Annual Report *
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* (incorporated in the Cayman Islands with limited liability) Stock Code: 1548 * 2015 Annual Report 2015 Annual Report * For identification purposes only Genscript Biotech Corporation (the “Company” or “Genscript”, together with its subsidiaries referred to as the “Group”) is a world leader in the global gene synthesis service market with recognized stature in synthetic biology. The Group is a well-recognized life sciences research and application service and product provider with comprehensive portfolio coverage in the world. The broad and integrated life sciences research and application service and product portfolio comprises four segments, namely, (i) life sciences research services, (ii) life sciences research catalog products, (iii) preclinical drug development services, and (iv) industrial synthetic biology products. The services and products are primarily used by scientists and researchers for conducting fundamental life sciences research, translational biomedical research, and early stage pharmaceutical development. Its synthetic biology products are also used by industry users of industrial enzymes, such as those in the food industry. With a strong sales and marketing team and strong research and development capabilities, the Company maintains a stable and sustainable growth. CONTENTS Page Corporate Profile 2 Corporate Information 3 Financial Highlight 5 Four-year Financial Summary 6 Chairman’s Statement 7 Management’s Discussion and Analysis 10 Directors and Senior Management 20 Report of the Directors 26 Corporate Governance Report 43 Independent Auditor’s Report 57 Consolidated Statement of Profit or Loss 59 Consolidated Statement of Comprehensive Income 60 Consolidated Statement of Financial Position 61 Consolidated Statement of Changes in Equity 63 Consolidated Statement of Cash Flow 65 Notes to Financial Statements 67 ANNUAL REPORT 2015 1 GENSCRIPT BIOTECH CORPORATION CORPORATE PROFILE Genscript Biotech Corporation (the “Company”, together with its subsidiaries, the “Group” or “GenScript”) is a well-recognized life sciences research and application service and product provider with comprehensive portfolio coverage in the world. We have achieved world market leadership in the global gene synthesis service market with recognized stature in synthetic biology. Our broad and integrated life sciences research and application service and product portfolio comprises four segments, namely, (i) life sciences research services, (ii) life sciences research catalog products, (iii) preclinical drug development services, and (iv) industrial synthetic biology products. For the year ended December 31, 2015, we had generated approximately US$76.9 million, US$2.5 million, US$6.0 million, and US$1.3 million from our four segments, representing approximately, 88.7%, 2.9%, 6.9%, and 1.5% of our total revenue, respectively. With a strong sales and marketing team and strong research and development capabilities, the Company maintains a stable and sustainable growth. Our services and products are primarily used by scientists and researchers for conducting fundamental life sciences research, translational biomedical research, and early stage pharmaceutical development. Our synthetic biology products are also used by industry users of industrial enzymes, such as those in the food industry. As of December 31, 2015, we had established a highly diversified customer base, including pharmaceutical and biotech companies, colleges and universities, research institutes, government bodies (including government testing and diagnostic centers), and distributors. For the year ended December 31, 2015, our sales to such categories of customers generated approximately 57.2%, 25.0%, 12.9%, 1.5%, and 3.4% of our total revenue, respectively. We have established an extensive direct sales network that reaches over 100 countries. We primarily sell our life sciences research and application services and products through our own direct sales force to our customers worldwide, while we also sell our services and products through independent third-party distributors to expand our market presence and facilitate communication with end users. For the year ended December 31, 2015, we had generated approximately US$43.6 million, US$17.0 million, US$12.3 million, US$6.6 million, and US$3.7 million from our sales to customers in United States of America, Europe, the PRC, Asia Pacific (excluding the PRC and Japan), and Japan, representing approximately 50.3%, 19.6%, 14.2%, 7.6%, and 4.3% of our total revenue, respectively. 2015 was an important year for the growth and development of the Group. Since the shares of the Company (“Shares”) have been successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), Genscript has stepped into the international capital market and laid a solid foundation for rapid development into the future. 2 ANNUAL REPORT 2015 GENSCRIPT BIOTECH CORPORATION CORPORATE INFORMATION BOARD OF DIRECTORS AUTHORIZED REPRESENTATIVES Executive Directors Dr. Zhang Fangliang Dr. Zhang Fangliang (Chairman) Mr. Meng Jiange Ms. Wang Ye Mr. Meng Jiange LEGAL ADVISERS Hong Kong Law: Non-Executive Directors Morrison & Foerster Dr. Wang Luquan 33/F, Edinburgh Tower Mr. Huang Zuie-Chin (also known as James Zuie The Landmark Huang) 15 Queen’s Road Central Mr. Pan Yuexin Hong Kong Independent Non-Executive Directors AUDITOR Mr. Guo Hongxin Ernst & Young Mr. Dai Zumian Certified Public Accountants Ms. Zhang Min 22/F, CITIC Tower 1 Tim Mei Avenue AUDIT COMMITTEE Central Mr. Dai Zumian (Chairman) Hong Kong Ms. Zhang Min Mr. Guo Hongxin COMPLIANCE ADVISER Haitong International Capital Limited REMUNERATION COMMITTEE 22/F, Li Po Chun Chambers Mr. Guo Hongxin (Chairman) 189 Des Voeux Road Central Ms. Wang Ye Hong Kong Mr. Dai Zumian REGISTERED OFFICE IN THE CAYMAN NOMINATION COMMITTEE ISLANDS Dr. Zhang Fangliang (Chairman) Clifton House Ms. Zhang Min 75 Fort Street Mr. Dai Zumian P.O. Box 1350 Grand Cayman KY1-1108 SANCTIONS RISK CONTROL Cayman Islands COMMITTEE Dr. Zhang Fangliang (Chairman) PRINCIPAL PLACE OF BUSINESS IN Ms. Wang Ye THE PRC Mr. Meng Jiange No. 28, Yongxi Road Dr. Dong Nan Jiangning Science Park Mr. Eric Wang Nanjing Mr. Shawn Wu Jiangsu Province PRC COMPANY SECRETARY Ms. Wong Wai Ling ANNUAL REPORT 2015 3 GENSCRIPT BIOTECH CORPORATION CORPORATE INFORMATION (CONTINUED) PRINCIPAL PLACE OF BUSINESS IN COMPANY WEBSITES HONG KONG www.genscript.com 18/F, Tesbury Centre www.bestzyme.com 28 Queen’s Road East Wanchai STOCK CODE Hong Kong 1548 PRINCIPAL SHARE REGISTRAR AND LISTING DATE TRANSFER OFFICE December 30, 2015 Appleby Trust (Cayman) Ltd. Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands HONG KONG SHARE REGISTRAR Computershare Hong Kong Investor Services Limited Shop 1712–1716 17th Floor, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong PRINCIPAL BANKERS Bank of America, N.A. Hong Kong Branch 20th Floor, Tower 2 Kowloon Commerce Centre 51 Kwai Cheong Road Kwai Chung Hong Kong Bank of America Scotch Plains Office 336 Park Avenue Scotch Plains NJ 07076 USA Yueyahu Branch of China Merchant Bank No. 88, Mu Xu Yuan Street Nanjing PRC 4 ANNUAL REPORT 2015 GENSCRIPT BIOTECH CORPORATION FINANCIAL HIGHLIGHT • For the year ended December 31, 2015, our revenue was approximately US$86.7 million, representing an increase of 23.9% as compared with approximately US$70.0 million for the year ended December 31, 2014. • For the year ended December 31, 2015, our gross profit was approximately US$57.1 million, representing an increase of 29.5% as compared with approximately US$44.1 million for the year ended December 31, 2014. • For the year ended December 31, 2015, our profit was approximately US$17.5 million, representing an increase of 182.3% as compared with approximately US$6.2 million for the year ended December 31, 2014. After deducting non-recurring one-off gains and expenses (including listing expenses and the substantial gain arising from the settlement of the dispute in connection with the U.S. Lawsuit (as defined and disclosed in the prospectus of the Company dated December 17, 2015, (the “Prospectus”)), the adjusted net profit was approximately US$14.3 million, representing a year-to-year increase of 130.6% from approximately US$6.2 million for the year ended December 31, 2014. • For the year ended December 31, 2015, the profit attributable to owners of the Company was approximately US$17.5 million, representing an increase of 182.3% as compared with approximately US$6.2 million for the year ended December 31, 2014. After deducting the aforesaid two items of non-recurring one-off gains and expenses, the adjusted net profit was approximately US$14.3 million, representing an increase of 130.6% from approximately US$6.2 million for the year ended December 31, 2014. ANNUAL REPORT 2015 5 GENSCRIPT BIOTECH CORPORATION FOUR-YEAR FINANCIAL SUMMARY For the year ended December 31, 2012 2013 2014 2015 US$ ’000 Operation Results Revenue 52,990 60,104 69,994 86,709 Gross profit 35,443 38,258 44,098 57,078 Profit after income tax 9,182 6,000 6,175 17,504 Profit attributable to shareholders of the Company 9,182 6,000 6,175 17,504 Non-controlling interest – – – – Basic earnings per share (US$) 0.0078 0.0051 0.0052 0.0147 Diluted earnings per share (US$) 0.0076 0.0050 0.0051 0.0143 Assets Non-current assets 45,490 45,274 48,588 49,060 Current assets 30,099 38,561 43,792 133,014 Current liabilities 30,252 29,885 29,188 30,894 Net current (liabilities)/assets (153) 8,676 14,604 102,120 Non-current liabilities 1,181 1,387 1,445 1,932 Net assets 44,156 52,563 61,747 149,248 Cash and cash equivalents 18,660 22,457 25,637 103,720 Inventories turnover days (day) 20 22 22 26 Trade receivables turnover days (day) 44 56 59 65 Trade payables turnover days (day) 27 30 33 33 6 ANNUAL REPORT 2015 GENSCRIPT BIOTECH CORPORATION CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors (the “Board”), I am pleased to present the results of the Group for the year ended December 31, 2015 (the “Year” and the “Reporting Period”).