voting and investment power of the Shares in the Company held by QM155 Limited is exercised by Qiming GP VII, LLC.

QM132 Limited, QM136 Limited and QM155 Limited are set up by venture capital funds operated under Qiming Venture Partners. Qiming Venture Partners is a leading China venture capital firm with over US$5.9 billion of assets under management, and its portfolio companies include some of today’s most influential brands in their respective sectors, such as Xiaomi Corporation (stock code: 1810 (HKSE)), Meituan (stock code: 3690 (HKSE)), Beijing Roborock Technology Co., Ltd. (stock code: 688169 (SHSE)), Bilibili Inc. (stock ticker/code: BILI (NASDAQ), 9626 (HKSE)), Gan & Lee Pharmaceuticals (stock code: 603087 (SHSE)), Venus Medtech (Hangzhou) Inc. (stock code: 2500 (HKSE)), Hangzhou Tigermed Consulting Co., Ltd. (stock code: 300347 (SZSE), 3347 (HKSE)), Zai Lab Limited (stock ticker/code: ZLAB (NASDAQ), 9688 (HKSE)), Shanghai Sanyou Medical Co., Ltd. (stock code: 688085 (SHSE)) and Amoy Diagnostics Co., Ltd. (stock code: 300685) (SZSE). Each of QM132 Limited, QM136 Limited and QM155 Limited is focusing on the investments in healthcare and biotech and thus a Sophisticated Investor.

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TF Capital

Golden Trend Investment Limited is a limited company incorporated in the BVI with limited liabilities, which is wholly owned by Taitong Fund L.P.. The general partner of Taitong Fund L.P. is Taitong Management Co., Ltd. (“Taitong Management”). Taitong Management is a limited company incorporated in the Cayman Islands and wholly owned by Infinity Ventures Limited, which is ultimately wholly owned by Ms. Chiang Chen Hsiu-Lien (“Ms. Chiang Chen”). Ms. Chiang Chen has invested in a number of publicly traded companies in healthcare industry, including, among others, Zai Lab Limited, (stock ticker/code: ZLAB (NASDAQ)), Hua Medicine (stock code: 2552 (HKSE)) and Frontage Holdings Corporation (stock code: 1521 (HKSE)).

Harmony Sky is a limited company incorporated in the BVI with limited liabilities, which is wholly owned by Taitong Late Stage Fund L.P.. The general partner of Taitong Late Stage Fund L.P. is TF Venture Capital Management Co., Ltd. (“TF Venture”). TF Venture is a limited company incorporated in the Cayman Islands and wholly owned by Infinity Ventures Limited, which is ultimately wholly owned by Ms. Chiang Chen.

TF Capital focuses on investment in the life sciences industry, primarily investing in early stage companies with high potential. TF Capital is a Sophisticated Investor.

Gao Ling Yiheng

Gao Ling Yiheng is a limited partnership established in the PRC, the general partner of which is Shenzhen Gao Ling Tiancheng Phase III Investment Co., Ltd. (深圳高瓴天成三期投資有限公司) and the investment manager of which is Zhuhai Gao Ling Equity Investment Management Co., Ltd. (珠海高瓴股權投資管理有限公司), a limited liability company established in the PRC (“Zhuhai Gao Ling”). Zhuhai Gao Ling partners with exceptional entrepreneurs and management teams to create value with a focus on enacting innovation and technological transformation. Zhuhai Gao Ling invests in the healthcare, consumer, consumer technology, TMT, financials and business services sectors in companies across all equity stages. Zhuhai Gao Ling is a Sophisticated Investor.

Sunrays Biotechnology Limited

Sunrays Biotechnology Limited is a company incorporated in Hong Kong directly owned and controlled by Morningside Venture (I) Investments Limited under the Morningside group. Morningside group is a private investment group founded in 1986 focusing on private equity and venture capital investments in clean technology, educational technology, life sciences, and technology, media and telecommunication (TMT).

TPG

TPG Asia VII SF Pte. Ltd. is a company incorporated under the laws of Singapore with limited liability. It is an affiliate of TPG Capital (“TPG”). TPG is a leading global alternative asset firm founded in 1992 with more than US$91 billion of assets under management as of March 31, 2021. For many years, TPG has been investing in change, growth, and innovation. TPG aims to build dynamic products and options for its investors while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. TPG is a Sophisticated Investor.

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Decheng Capital

Dejia Chengyu is a limited partnership established in the PRC. Its general partner is Ningbo Decheng Medical and Health Investment Management Partnership (Limited Partnership) (寧波德誠醫健投資管理合夥企業(有限合夥)), managed by Decheng Capital. Decheng Capital primarily pursues investments in bio-pharmaceuticals, medical devices, diagnostics and life science tools, healthcare services, digital health, agricultural biotechnologies, and industrial biotechnologies.

Yanchuang Capital

Each of Ningbo Yanyuan Century Equity Investment Co., Ltd., Ningbo Yanchuang Xianrong Venture Capital Partnership (Limited Partnership), Ningbo Yanchuang Yaoshang Yangming Venture Capital Partnership (Limited Partnership) and Ningbo Yanyuan Yaoshang Industry Financial Equity Investment Partnership (Limited Partnership) is managed by Yanchuang Capital. For details of beneficial ownership of these investors, see the section headed “Substantial Shareholders” in this document.

Founded in June 2010, Yanchuang Capital, after years of development, has established three major business sectors, namely equity investment, securities investment as well as Cooperation with listed companies, merger, acquisition and reorganization, with a team of nearly 60 people; the overall assets under management of venture capital funds, industry funds, FOFs and securities investment funds held by, invested by or directly or indirectly controlled by partner teams exceeds RMB6 billion; there are 5 registered private fund managers, nearly 40 registered private funds, and nearly 50 public equity investment projects; among the projects invested by Yanchuang Capital, there are 9 listed projects, and over 10 projects within the tutoring period or expected to be reported in the next three years.

Magic Seeds

Magic Seeds is a limited company incorporated in the BVI with limited liabilities, which is wholly owned by Ms. Ying LIU. Ms. Ying LIU is the founding partner of Tiger Jade Capital, a private equity fund focused on China’s healthcare industry.

Wanrong Hongtu

Wanrong Hongtu is a limited partnership established in the PRC in August 2016, the general partner of which is Shenzhen Qianhai Wanrong Hongtu Investment Management Co., Ltd. (深圳市前海萬容紅土投資管理有限公司). In addition to our Company, Wanrong Hongtu has also invested in other companies in the fields of healthcare and TMT.

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Hanhai Qianyuan

Hanhai Qianyuan is a private equity investment fund registered in Ningbo, the PRC. It was established in November 2019. The executive partner of Hanhai Qianyuan is Ningbo Kaitou Hanrun Investment Management Partnership (Limited Partnership) (寧波開投瀚潤投資管理合夥企業(有限合夥)). The fund focuses on investing in high-quality unlisted companies in Ningbo, Zhejiang, the Yangtze River Delta region and key economic growth areas in China, while focusing on strategic emerging industries and high-quality listed companies’ merger and reorganization opportunities. The main investment directions are healthcare, industrial Internet, 5G+, digital economy and smart logistics.

SIP Sungent

SIP Sungent is a limited partnership established in the PRC, which is managed by SIP Yuanfu Venture Capital Management Partnership (LP) (蘇州工業園區元福創業投資管理企業 (有限合夥)), a Sophisticated Investor mainly focused on early and growth stage life science and healthcare investment. Its portfolio includes companies across innovative drug, medtech, diagnosis and health services sectors. SIP Sungent has 42 limited partners. SIP Sungent and its general partners and limited partners are Independent Third Parties.

Renai Juke

Renai Juke is a limited partnership established in the PRC in October 2020 whose general partner is Tianjin Renai Juai Enterprise Management Co., Ltd (天津仁愛聚愛企業管理有限公司). Renai Juke is owned by Tianjin Renai Jufa Enterprise Management Co., Ltd. (天津仁愛聚發企業管理有限公司), Tianjin Renai Jubai Enterprise Management Partnership (Limited Partnership) (天津仁愛聚百企業管理合夥企業(有限合夥)) and Tianjin Renai Juai Enterprise Management Co., Ltd (天津仁愛聚愛企業管理有限公司) as to 75%, 24.75% and 0.25% respectively. Tianjin Renai Jufa Enterprise Management Co., Ltd. (天津仁愛聚發企業管理有限公司) and Tianjin Renai Juai Enterprise Management Co., Ltd (天津仁愛聚愛企業管理有限公司) are controlled by Tianjin Renai Enterprise Management Co., Ltd (天津仁愛企業管理有限公司). Each of Renai Juke, its general partner and limited partners is an Independent Third Party. Renai Juke is principally engaged in equity investments in private companies. The investment scope includes pharmaceuticals, biotech, medical devices, and healthcare services.

BioTrack LY Limited

BioTrack LY Limited is a limited company incorporated in Hong Kong with limited liabilities, which is majority-owned by BioTrack Capital Fund I, LP (“BioTrack Capital”). BioTrack Capital is a Cayman Islands exempted limited partnership and is targeting to achieve longterm capital appreciation through equity and equity-related investments primarily in healthcare and healthcare related opportunities. BioTrack Fund I GP, LP, acts as the sole general partner of BioTrack Capital and the limited partners of BioTrack Capital include family offices, foundations, fund of funds, endowments and other qualified investors. The sole general

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MING Bioventures Fund I

Suzhou MING Bioventures Fund I Venture Capital, L.P. (蘇州聚明中泓方仁創業投資合夥企業(有限合夥)) is a limited partnership organized in the PRC and focuses on investments in healthcare companies in new drugs, medtech, innovative diagnostics and other healthcare fields. With over RMB500 million assets under management, MING Bioventures Fund I has invested in several early-stage biomedical cases. The portfolio companies of MING Bioventures Fund I include Suzhou Basecare Medical Corporation Limited (stock code: 2170 (HKSE)), Suzhou Symap Medical Devices Co., Ltd. (蘇州信邁醫療器械有限公司). Suzhou MING Bioventures L.P. (蘇州聚明投資管理合夥企業(有限合夥)) is its general partner and is ultimately controlled by Mr. Guo Hua (郭華), an Independent Third Party. MING Bioventures Fund I has 16 limited partners.

Yingke Capital

Each of Taige Yingke, Yingke Jiaren and Shengshi No. 9 is a limited partnership established in the PRC, which is owned by a group of professional investment institutions and individuals. The general partner of Taige Yingke and Yingke Jiaren is Yingke Innovation Asset Management Co., Ltd. (盈科創新資產管理有限公司,“Yingke Innovation”), which is ultimately controlled by Qian Mingfei (錢明飛), who is an Independent Third Party. The general partner of Shengshi No. 9 is Guangxi Yingji Investment Holding Co., Ltd. (廣西盈吉投資控股有限公司), which is controlled by Yingke Innovation. Apart from the investment in our Company, Taige Yingke, Yingke Jiaren and Shengshi No. 9 also invested in other healthcare companies.

Boquan Capital

Each of Shanghai Boquan Baifei Equity Investment Partnership (Limited Partnership), Shanghai Hundun Boquan Equity Investment Partnership (Limited Partnership) and Wuhu Boquan Oufei Equity Investment Partnership (Limited Partnership) is a limited partnership established in the PRC, and the manager of which is Shanghai Boquan Equity Investment Management Co., Ltd. (“Boquan Capital”).

Medical and big health is the main investment and service area for Boquan Capital. On the one hand, Boquan Capital, as a professional fund manager, focuses on the research and development of new drugs and high-end medical devices as its main directions, and invests in outstanding enterprises at early or growth stage in the healthcare industry. On the other hand, Boquan Capital provides capital market services for related enterprises, including but not limited to red chip structure adjustment, tax planning, private equity financing, equity incentive plan design and implementation, listing consulting and services, post-listing refinancing, mergers and acquisitions consulting and services, etc.

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Boquan Capital is owned by Mr. Yaqiu WU (吳亞秋) and Mr. Weidong GE (葛衛東)asto 65% and 35%, respectively. Both Mr. Yaqiu WU and Mr. Weidong GE are independent third parties. The actual controller of Boquan Capital and its funds is Mr. Yaqiu WU.

Oriza Fund

Jiangsu Jiequan Oriza Intellectual Property Science and Technology Innovation Fund (Limited Partnership) (江蘇疌泉元禾知識產權科創基金(有限合夥)) (“Oriza Fund”) is a limited partnership established in the PRC, which is managed by Suzhou Oriza Holdings Corporation (蘇州元禾控股股份有限公司). Oriza Holdings, founded in 2001, is an investment holding company with AUM of more than RMB100 billion. The business covers the three major business sectors of equity investment, debt financing and investment and financing services. It focuses on solving the capital needs of different stages of enterprise development, is committed to promoting the integration of technology and finance, and continues to support the development of the real economy.

DYEE Capital

DYEE Evergreen was established in April 2020 and filed as a private equity fund by the Asset Management Association of China. Its fund manager is Xiamen DYEE Evergreen Equity Investment Management Partnership (Limited Partnership) (廈門德屹長青股權投資管理合伙企業(有限合伙)). As a fund of DYEE Capital, DYEE Evergreen mainly engages in venture capital investments, focusing on the modern service industry, prioritizing investments in fields such as healthcare, information services, consumption upgrading, etc.

DT Capital

The general partner of DT Hexin is Tibet Detong Enterprise Management Co., Ltd. (西藏德同企業管理有限公司), which is wholly owned by Detong (Beijing) Investment Management Co., Ltd. (德同(北京)投資管理股份有限公司,“DT Capital”).

DT Capital is a leading venture capital company that provides growth funds for Chinese companies at early and expansion stages. DT Capital invests in active businesses that have high growth potential, a strong management team, and have demonstrated revenue models in both technology-based and traditional industries. DT Capital manages multiple USD and RMB dominated funds.

– 187 – 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 CORPORATE STRUCTURE

Public Float

As of the Latest Practicable Date, Profits Excel and Million Joy were close associates of our Company as they were ultimately controlled by Dr. Wu. Therefore, the H Shares to be converted from Unlisted Foreign Shares held by them will not be counted towards public float for the purpose of Rule 8.08 of the Listing Rules after the [REDACTED].

Our Domestic Shares and Unlisted Foreign Shares which will not be converted into H Shares and listed following the completion of the [REDACTED] will not be considered as part of the public float.

Save as disclosed above, to the best of our Directors’ knowledge, all other existing Shareholders are not core connected persons of our Company and the shares held by them, accounting for approximately [REDACTED]% of the total issued share capital of our Company immediately after the completion of the [REDACTED] (assuming the [REDACTED] is not exercised), will be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after the [REDACTED]. As a result, over [REDACTED]% of the Company’s total issued Shares with a [REDACTED] of more than HK$375 million will be held by [REDACTED] upon completion of the [REDACTED] as required under Rule 8.08(1)(a) and Rule 18A.07 of the Listing Rules.

OUR CAPITALIZATION

The below table is a summary of the capitalization of our Company as of the Latest Practicable Date and immediately upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised):

Shareholding Shareholding percentage percentage immediately as of the upon Latest completion Number of Practicable of the No. Shareholder Shares Date [REDACTED]

1 Profits Excel 43,161,954 19.58% [REDACTED]% 2 Sunrays Biotechnology Limited 16,560,130 7.51% [REDACTED]% 3 Golden Trend 14,644,793 6.64% [REDACTED]% 4 Million Joy 10,999,901 4.99% [REDACTED]% 5 Gao Ling Yiheng 10,995,728 4.99% [REDACTED]% 6 TPG Asia 10,995,728 4.99% [REDACTED]% 7 QM132 Limited 9,557,106 4.33% [REDACTED]% 8 QM136 Limited 8,778,706 3.98% [REDACTED]%

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Shareholding Shareholding percentage percentage immediately as of the upon Latest completion Number of Practicable of the No. Shareholder Shares Date [REDACTED]

9 Dejia Chengyu 8,710,310 3.95% [REDACTED]% 10 QM155 Limited 6,165,993 2.80% [REDACTED]% 11 Aierkai 5,852,909 2.65% [REDACTED]% 12 Magic Seeds 5,664,467 2.57% [REDACTED]% 13 Green Genesis 5,170,325 2.35% [REDACTED]% 14 Wanrong Hongtu 4,891,694 2.22% [REDACTED]% 15 Yanchuang Xianrong 3,792,121 1.72% [REDACTED]% 16 Hanhai Qianyuan 3,792,121 1.72% [REDACTED]% 17 SIP Sungent 3,681,409 1.67% [REDACTED]% 18 Ark Zhenmou 3,567,829 1.62% [REDACTED]% 19 Aibaiyi 2,958,119 1.34% [REDACTED]% 20 Renai Juke 2,825,058 1.28% [REDACTED]% 21 BioTrack LY Limited 2,633,619 1.19% [REDACTED]% 22 Harmony Sky 2,633,619 1.19% [REDACTED]% 23 MING Bioventures Fund I 2,633,619 1.19% [REDACTED]% 24 Taige Yingke 2,633,619 1.19% [REDACTED]% 25 Oriza Fund 2,275,272 1.03% [REDACTED]% 26 DYEE Evergreen 2,275,272 1.03% [REDACTED]% 27 DT Hexin 2,275,272 1.03% [REDACTED]% 28 Suzhou Ruihua Investment 2,199,146 1.00% [REDACTED]% Partnership (L.P.) 29 Jiaxing Jianzi Luhao Equity 2,177,577 0.99% [REDACTED]% Investment Partnership (Limited Partnership) 30 CITIC Securities Investment Co., 2,177,577 0.99% [REDACTED]% Ltd. 31 Ningbo Yanyuan Yaoshang 1,649,359 0.75% [REDACTED]% Industry Financial Equity Investment Partnership (Limited Partnership) 32 Ningbo Yanchuang Yaoshang 1,516,848 0.69% [REDACTED]% Yangming Venture Capital Partnership (Limited Partnership) 33 Shanghai Zhangjiang Torch 1,516,848 0.69% [REDACTED]% Venture Capital Co., Ltd.

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Shareholding Shareholding percentage percentage immediately as of the upon Latest completion Number of Practicable of the No. Shareholder Shares Date [REDACTED]

34 Daoyuan Guoxin (Jiaxing) Equity 1,511,912 0.69% [REDACTED]% Investment Partnership (Limited Partnership) 35 Qiming Rongxin 1,227,160 0.56% [REDACTED]% 36 Wuhu Boquan Oufei Equity 1,099,573 0.50% [REDACTED]% Investment Partnership (Limited Partnership) 37 Shanghai Hundun Boquan Equity 758,424 0.34% [REDACTED]% Investment Partnership (Limited Partnership) 38 Shanghai Boquan Baifei Equity 758,424 0.34% [REDACTED]% Investment Partnership (Limited Partnership) 39 Shengshi No. 9 758,424 0.34% [REDACTED]% 40 Yingke Jiaren 758,424 0.34% [REDACTED]% 41 Tianjin Huafa Project 758,424 0.34% [REDACTED]% Management Consulting Partnership (Limited Partnership) 42 Fuhai Ancheng Bohui (Bozhou) 549,786 0.25% [REDACTED]% Medical Equity Investment Fund Partnership (Limited Partnership) 43 Hainan Huayi Venture Capital 549,786 0.25% [REDACTED]% Partnership (Limited Partnership) 44 EPIC WIN GROUP LIMITED 369,959 0.17% [REDACTED]% Total 220,464,344 100.00% [REDACTED]%

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OUR SHAREHOLDING AND CORPORATE STRUCTURE

As of the Latest Practicable Date and Immediately before Completion of the [REDACTED]

The chart below sets out the shareholding and corporate structure of our Company as of the Latest Practicable Date and immediately before the [REDACTED]:

Employee Qiming Sunrays Profits Million TF Gao Ling TPG Other Shareholding Venture Biotechnology Excel Joy Capital(3) Yiheng Asia Shareholders(4) Platforms(1) Partners(2) Limited

19.58% 4.99% 7.96% 11.11% 7.84% 7.51% 4.99% 4.99% 31.04%

Our Company

100% 100% 100% ArkBio Kesheng ArkBio Suzhou ArkBio HK (PRC) (PRC) (HK)

100% ArkBio Australia (Australia)

Immediately upon Completion of the [REDACTED]

The chart below sets out the shareholding and corporate structure of our Company immediately upon completion of the [REDACTED] (assuming the [REDACTED]isnot exercised):

Employee Qiming Sunrays Profits Million TF Gao Ling TPG Other Public Shareholding Venture Biotechnology Excel Joy Capital(3) Yiheng Asia Shareholders(4) Shareholders Platforms(1) Partners(2) Limited

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

Our Company

100% 100% 100% ArkBio Kesheng ArkBio Suzhou ArkBio HK (PRC) (PRC) (HK)

100% ArkBio Australia (Australia) Notes:

(1) Namely Ark Zhenmou, Aibaiyi, Green Genesis, and Aierkai. (2) Namely QM132 Limited, QM136 Limited and QM155 Limited. (3) Namely Golden Trend and Harmony Sky. (4) For details, please see the paragraph headed “—Our Capitalization” above.

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