M&A 2018 Review
China Pharmaceutical Sector April 2019 Agenda
Foreword 03 Overview 05 Strategic Buyers 09 Financial Buyers 14 Mainland China Outbound Deals 18
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 2 Foreword — Explanation of data presented in this report (1/2)
• The data and analysis here presented are for the China Pharmaceutical sector only • The data source of this deck is consistent with that of PwC M&A 2018 Review and 2019 Outlook, which is based on the information compiled by ThomsonReuters, ChinaVenture and PwC analysis, unless stated otherwise • Thomson Reuters and ChinaVenture record announced deals. Some announced deals will not go on to complete • The deal volume figures presented in this report refer to the number of deals announced, regardless of whether or not a value is disclosed for the deal • The deal value figures presented in this report refer only to the deals whereby a value has been disclosed (referred to in this presentation as “disclosed value”) • “Domestic” means China including Hong Kong and Macau • “Outbound” relates to mainland China company acquisitions abroad • “Inbound” relates to overseas company acquisitions of Domestic companies
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 3 Foreword — Explanation of data presented in this report (2/2)
• “Private Equity deals” or “PE deals” refer to financial buyer deals with deal value of over US$10mn and/or with undisclosed deal value, invested mainly by private equity GPs, and also including direct investments by financial institutions and conglomerates which are of the nature of private equity type investing • “VC deals” refer to financial buyer deals with deal value of less than US$10mn and/or with undisclosed deal, but invested by venture capital funds • “Strategic buyer” refers to corporate buyers (as opposed to financial buyers) that acquire companies with the objective of integrating the acquisition in their existing business • “Financial buyer” refers to investors that acquire companies with the objective of realising a return on their investment by selling the business at a profit at a future date and mainly, but not entirely, comprise PE and VC funds
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 4 Overview
PwC China pharmaceutical M&A was relatively active in 2018, with a 54% increase in deal volume and a 16% increase in deal value at US$19.77 billion; the increase was driven by domestic strategic buyers and financial buyers offsetting a 30% decline in outbound M&A
Total deal volume and value of China Pharmaceutical sector, 2018 vs. 2017
2015 2016 2017 2018 18 Vs 17 % Diff Volume Value Volume Value Volume Value Volume Value Vol Value Strategic buyers (US$mil) (US$mil) (US$mil) (US$mil) Domestic 194 23,454 172 11,411 158 6,481 167 9,033 6% 39% Foreign 4 19 8 97 11 178 3 - (73%) n/a Total Strategic buyers 198 23,473 180 11,508 169 6,659 170 9,033 1% 36%
Financial buyers Private Equity 37 7,431 53 5,373 39 4,001 86 5,963 121% 49% VC 47 85 38 194 39 87 129 293 231% 238% Total Financial buyers 84 7,516 91 5,567 78 4,088 215 6,256 176% 53%
China mainland Outbound SOE - - - - 2 576 3 193 50% (66%) POE 7 117 25 2,668 24 3,877 15 1,047 (38%) (73%) Financial buyers 1 - 5 564 7 1,909 31 3,222 343% 69% Total China mainland Outbound 8 117 30 3,231 33 6,362 49 4,462 48% (30%)
HK Outbound 1 53 3 276 3 6 3 18 0% 175%
Total 291 31,159 304 20,582 283 17,115 437 19,769 54% 16%
* US$ 67.83bn of Yunnan Baiyao’s restructuring plan announced in November 2018 was excluded from domestic strategic buyer deals. Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 6 Overall deal volume hit record high of 437, with significant increase in PE/VC transactions at record high of 246
Deal volume by main category (2015-2018) 500 450 21 400 Up 54% 350 8 300 28 246 29 250 85 96 85 200 4 8 3 150 11 100 194 172 158 167 50 0 2015 2016 2017 2018 Domestic Strategic Buyer Foreign Strategic Buyer Financial Buyer Outbound
* 31 PE-led China mainland outbound deals are also recorded in financial buyer deals Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 7 Deal values increased by 16% year-on-year due to significant increase of domestic strategic M&A and PEVC investment, but China outbound M&A dropped off the 2017 peak to the lowest in the past three years.
Deal value by main category (2015-2018)
35,000 170 30,000 7,516 25,000 19 Up 16% 1,258 20,000 2,943
15,000 4,459 6,131 9,478 23,454 97 10,000 5,997 - 11,411 178 5,000 9,033 6,481 0 2015 2016 2017 2018 Domestic Strategic Buyer Foreign Strategic Buyer Financial Buyer Outbound
* US$3.22bn (US$ 1.91bn in 2017) of private equity fund backed China mainland outbound deals are also recorded in financial buyer deals Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 8 Strategic Buyers
PwC Domestic strategic M&A increased by 1% and 36% in deal volume and deal value, respectively, with 22 mega-deals valued at more than US$100 million (compared to 12 in 2017); On the other hand, foreign inbound strategic M&A remained inactive
Strategic buyer deals volume and value (2015-2018) Volume US$mil 250 25,000
4 200 20,000 8 11 3 150 15,000
100 194 10,000 172 158 167 50 5,000
0 0 2015 2016 2017 2018 Deal volume — Domestic Deal volume — Inbound Deal value — Domestic Deal value — Inbound
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 10 The growth of the deal values of strategic buyers mainly came from the pharmaceutical sector; volume and value of deals in the biotechnology sector both fell in 2018
Strategic buyer deal by subsector (2015-2018) Volume US$mil 250 20,000 18,000 200 16,000 14,000 65 42 150 39 12,000 70 10,000 100 8,000 6,000 133 138 131 50 99 4,000 2,000 0 0 2015 2016 2017 2018 Deal volume — Pharmaceutical Deal volume — Biotechnology Deal value — Pharmaceutical Deal value — Biotechnology
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 11 2018 top deals of strategic buyers (1/2) — above US$200 million
Date Deal val Acquirer Target Target industry Brief introduction announced (US$ mil) 1 05/01/2018 1,308 Sino Biopharmaceutical Ltd Sino Biopharm Pharmaceuticals Sino Biopharmaceutical Ltd (Sino Biopharm) of China acquired the remaining (Beijing) Ltd 51% interest, which it did not already own, in Sino Biopharmaceutical (Beijing) Ltd, manufacturer of pharmaceutical preparation, from France Investment (China) Group Ltd, in exchange for 723.284 mil Sino Biopharm's new ordinary shares valued at CNY 8.494 bil (USD 1.308 bil), in a stock swap transaction. The shares were valued based on Sino Biopharm's closing stock price of CNY 11.743 (USD 1.809) on 4 Jan 2018, the last full trading day prior to the announcement. 2 10/07/2018 1,203 Beijing New Oriental Star Jiangsu Aosaikang Pharmaceuticals Beijing New Oriental Star Petrochemical Engineering Co Ltd (BNEC) acquired Pharmaceutical Co the entire share capital of Jiangsu Aosaikang Pharmaceutical Co Ltd, a Nanjing- Ltd based manufacturer and wholesaler of pharmaceutical preparation for a total CNY 7.952 bil (USD 1.203 bil), in a stock swap reverse takeover transaction. 3 02/06/2018 667 China Resources Jiangzhong Pharm Pharmaceuticals China Resources Pharmaceutical Holdings Co Ltd, a unit of China Resources Pharmaceutical Holdings Co Co Ltd Pharmaceutical Group Ltd, ultimately owned by the Chinese state-owned China Ltd Resources National Co Ltd, intended to launch a tender offer for a 56.973% interest or 170.918 mil ordinary shares in Jiangzhong Pharmaceutical Co Ltd, a Nanchang-based manufacturer and wholesaler of pharmaceutical preparation, for CNY 25.03 (USD 3.9) per share, or a total CNY 4.278 bil (USD 666.577 mil). 4 28/12/2018 437 Nanning Baling Tech Co Ltd Cellonis Pharmaceuticals Nanning Baling Technology Co Ltd planned to acquire the entire share capital of Biotechnologies Co Cellonis Biotechnologies Co Ltd, a Beijing-based manufacturer of biological Ltd products, for a total CNY 3 bil (USD 437.007 mil) in cash. 5 19/03/2018 341 Ping An Life Insurance China Traditional Pharmaceuticals Ping An Life Insurance Co of China Ltd of China, a unit of Ping An Insurance Chinese (Group) Co of China Ltd, acquired a 12% stake or 604.296 mil new ordinary shares in China Traditional Chinese Medicine Holdings Co Ltd, a Hong Kong- based manufacturer of pharmaceutical preparation, for HKD 4.43 (USD 0.565) in cash per share, or a total HKD 2.677 bil (USD 341.327 mil), in a privately negotiated transaction.
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 12 2018 top deals of strategic buyers (2/2) — above US$200 million
Date Deal val Acquirer Target Target industry Brief introduction announced (US$ mil) 6 21/05/2018 280 Shanghai Pharmaceuticals Guangdong Pharmaceuticals Shanghai Pharmaceuticals (HK) Investment Ltd, a wholly-owned overseas subsidiary of (HK) Investment Ltd/Sunrise Techpool Bio- Shanghai Pharma Group, intends to acquire a 100% stake in Takeda Chromo Beteiligungs Bright Investment Limited Pharma AG, a wholly-owned subsidiary of Takeda Pharma AG for USD144 mil (about CNY915 mil), thus indirectly holding a 26.34% interest in Guangdong Techpool Bio-pharma Co Ltd. Upon completion of the transaction, Shanghai Pharma's shareholding in Guangdong Techpool will increase from 40.80% to about 67.14%, realizing absolute control. Meanwhile, Sunrise Bright Investment Limited is buying the 100% stake of another wholly owned Swiss subsidiary of Takeda Pharma AG for USD136 mil, thereby indirectly owning 25% interest of Guangdong Techpool. 7 15/06/2018 273 Henan Yinge Industrial Genova Inc Biotechnology An investor group, comprised of Henan Yinge Industrial Investment Co Ltd, Beijing Investment Co Ltd/ Beijing Qiancheng Jufu Asset Management Co Ltd and iCapital Ltd agreed to acquire a 10% stake Qiancheng Jufu Asset in Genova Inc, manufacturer of biological products, a unit of Novagen Holding Corp, for CNY 1.747 bil (USD 273 mil), in a privately negotiated transaction. Management Co Ltd/iCapital Ltd 8 27/11/2018 269 Chengdu Xingcheng Invest Tianjin Chase Sun Pharmaceuticals The Chinese state-owned Chengdu Xingcheng Investment Group Co Ltd agreed to acquire Grp Pharmaceutical Co 16.195% stake or 487.64 mil ordinary shares in Tianjin Chase Sun Pharmaceutical Co Ltd, a Ltd Tianjin-based manufacturer of pharmaceutical preparation, for CNY 3.83 (USD 0.552) per share, or a total CNY 1.868 bil (USD 269.126 mil), in a privately negotiated transaction. 9 31/08/2018 252 Shenzhen Nuoyu Tech Co Ltd Guanfu Holdings Pharmaceuticals Shenzhen Nuoyu Technology Co Ltd, a unit of Shanghai Qianxi Investment Consulting Co Co Ltd Ltd, signed a Letter of Intent to acquire 14.569% stake or 383.717 mil ordinary shares in Guanfu Holdings Co Ltd, a Quanzhou-based manufacturer of pharmaceutical preparation, for an estimated CNY 4.5 (USD 0.658) in cash per share, or an estimated a total CNY 1.727 bil (USD 252.39 mil), in a privately negotiated transaction. 10 01/06/2018 242 Grand Pharm (China) Co Ltd Shanghai Winguide Pharmaceuticals Grand Pharmaceutical (China) Co Ltd, a unit of China Grand Pharmaceutical &Healthcare Huangpu Holdings Ltd, planned to acquire the entire share capital of Shanghai Winguide Huangpu Pharmaceutical Co Ltd, manufacturer and wholesaler of pharmaceutical preparation, from Winguide Far East Ltd, for a total CNY 1.551 bil (USD 242.028 mil) in cash. 11 24/05/2018 241 China Grand Pharm Taiwan Tung Yang Pharmaceuticals China Grand Pharmaceutical &Healthcare Holdings Ltd of Hong Kong (Grand Healthcare Intl Co Ltd Pharmaceutical &Healthcare), a unit of Outwit Investments Ltd, agreed to acquire the entire share capital of Taiwan Tung Yang International Co Ltd, a Shanghai-based manufacturer of pharmaceutical preparation, from GL Saino Investment Ltd, for an estimated CNY 1.54 bil (USD 241.097 mil), in a stock swap transaction.The consideration was to consist of CNY 924 mil (USD 144.658 mil) in cash and the issuance of 181.07 mil new ordinary shares value at CNY 616 mil. Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 13 Financial Buyers
PwC PE/VC activity hit new records in deal volume at 215, and rebounded strongly in deal value to the highest in the past three years, reflecting high supply of available capital meeting high demand for funding in the private sector
Financial buyer deals (2015-2018)
Volume US$mil 250 8,000
7,000 200 6,000
150 129 5,000 4,000
100 3,000 38 47 39 2,000 50 86 53 1,000 37 39 0 0 2015 2016 2017 2018 Deal volume — PE Deal volume — VC Deal value — PE Deal value — VC
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 15 2018 top deals of financial buyers (1/2) — above US$200 million
Date Deal val Acquirer Target Target industry Brief introduction announced (US$ mil) 1 24/04/2018 285 Investor Group Innovative Cellular Biotechnology An investor group, comprised of Witruth Capital Co Ltd, Dunhou Venture Capital Co Ltd, Shenzhen GTJA Investment Group Co Ltd, SB China Venture Capital Ltd and Volcanics Venture Co Ltd acquired an undisclosed minority stake in Innovative Cellular Therapeutics Co Ltd, a Shanghai-based manufacturer of biological products, for CNY 1.8 bil (USD 284.999 mil) in a privately negotiated transaction. 2 03/08/2018 277 Hillhouse/GIC/Baker BeiGene Bio-pharmaceuticals BeiGene listed in HKSE on 8 August 2018, raising about USD 903 mil by Bros/Ally Bridge issuing 65.6 mil shares at the issue price of HKD108 per share. It brought in four cornerstone investors, including Hillhouse (subscribed for HKD 559 mil), GIC (subscribed for USD 100 mil), Baker Bros (subscribed for USD 80 mil) and Ally Bridge (subscribed for USD 25 mil). 3 24/05/2018 260 Sequoia Capital/Yunfeng Brii Biosciences Bio-pharmaceuticals Brii Bio, a company committed to bringing innovative medicines to China Capital/Boyu capital/Blue as a way to improve public health and together with clinically Pool/Arch Venture differentiated assets to meet this challenge was initially funded by ARCH Partners/6 Dimensions Venture Partners, 6 Dimensions Capital, Boyu Capital, Yunfeng Capital, Capital Sequoia Capital, and Blue Pool Capital of USD 260 million. 4 09/05/2018 260 Investor Group CStone Bio-pharmaceuticals CStone Pharmaceuticals, a clinical stage biopharmaceutical company Pharmaceuticals devoted to the development of innovative drugs, completed a $260 million financing.The investment was led by GIC Private Limited, Singapore’s sovereign wealth fund, with participation from new investors including Sequoia China, Yunfeng Capital, 6 Dimensions Capital, CITIC PE, Taikang Insurance Group, ARCH Venture Partners, Hillhouse Capital, King Star Capital, 3W Partners, AVICT, and Terra Mafnum Capital Partners. Existing investors also participated in this round, including Oriza Seed Venture Capital , Boyu Capital, and WuXi Healthcare Ventures (currently a 6 Dimensions Capital fund).
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 16 2018 top deals of financial buyers (2/2) — above US$200 million
Date Deal val Acquirer Target Target industry Brief introduction announced (US$ mil) 5 16/10/2018 246 Investor Group Innovent Biologics Bio-pharmaceuticals Innovent Biologics announced in Hong Kong on 16 October 2018 that it would issue 236 mil shares, or 21% of the enlarged share capital, for HKD12.50 to HKD14 per share, raising up to HKD3.3 bil. Cornerstone investors include Seacliff and Dwyer, Cormorant Asset Management, LP, king lam Asset Management, LAV Biosciences Fund IV, L.P. Prime Capital Funds, Rock Springs Capital Master Fund LP, SCC Growth V Holdco L. Ltd., Elbrus Investments Pte. Ltd., value partners fund management Hong Kong Ltd., and Vivo Funds, subscribed for the total number of shares available for sale for HKD1.918 bil. 6 10/12/2018 242 Investor Group Shanghai Junshi Bio-pharmaceuticals Junshi Biosciences is a bio-pharmaceutical company engaged in the Biosciences Co., Ltd. discovery and development of innovative drugs, as well as clinical research and commercialization on a global scale. It listed in HKSE from 24 December 2018, raising a total of HKD 3.08 bil to HKS3.24 billion. Seven cornerstone investors have committed to buy a total of USD 242 mil of the company's shares. 7 29/06/2018 220 Hony/CDH/Hopu/ I-MAB BIOPHARMA Bio-pharmaceuticals I-Mab Biopharma, a company focusing on innovative Biologics in Hillhouse/Singapore- therapeutic areas of immuno-oncology and immuno-inflammation, based EDBI/Ally announced the completion of Series C financing for $220 million USD, Bridge/Tasly Capital representing one of the largest amounts ever raised in Series C by an innovative biotech company in China. This round of funding was led by Hony Capital, with participations from Hillhouse Capital, HOPU Investments, CDH Investment, Ally Bridge Group, Singapore-based EDBI, and existing investors C-Bridge Capital and Tasly Capital. 8 26/12/2018 201 Wuxi Zhongbao Jiawo Walvax Biotechnology Yunnan Industrial Investment Group signed a share transfer agreement Investment Partnership Biotechnology Co., with Wuxi Zhongbao Jiawo, to transfer the 5% of Walvax Biotechnology's (Limited Partnership) Ltd. shares (about 76.87 million shares) it hold to Zhongbao Jiawo at a price of CNY 137.8 mil. Walvax Biotechnology is a company specializing in the development, production and marketing of vaccine products in the field of biomedicine. 9 28/11/2018 200 Ireland Strategic WuXi NextCODE Biotechnology On 28 November 2018, Ireland Strategic Investment Fund, Temasek Investment Holdings (Private) Co., LTD., Shanghai Yunfeng Investment Fund/Temasek/Yunfeng Management Co., LTD., Sequoia Capital China Fund and undisclosed Capital/Sequoia Capital investors invested USD 200 mil in WuXi NextCODE. Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 17 Mainland China Outbound Deals
PwC Although the number of mainland China outbound deals increased by 48% in 2018, the deal values decreased by 30%, mainly caused by the decrease of POE activities; The involvement of PE and financial buyers in outbound M&A is now a well established sub-sector of the market and contributed 31 deals with 7 US$100 million+ mega-deals (compared to 4 in 2017)
Mainland China outbound deals by investor type Volume US$mil 60 4,500 4,000 50 3,500 40 3,000 31 2,500 30 7 5 2,000 20 1,500
25 24 1,000 10 15 1 500 7 0 - - 2 3 0 2015 2016 2017 2018 Deal volume — SOE Deal volume — POE Deal volume — Financial buyer Deal value — SOE Deal value — POE Deal value — Financial buyer
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 19 2o18 top Mainland China outbound deals — above US$200 million
Date Deal val Acquirer Target Target industry Brief introduction announced (US$ mil) 1 11/04/2018 593 China Jianyin Financial buyer Australia Nature’s Care Pharmaceuticals China Jianyin Investment Ltd. and its wholly-owned branch company announced Investment Ltd Biotech that together with Tamar Alliance Partners Fund I, L.P., the deal of buying 75% shares of the Australian health company Australia Nature’s Care Biotech (ANCB) has officially completed. 2 31/08/2018 510 WeDoctor/Mason POE Genea Biomedx Biotechnology WeDoctor, Mason Group and Aldworth Management will acquire 89.5% shares of Group/Aldworth Genea Biomedx, an Australian biotechnology company by HKD 3.43 billion to Management HKD 4 billion. Genea Biomedx has offered infertility therapeutic services in Australia for about 30 years. Genea focuses on the development of IVF, artificial insemination and human culture solutions. 3 08/02/2018 500 Investor group Financial buyer Moderna Therapeutics Bio-pharma Moderna Therapeutics, a clinical stage biotechnology company that is pioneering messenger RNA (mRNA) therapeutics and vaccines to create a new generation of transformative medicines for high unmet medical needs in patients, has raised $500 million in a new funding round. New investors include a wholly-owned subsidiary of the Abu Dhabi Investment Authority (ADIA), BB Biotech AG, Julius Baer, Singapore-based EDBI and Sequoia Capital China. Existing investors that also participated in this round include Fidelity Management & Research Company, Pictet, Viking Global Investors, ArrowMark Partners and Alexandria Venture Investments. 4 12/09/2018 450 Bison Capital Financial buyer Xynomic Pharmaceuticals Bison Capital Acquisition Corp of China (BCAC) definitively agreed to merge with Acquisition Corp Pharmaceuticals Inc Xynomic Pharmaceuticals Inc, a Dover-based manufacturer of pharmaceutical preparation, for an estimated USD 450 mil, in a leverage buyout transaction. The consideration was to consist of USD 350 mil common shares and up to USD 100 mil in profit-related payments. Upon completion, BCAC was to change name to Xynomic Pharmaceuticals Holdings Inc. 5 28/02/2018 250 Temasek/ Financial buyer Viela Bio Bio-pharma Viela Bio has incorporated as an independent inflammation- and autoimmunity- Hillhouse Capital/Boyu focused biotechnology company after spinning out six molecules from Capital/6 Dimensions MedImmune, the global biologics research and development arm of AstraZeneca Capital and funded with up to $250 million from a consortium of investors led by Boyu Capital, 6 Dimensions Capital, and Hillhouse Capital, along with Temasek and Sirona Capital. 6 05/07/2018 208 Huadong Medicine POE Sinclair IS Pharma PLC Medical Huadong Medicine Aesthetics Investment (Hongkong) Ltd of China, a unit of Aesthetics In cosmetology Huadong Medicine Co Ltd, acquired the entire share capital of Sinclair Pharma PLC, a global aesthetics company headquartered in London, for GBP 0.32 (USD 0.413) in cash per share, or a total value of GBP 161.206 mil (USD 207.811 mil) in cash, via an unsolicited offer in scheme of arrangement transaction.
Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 20 Developed economies continue to be the favoured outbound destinations, among which, North America and Europe came in top two in terms of volume in 2018
Outbound M&A deal volume by region of destination 2018 vs. 2017
North America Europe Asia Pacific
9 7 34 18 3 6
0 0 1 3 1 2018 0
2017 South America Africa Oceanic Source: ThomsonReuters, ChinaVenture and PwC analysis
2018 M&A Review — China Pharmaceutical Sector April 2019 PwC 21 pwccn.com
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