HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
OVERVIEW
We are a leading provider of integrated non-vascular interventional surgical solutions in
China with a global vision. Since our inception in 2009, we have built up leading proprietary
technology platforms and developed economies of scale to become one of the few companies in
the world that is able to offer integrated solutions of endoscopes, active medical devices and
non-active consumables for all major medical specialties that perform non-vascular interventional
surgery, including urology, gastroenterology, hepatobiliary, respiratory, thoracic surgery,
otorhinolaryngology, gynecology and general surgery, according to CIC. According to the same
source, we have developed the most comprehensive portfolio of medical devices for non-vascular
interventional surgeries in urology globally and in China.
Mr. Yan first joined our Company in July 2012 as the general manager and he was
subsequently appointed as a Director in April 2014. Mr. Yan has been responsible for the overall
management of the Company since his joining. In December 2014, Mr. Yan acquired an aggregate
of approximately 59.7% of the total issued share capital in the Company from certain of our then
equity owners, and has become our Controlling Shareholder since then. It was the time when Mr.
Yan first invested in our Company.
Our Company was established in Shanghai as a limited liability company in February 2009
by Innovex Medical Limited, a company owned by an Independent Third Party. On its
establishment, the Company was principally engaged in R&D, manufacture and sale of medical
devices. Before Mr. Yan’s joining, our Company was in its early stage development, and has
relatively limited pipeline products of four Class II medical devices.
Mr. Yan accumulated abundant experience in business management in his early stage of
career possessing strong business acumen. During the period when Mr. Yan served as a senior
management in our Company from 2012 to 2014, he saw into the unmet medical needs in the PRC
and therefore a potential huge market for medical devices. Mr. Yan acquired the controlling
interests in our Company in December 2014. As of the Latest Practicable Date, Mr. Yan was
entitled to exercise or control the exercise of the voting rights attaching to approximately 63.4% of
the shareholdings in our Company.
After Mr. Yan’s joining, he has been taking lead in steering the development of our Company,
and our R&D has undergone rapid development under Mr. Yan’s leadership. In April 2019, we
commenced the registrational clinical trial for our Core Products, a single-use electrosurgical snare
and a plasma radio frequency generator, and submitted the applications for Class III medical
device certificate to the NMPA in August 2021. To date, we had 31 products approved in China,
the U.S., the EU and/or Japan, and 17 products under development.
– 182 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Mr. Yan has over 30 years of experience in business management and strategic planning with
a focus on the medical device industry in China and overseas. See the section headed “Directors,
Supervisors and Senior Management” in this document for the relevant industry experience of Mr.
Yan.
MILESTONES
The following table summarizes various key milestones in our corporate and business
development.
Year Milestone
July 2012 Mr. Yan first joined our Company and assumed the position of general
manager. He has been responsible for the overall management of the
Company since his joining.
December 2014 Mr. Yan acquired an aggregate of approximately 59.7% of the total issued
share capital in the Company, and has become our Controlling Shareholder
since then.
November 2016 We were recognized a High and New Tech Enterprise (高新技術企業) by
the Science and Technology Commission of Shanghai Municipality.
April 2017 Neowing Medical was established and the R&D of Core Products
commenced shortly after in the third quarter of 2017.
March 2018 We commenced sales of our single-use ureterorenoscope (1.0) in overseas
market.
April 2018 We commenced sales of our video processor (1.0) in overseas market.
January 2019 We obtained Class III medical device certificate for our video processor
(1.0) from the NMPA.
April 2019 We commenced the registrational clinical trial for our Core Products,
single-use electrosurgical snare and plasma radio frequency generator
(NW-100).
September 2020 We obtained Class III medical device certificate for our single-use
ureterorenoscope (1.0) from the NMPA.
July−August 2021 We completed the registrational clinical trial for our Core Products,
single-use electrosurgical snare and plasma radio frequency generator
(NW-100), and submitted applications to the NMPA for registration of
Class III medical device.
December 2021 We completed our Series C Financing.
– 183 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
Establishment of Our Company and Initial Shareholding Changes
Our Company was established in the PRC as a limited liability company on February 2, 2009
with an initial registered capital of US$200,000. At the time of the establishment, our Company
was wholly owned by Innovex Medical Limited (“IML”), a company owned by Mr. James
Hso-Pan HAN, an Independent Third Party. Since its establishment till February 2012, our
Company underwent a series of registered capital increases, and our registered capital was
increased to US$1,500,000. All of the increased registered capital was subscribed for and fully
paid up by IML.
Merger by Way of Absorption in 2013
Innovex Minimally Invasive Medical Devices Co., Ltd. (上海英諾偉微創醫療器械有限公司)
(“Innovex Minimally Invasive”), a then non-wholly owned subsidiary of our Company, was
merged into our Company by way of absorption in October 2013. As part of the merger, Mr.
WANG Yinghui (王迎暉), the then minority shareholder of Innovex Minimally Invasive,
subscribed for the increased registered capital of our Company of US$98,758, in exchange for his
shareholding interests in Innovex Minimally Invasive. Upon completion of such merger, the
registered capital of our Company was increased to US$1,598,758, and our Company was owned
by IML and Mr. WANG Yinghui as to 93.8% and 6.2%, respectively.
Equity Transfers in 2014
Pursuant to an equity transfer agreement dated March 27, 2014 by and among IML, Mr.
YUAN Zheng (袁征) and Ms. WEI Qingmei (衛青梅), IML transferred US$1,371,970 and
US$128,030 registered capital of our Company, representing approximately 85.8% and 8.0% of our
equity interest, to Mr. YUAN Zheng and Ms. WEI Qingmei at a consideration of US$1,426,976.06
and US$133,163.28, respectively. Upon completion of such transfer on May 22, 2014, our
Company was owned by Mr. YUAN Zheng, Ms. WEI Qingmei and Mr. WANG Yinghui as to
approximately 85.8%, 8.0% and 6.2%, respectively. As a result of the transfer, our Company was
converted from a foreign invested company to a domestic company and our registered capital was
converted from US$1,598,758 to RMB9,879,750, which was further increased to RMB10,684,452
as required by PRC authorities due to foreign exchange rate adjustment.
Pursuant to an equity transfer agreement dated August 21, 2014 by and between Mr. WANG
Yinghui and Mr. DING Kui (丁魁), Mr. WANG Yinghui transferred RMB660,000 registered capital
of our Company, representing approximately 6.2% of our equity interest, to Mr. DING Kui at a
– 184 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
consideration of RMB1,099,245. Upon completion of such transfer on November 20, 2014, our
Company was owned by Mr. YUAN Zheng, Ms. WEI Qingmei and Mr. DING Kui as to
approximately 85.8%, 8.0% and 6.2%, respectively.
In December 2014, Mr. Yan has acquired the controlling interests in our Company and has
become our Controlling Shareholder since then. Pursuant to the equity transfer agreements dated
November 20, 2014 by and between Mr. Yan and each of our equity owners at that time, Mr.
YUAN Zheng, Mr. DING Kui and Ms. WEI Qingmei transferred RMB6,292,706, RMB50,266,
RMB33,872 registered capital of our Company, representing approximately 58.9%, 0.5% and 0.3%
of our equity interest, to Mr. Yan at a consideration of RMB6,544,999, RMB83,719 and
RMB35,230, respectively. Pursuant to an equity transfer agreement dated the same date by and
between Mr. YUAN Zheng and Mr. WANG Zhengmin (王正民), Mr. YUAN Zheng transferred
RMB287,612 registered capital of our Company, representing approximately 2.7% of our equity
interest, to Mr. WANG Zhengmin at a consideration of RMB299,144. Such considerations were
determined based on arm’s length negotiation between the parties primarily taking into account the
status of our business at that time. Upon completion of such transfers on December 2, 2014, our
Company was owned as to approximately (i) 59.7% by Mr. Yan, (ii) 24.2% by Mr. YUAN Zheng
and (iii) 16.1% by other minority equity owners.
Capital Increase in 2015
Pursuant to a shareholders resolution dated December 30, 2014, Mr. Yan, Mr. DING Kui, Mr.
CHAI Zhaogang (柴肇剛), Mr. ZHOU Yuan (周遠) and Mr. WANG Zhengmin subscribed for our
increased registered capital of RMB8,250,772 at the total subscription price of RMB13,900,000,
which was determined based on the status of our business and our prospects at that time. Upon
completion of the capital increase on January 12, 2015, our registered capital increased from
RMB10,684,452 to RMB18,935,224, and our Company was owned as to approximately (i) 60.0%
by Mr. Yan, (ii) 13.7% by Mr. YUAN Zheng and (iii) 26.3% by other minority equity owners.
Equity Transfers and Capital Increase in 2017
Pursuant to an equity transfer agreement dated April 14, 2017 by and between Mr. Yan and
Mr. DING Kui, Mr. DING Kui transferred RMB568,057 registered capital of our Company,
representing approximately 3.0% of our equity interest, to Mr. Yan at a consideration of
RMB953,830, which was determined based on arm’s length negotiation between the parties
primarily taking into account the status of our business at that time. Upon completion of such
transfer on April 24, 2017, our Company was owned as to approximately (i) 63.0% by Mr. Yan, (ii)
13.7% by Mr. YUAN Zheng and (iii) 23.3% by other minority equity owners.
– 185 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Pursuant to an equity transfer agreement dated May 9, 2017 by and between Mr. Yan and
Shanghai Qingqing, an investment entity indirectly controlled by Mr. Yan, Mr. Yan transferred
RMB2,970,539 registered capital of our Company, representing approximately 15.7% of our equity
interest, to Shanghai Qingqing at a consideration of RMB3,988,059. Pursuant to a shareholders’
resolution dated the same date, Shanghai Qinging subscribed for our increased registered capital of
RMB3,341,510 at a subscription price of RMB5,629,412, which was determined based on arm’s
length negotiation between the parties by primarily taking into account the status of our business
at that time. Upon completion of such transfer and capital increase on June 3, 2017, our registered
capital increased from RMB18,935,224 to RMB22,276,734, and our Company was owned as to
approximately (i) 68.6% by Mr. Yan and Shanghai Qingqing, (ii) 11.6% by Mr. YUAN Zheng, and
(iii) 19.8% by other minority equity owners.
Pursuant to an equity transfer agreement dated June 6, 2017 by and between Mr. Yan and
Ningbo Kaitaixing Equity Investment Center (Limited Partnership) (寧波凱泰興股權投資中心(有
限合夥)) (“Kaitaixing”), an investment entity indirectly controlled by Mr. DING Kui, Mr. Yan
transferred RMB1,704,170 registered capital of our Company, representing approximately 7.7% of
our equity interest, to Kaitaixing at a consideration of RMB20,700,000, which was determined
based on arm’s length negotiation between the parties primarily taking into account the research
and development progress of our product candidates. Pursuant to an investment agreement dated
the same date by and among our Company, our equity owners at that time and Ningbo Meishan
Free Trade Port Zone Innovex I Investment Management Partnership (Limited Partnership (寧波梅
山保稅港區英諾偉一號投資管理合夥企業(有限合夥)) (“Innovex I”), Innovex I subscribed for our
increased registered capital of RMB1,680,440 at a subscription price of RMB20,411,765, which
was determined based on arm’s length negotiation between the parties primarily taking into
account the research and development progress of our product candidates. Upon completion of
such transfer and capital increase on July 1, 2017, our registered capital increased from
RMB22,276,734 to RMB23,957,174, and our Company was owned as to approximately (i) 56.6%
by Mr. Yan and Shanghai Qingqing, (ii) 13.5% by Mr. DING Kui and Kaitaixing, (iii) 10.8% by
Mr. YUAN Zheng and (iv) 19.1% by other minority equity owners.
Equity Transfer in 2018
Pursuant to an equity transfer agreement dated May 25, 2018 by and between Mr. YUAN
Zheng and Ningbo Meishan Free Trade Port Area Liang’an Equity Investment Partnership (Limited
Partnership) (寧波梅山保稅港區量安股權投資合夥企業(有限合夥)) (“Ningbo Liang’an”), Mr.
YUAN Zheng transferred RMB588,422 registered capital of our Company, representing
approximately 2.5% of our equity interest, to Ningbo Liang’an at a consideration of
RMB14,000,000, which was determined based on arm’s length negotiation between the parties
primarily taking into account the status of our business and the research and development progress
– 186 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
of our product candidates at that time. Upon completion of such transfer on July 31, 2018, our
Company was owned as to approximately (i) 56.6% by Mr. Yan and Shanghai Qingqing, (ii) 13.5%
by Mr. DING Kui and Kaitaixing, (iii) 29.9% by other minority equity owners.
Series A1 Financing
Pursuant to the equity transfer agreements each dated January 25, 2019 by and between
certain of our equity owners at that time and Ningbo Meishan Free Trade Port Zone Yonglian
Equity Investment Partnership (Limited Partnership) (寧波梅山保稅港區涌漣股權投資合夥企
業(有限合夥)) (“Ningbo Yonglian”), namely our Series A1 Investor, Ningbo Yonglian agreed to
invest in our Company by acquiring our registered capital (the “Series A1 Financing”), details of
which are set out below:
Registered
capital
Pre-[REDACTED] Investor Transferor Consideration acquired
(RMB) (RMB)
Ningbo Yonglian . . . . . . . . . . . . . . Mr. Yan 43,349,770 1,756,859
Mr. YUAN Zheng 27,093,610 1,098,037
Shanghai Qingqing 16,256,161 658,822
Ms. WEI Qingmei 5,418,712 219,607
Mr. DING Kui 5,418,712 219,607
Mr. WANG Zhengmin 5,418,712 219,607
Innovex I 5,418,712 219,607
Mr. ZHOU Yuan 1,625,611 65,882
The relevant considerations were determined based on arm’s length negotiation between the
parties primarily taking into account the status of our business and the research and development
progress of our product candidates at that time, and were fully settled on March 22, 2019. Upon
completion of the Series A1 Financing on March 5, 2019, our Company was owned as to
approximately (i) 46.6% by Mr. Yan and Shanghai Qinqing, (ii) 18.6% by Ningbo Yonglian, (iii)
12.6% by Mr. DING Kui and Kaitaixing and (iv) 22.2% by other minority equity owners. For
further details of the Series A1 Financing, see “— Pre-[REDACTED] Investments” below.
– 187 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Series A2 Financing
Pursuant to the capital increase agreement dated May 20, 2019 by and among our Company,
our equity owners at that time and our Series A2 Investors, our Series A2 Investors agreed to
invest in our Company by subscribing for or acquiring our registered capital (the “Series A2
Financing”), details of which are set out below.
Registered capital
acquired/
Pre-[REDACTED] Investor Transferor Consideration subscribed for
(RMB) (RMB)
Subscribing for increased registered capital
Ningbo Meishan Free Trade Port Zone Weinuotai — 20,000,000 810,551
Investment Management Partnership (Limited
Partnership) (寧波梅山保稅港區偉諾泰投資管理
合夥企業(有限合夥))
(“Weinuotai”)(1) . . . . . . . . . . . . . . . . . . . .
Acquiring registered capital from other equity owners
Hefei Changguo Investment Management Mr. Yan 1,970,450 79,858
Partnership (Limited Partnership) (合肥昌果投資 Mr. YUAN Zheng 1,798,025 72,870
管理合夥企業(有限合夥)) (“Hefei Changguo”) . Shanghai Qingqing 738,925 29,947
Ms. WEI Qingmei 246,300 9,982
Mr. WANG Zhengmin 246,300 9,982
Hefei Quanrong Investment Management Mr. Yan 1,970,450 79,858
Partnership (Limited Partnership) (合肥權嶸投資 Mr. YUAN Zheng 1,798,025 72,870
管理合夥企業(有限合夥)) (“Hefei Quanrong”) . Shanghai Qingqing 738,925 29,947
Ms. WEI Qingmei 246,300 9,982
Mr. WANG Zhengmin 246,300 9,982
Note:
(1) The general partner of Weinuotai was Shanghai WISDOM, a company controlled by Mr. Yan.
The relevant considerations were determined based on arm’s length negotiation between the
parties primarily taking into account the status of our business and the research and development
progress of our product candidates at that time, and were fully settled on August 19, 2019. Upon
completion of the Series A2 Financing on August 1, 2019, the total registered capital of our
Company increased to RMB24,767,725, and our Company was owned as to approximately (i)
47.4% by Mr. Yan, Shanghai Qinqing and Weinuotai, (ii) 18.0% by Ningbo Yonglian, (iii) 12.2%
by Mr. DING Kui and Kaitaixing and (iv) 22.4% by other minority equity owners. For further
details of the Series A2 Financing, see “— Pre-[REDACTED] Investments” below.
– 188 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Series B1 Financing
Pursuant to a capital increase agreement dated July 18, 2019 by and among our Company, our
equity owners at that time and Chengdu Boyuan Jiayun Venture Capital Partnership (Limited
Partnership) (成都博遠嘉昱創業投資合夥企業(有限合夥)) (“Chengdu Boyuan”), and an equity
transfer agreement dated the same date by and among our Company, Chengdu Boyuan and Innovex
I, Chengdu Boyuan agreed to invest in our Company by subscribing for RMB530,737 registered
capital of our Company at a subscription price of RMB15,000,000 and acquiring RMB571,563
registered capital of our Company, representing approximately 2.3% of our equity interest, from
Innovex I at a consideration of RMB15,000,000 (the “Series B1 Financing”).
The relevant considerations were determined based on arm’s length negotiation between the
parties primarily taking into account the status of our business and the research and development
progress of our product candidates at that time, and were fully settled on July 26, 2019. Upon
completion of the Series B1 Financing on September 12, 2019, our total registered capital
increased to RMB25,298,462, and our Company was owned as to approximately (i) 46.4% by Mr.
Yan, Shanghai Qinqing and Weinuotai, (ii) 17.6% by Ningbo Yonglian, (iii) 11.9% by Mr. DING
Kui and Kaitaixing and (iv) 24.1% by other minority equity owners. For further details of the
Series B1 Financing, see “— Pre-[REDACTED] Investments” below.
Series B2 Financing
Pursuant to a capital increase agreement dated June 11, 2020 by and among our Company,
our shareholders at that time and Chengdu Boyuan, Chengdu Boyuan agreed to further invest in
our Company by subscribing for RMB758,954 increased registered capital of our Company at a
subscription price of RMB30,000,000 (the “Series B2 Financing”).
The relevant considerations were determined based on arm’s length negotiation between the
parties primarily taking into account the status of our business and the research and development
progress of our product candidates at that time, and were fully settled on July 13, 2020. Upon
completion of the Series B2 Financing on July 14, 2020, our total registered capital increased to
RMB26,057,416, and our Company was owned as to approximately (i) 45.1% by Mr. Yan,
Shanghai Qinqing and Weinuotai, (ii) 17.1% by Ningbo Yonglian, (iii) 11.6% by Mr. DING Kui
and Kaitaixing and (iv) 26.2% by other minority equity owners. For further details of the Series
B2 Financing, see “— Pre-[REDACTED] Investments” below.
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HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Capital Increase in December 2020
Pursuant to a shareholders’ resolution dated December 18, 2020, our registered capital
increased by RMB6,089,946, which was issued to Ningbo Zhongyu, an employee incentive
platform of our Company, the general partner of which is Mr. Yan. Upon completion of such
capital increase on December 29, 2020, our registered capital increased from RMB26,057,416 to
RMB32,147,362, and our Company was owned as to approximately (i) 55.5% by Mr. Yan, Ningbo
Zhongyu, Shanghai Qinqing, and Weinuotai, (ii) 13.9% by Ningbo Yonglian and (iv) 30.6% by
other minority equity owners. For further details of Ningbo Zhongyu, see “— Employee Incentive
Platforms” below.
Equity Transfers in 2021
Pursuant to equity transfer agreements dated February 8, 2021 by and between Hefei
Changguo and Jiaxing Hongyi Equity Investment Partnership (Limited Partnership) (嘉興弘益股權
投資合夥企業(有限合夥)) (“Jiaxing Hongyi”) and between Hefei Quanrong and Jiaxing Hongyi,
and an equity transfer agreement dated March 30, 2021 by and between Ningbo Liang’an and
Jiaxing Yinghong Equity Investment Partnership (Limited Partnership) (嘉興英弘股權投資合夥企
業(有限合夥)) (“Jiaxing Yinghong”), Jiaxing Hongyi and Jiaxing Yinghong agreed to invest in
our Company by acquiring our registered capitals, details of which are set out below:
Date on which
Registered consideration
Pre-[REDACTED] capital was fully
Investor Transferor Consideration acquired settled
(RMB) (RMB)
Jiaxing Hongyi . . . . . . . . Hefei Changguo 5,500,000 202,639 April 7, 2021
Hefei Quanrong 5,500,000 202,639 April 7, 2021
Jiaxing Yinghong . . . . . . . Ningbo Liang’an 36,000,000 588,422 April 7, 2021
The consideration paid by Jiaxing Hongyi to Hefei Changguo and Hefei Quanrong, and by
Jiaxing Yinghong to Ningbo Liang’an were determined based on arm’s length negotiation taking
into account their respective investment arrangements. Upon completion of such transfers, each of
Hefei Changguo, Hefei Quanrong and Ningbo Liang’an ceased to be an equity owner of our
Company.
On March 30, 2021, Mr. WANG Zhengmin, as nominee equity owner of Ms. GENG Xiaowei
(耿曉蔚), transferred our registered capital of RMB287,486 to Ms. GENG Xiaowei for a
consideration of RMB3,500,000, which was determined based on arm’s length negotiation between
the parties. Upon completion of such transfer, the nominee shareholding arrangement between Mr.
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HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
WANG Zhengmin and Ms. GENG Xiaowei was terminated. To the best of our knowledge, the
nominee shareholding arrangement between Mr. WANG Zhengmin and Ms. GENG Xiaowei was
their personal arrangement, and is no longer in place after its termination.
Pursuant to an equity transfer agreement dated March 30, 2021 among our Company, Mr.
DING Kui and Ms. LI Jun (李俊), Mr. DING Kui transferred our registered capital of
RMB1,306,022 to his wife Ms. LI Jun at a consideration of RMB2,192,953 as a family
arrangement.
Upon completion of the above equity transfers on April 26, 2021, our Company was owned
as to approximately (i) 55.5% by Mr. Yan, Ningbo Zhongyu, Shanghai Qinqing, and Weinuotai, (ii)
13.9% by Ningbo Yonglian, and (iii) 30.6% by other minority equity owners.
Series C1 Financing
Pursuant to an equity transfer agreement dated September 29, 2021 by and among our
Company, Shanghai Qingqing, Weinuotai, Nuoyitai, Kaitaixing, Innovex I and our Series C1
Investors, our Series C1 Investors agreed to invest in our Company by acquiring our registered
capitals (the “Series C1 Financing”), details of which are set out below:
Registered
Pre-[REDACTED] Investor Transferor Consideration capital acquired
(RMB or USD (RMB)
equivalent)
Mr. WANG Shaobai Shanghai Qingqing 36,000,000 413,323
(王少白) . . . . . . . . . . . . . .
TAL China Focus Master Shanghai Qingqing 5,000,000 57,406
Fund (“Trivest Master
Fund”) . . . . . . . . . . . . . . .
Shanghai Xinyi Enterprise Shanghai Qingqing 110,897,972 1,273,242
Management Consulting Weinuotai 35,602,028 408,754
Partnership (Limited
Partnership) (上海欣壹企
業管理諮詢合夥企業(有限
合夥)) (“Shanghai
Xinyi”) . . . . . . . . . . . . . . .
ELBRUS INVESTMENTS Kaitaixing 55,019,789 631,693
PTE. LTD. (“Temasek Innovex I 30,981,779 355,708
Elbrus”) . . . . . . . . . . . . . . Weinuotai 13,998,432 160,719
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READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Registered
Pre-[REDACTED] Investor Transferor Consideration capital acquired
(RMB or USD (RMB)
equivalent)
GSUM XXIII HK Holdings Kaitaixing 28,060,093 322,164
Limited (“GSUM XXIII Innovex I 15,800,707 181,411
HK”) . . . . . . . . . . . . . . . . Weinuotai 7,139,200 81,967
HSUM XII HK Holdings Kaitaixing 18,706,728 214,775
Limited (“HSUM XII Innovex I 10,533,805 120,941
HK”) . . . . . . . . . . . . . . . . Weinuotai 4,759,467 54,644
Yiwu Weihao Chuangxin Kaitaixing 8,252,968 94,754
Phase I Equity Investment Innovex I 4,647,267 53,356
Partnership (Limited Weinuotai 2,099,765 24,108
Partnership) (義烏韋豪創
芯一期股權投資合夥企業
(有限合夥)) (“Yiwu
Weihao”) . . . . . . . . . . . . .
Shaoxing Gansheng Equity Kaitaixing 5,501,979 63,169
Investment Partnership Innovex I 3,098,178 35,571
(Limited Partnership) (紹 Weinuotai 1,399,843 16,072
興淦盛股權投資合夥企
業(有限合夥)) (“Shaoxing
Gansheng”) . . . . . . . . . . .
Taikang Life Insurance Co., Kaitaixing 13,754,947 157,923
Ltd. (泰康人壽保險有限責 Innovex I 7,745,445 88,927
任公司) (“Taikang Life”) . Weinuotai 3,499,608 40,180
Pingtan Xingzheng Kaitaixing 4,126,485 47,377
Innovative Medicine Innovex I 2,323,633 26,678
Venture Capital Weinuotai 1,049,882 12,054
Partnership (Limited
Partnership) (平潭興證創
新醫藥創業投資合夥企
業(有限合夥)) (“Pingtan
Xingzheng”) . . . . . . . . . . .
– 192 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Registered
Pre-[REDACTED] Investor Transferor Consideration capital acquired
(RMB or USD (RMB)
equivalent)
Shanghai Zhangjiang Kaitaixing 4,126,572 47,378
Suifeng Innovation Equity Innovex I 2,323,625 26,678
Investment Fund Weinuotai 1,049,803 12,053
Partnership (Limited
Partnership) (上海張江燧
鋒創新股權投資基金合夥
企業(有限合夥))
(“Zhangjiang Suifeng”) . .
The relevant considerations were determined based on arm’s length negotiation between the
parties primarily taking into account the status of our business and the research and development
progress of our product candidates at that time, and were fully settled on December 30, 2021.
In addition to the above transfers, pursuant to the abovementioned equity transfer agreement,
the registered capital of RMB124,937, representing approximately 0.39% of the then equity
interest of our Company, were transferred to Nuoyitai by Kaitaixing, at a consideration of
RMB10,881,909, which was determined based on the fair value of our registered capital during
Series C1 Financing and was fully settled on December 14, 2021. The registered capital transferred
was used to satisfy the incentive granted by our Company to Mr. Yan in July 2021. For further
details of Nuoyitai as an employee incentive platform and the incentive granted, see “— Employee
Incentive Platforms — Nuoyitai.”
Upon completion of the above equity transfers on October 9, 2021, our Company was owned
as to approximately (i) 47.9% by Mr. Yan, Ningbo Zhongyu, Shanghai Qinqing and Nuoyitai, (ii)
13.9% by Ningbo Yonglian, and (iii) 38.2% by other minority equity owners.
Conversion into a Joint Stock Company
On October 12, 2021, our equity owners at that time passed resolutions approving, amongst
other matters, the conversion of our Company from a limited liability company into a joint stock
company and the change of the name of our Company to Innovex Medical Co., Ltd. (上海英諾偉
醫療器械股份有限公司). Pursuant to the promoters’ agreement dated October 15, 2021 entered
into by all of our equity owners at that time, all promoters approved the conversion of the net
assets value of our Company as of April 30, 2021 into 32,147,362 Shares of our Company. On
October 19, 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
– 193 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Association and the relevant procedures. Upon the completion of the conversion, the registered
capital of our Company became RMB32,147,362 divided into 32,147,362 Shares with a nominal
value of RMB1.00 each, which were issuer to all our then Shareholders in proportion to their
respective equity interests in our Company before the conversion.
Series C2 Financing
Pursuant to the investment agreement dated October 20, 2021 by and among the Company,
our Shareholders at that time and Series C2 Investors, our Series C2 Investors agreed to invest in
our Company by subscribing for Shares (the “Series C2 Financing”), details of which are set out
below:
Shares
Pre-[REDACTED] Investor Consideration subscribed for
(RMB or USD (RMB)
equivalent)
Temasek Elbrus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000 714,386
GSUM XXIII HK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,000,000 364,337
HSUM XII HK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,000,000 242,891
Yiwu Weihao. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 107,158
Shaoxing Gansheng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 71,438
Taikang Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 178,596
Pingtan Xingzheng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000 53,579
Zhangjiang Suifeng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000 53,579
The relevant considerations were determined based on arm’s length negotiation between the
parties primarily taking into account the status of our business and the research and development
progress of our product candidates at that time, and were fully settled on December 13, 2021.
During the Series C2 Financing, in order to fulfill the incentive granted to our directors and
eligible employees in recognition of their contribution to our Group and to incentivize them to
further promote our development, 6,429,472 Shares were issued to Mr. Yan directly, and
2,743,242, 536,363, 794,384 and 212,326 Shares, representing 6.1%, 1.2%, 1.8% and 0.5% of our
total issued Shares immediately upon completion of the Series C2 Financing, were issued to
WISDOM I, WISDOM II, WISDOM III and WISDOM IV, our employee incentive platforms, at
par value. For details of these share incentive platforms, see “— Employee Incentive Platforms”
below.
– 194 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Upon completion of the Series C2 Financing on November 25, 2021, our Company was
owned as to approximately (i) 58.5 % by Mr. Yan, Ningbo Zhongyu, Shanghai Qinqing, WISDOM
I, WISDOM II, WISDOM III, WISDOM IV and Nuoyitai, (ii) 10.0% by Ningbo Yonglian and (iii)
31.5% by other minority equity owners.
The following table set out the shareholding structure of our Company as of the date of this
document and upon completion of the [REDACTED] (assuming the [REDACTED] is not
exercised).
Shareholding
Ownership percentage
Number of percentage as upon
Shares as of of the date of completion of
the date of this the
this document document(1) [REDACTED](1)
Controlling Shareholder and the entities
controlled by him
Mr. Yan(2) . . . . . . . . . . . . . . . . . . . . . . . . 11,769,166 26.4% [REDACTED]
Ningbo Zhongyu(2)(3) . . . . . . . . . . . . . . . 6,089,946 13.6% [REDACTED]
Shanghai Qingqing(2) . . . . . . . . . . . . . . . 3,849,362 8.6% [REDACTED]
WISDOM I(2)(3) . . . . . . . . . . . . . . . . . . . 2,743,242 6.1% [REDACTED]
WISDOM II(2)(3) . . . . . . . . . . . . . . . . . . . 536,363 1.2% [REDACTED]
WISDOM III(2)(3) . . . . . . . . . . . . . . . . . . 794,384 1.8% [REDACTED]
WISDOM IV(2)(3) . . . . . . . . . . . . . . . . . . 212,326 0.5% [REDACTED]
Nuoyitai(2)(3) . . . . . . . . . . . . . . . . . . . . . . 124,937 0.3% [REDACTED]
Other existing Shareholders
Ningbo Yonglian . . . . . . . . . . . . . . . . . . . 4,458,028 10.0% [REDACTED]
Temasek Elbrus . . . . . . . . . . . . . . . . . . . . 1,862,506 4.2% [REDACTED]
Chengdu Boyuan . . . . . . . . . . . . . . . . . . . 1,861,254 4.2% [REDACTED]
Shanghai Xinyi . . . . . . . . . . . . . . . . . . . . 1,681,996 3.8% [REDACTED]
Ms. LI Jun . . . . . . . . . . . . . . . . . . . . . . . . 1,306,022 2.9% [REDACTED]
GSUM XXIII HK(4) . . . . . . . . . . . . . . . . 949,879 2.1% [REDACTED]
Mr. CHAI Zhaogang . . . . . . . . . . . . . . . . 890,371 2.0% [REDACTED]
Mr. YUAN Zheng . . . . . . . . . . . . . . . . . . 756,313 1.7% [REDACTED]
HSUM XII HK(4) . . . . . . . . . . . . . . . . . . 633,251 1.4% [REDACTED]
Jiaxing Yinghong(5) . . . . . . . . . . . . . . . . . 588,422 1.3% [REDACTED]
Ms. WEI Qingmei . . . . . . . . . . . . . . . . . . 582,179 1.3% [REDACTED]
Mr. ZHOU Yuan . . . . . . . . . . . . . . . . . . . 527,699 1.2% [REDACTED]
Taikang Life . . . . . . . . . . . . . . . . . . . . . . 465,626 1.0% [REDACTED]
Mr. WANG Shaobai . . . . . . . . . . . . . . . . . 413,323 0.9% [REDACTED]
Jiaxing Hongyi(5) . . . . . . . . . . . . . . . . . . 405,278 0.9% [REDACTED]
– 195 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Shareholding
Ownership percentage
Number of percentage as upon
Shares as of of the date of completion of
the date of this the
this document document(1) [REDACTED](1)
Other existing Shareholders
Ms. GENG Xiaowei. . . . . . . . . . . . . . . . . 287,486 0.6% [REDACTED]
Yiwu Weihao . . . . . . . . . . . . . . . . . . . . . . 279,376 0.6% [REDACTED]
Shaoxing Gansheng . . . . . . . . . . . . . . . . . 186,250 0.4% [REDACTED]
Pingtan Xingzheng. . . . . . . . . . . . . . . . . . 139,688 0.3% [REDACTED]
Zhangjiang Suifeng . . . . . . . . . . . . . . . . . 139,688 0.3% [REDACTED]
Trivest Master Fund. . . . . . . . . . . . . . . . . 57,406 0.1% [REDACTED]
Mr. WANG Zhengmin . . . . . . . . . . . . . . . 57,346 0.1% [REDACTED]
[REDACTED] Shareholders . . . . . . . . . . . — — [REDACTED]
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,649,113 100% 100%
Notes:
(1) The percentage figures included in this table have been subject to rounding adjustments. Therefore, figure shown as
total may not be an arithmetic aggregation of the figures above.
(2) Mr. Yan is the general partner of Ningbo Zhongyu. The general partner of each of Shanghai Qingqing, WISDOM I,
WISDOM II, WISDOM III, WISDOM IV and Nuoyitai is Shanghai WISDOM, a company controlled by Mr. Yan.
(3) Each of Ningbo Zhongyu, WISDOM I, WISDOM II, WISDOM III, WISDOM IV and Nuoyitai is an employee
incentive platform of our Company. For details, see “— Employee Incentive Platforms” below.
(4) GSUM XXIII HK and HSUM XII HK are ultimately managed and controlled by Hillhouse Investment Management,
Ltd. For details, see “— Pre-[REDACTED] Investments” below.
(5) Both Jiaxing Yinghong and Jiaxing Hongyi are managed by Shanghai Chunyuan Private Equity Fund Management
Co., Ltd. (上海淳元私募基金管理有限公司). For details, see “— Pre-[REDACTED] Investments” below.
– 196 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
REORGANIZATION
Group Structure before the Reorganization
The corporate structure of our Group prior to the Reorganization is set out below.
Mr. Yan
53.4% 77.5%
Our Company Neowing Medical
52.9% 100%
Anqing Medical Sunuowei
Steps of Reorganization
In preparation for the [REDACTED], we underwent the Reorganization as a result of which
our Company became the holding company of our Group. The Reorganization involves the
following steps:
(1) Acquisition of Neowing Medical
Neowing Medical was established by Mr. Yan as a corporate platform of our Group to
develop our active medical devices and has been controlled by Mr. Yan since its establishment. In
December 2020, our Company entered into an equity transfer agreement with Neowing Medical
and certain of its then equity owners, pursuant to which our Company agreed to acquire an
aggregate equity interests of RMB5,820,000 in Neowing Medical from Mr. Yan and certain of its
then equity owners for a total consideration of RMB63,050,000, which were determined based on
arm’s length negotiation between the parties. Upon completion of such equity transfers, Neowing
Medical was owned as to approximately 77.5%, 12.3%, 7.9% and 2.4% by our Company,
Weinuotai, Innovex I and Ms. ZHANG Ying (張穎), respectively.
In June 2021, our Company further acquired the remaining minority equity interests in
Neowing Medical held by Weinuotai, Innovex I and Ms. ZHANG Ying for a total consideration of
RMB33,814,493, which were determined based on arm’s length negotiations between the parties.
Upon completion of such acquisition, Neowing Medical became a wholly owned subsidiary of our
Company.
(2) Further Acquisition of Anqing Medical
Anqing Medical was established in the PRC by an Independent Third Party and became our
non-wholly owned subsidiary since December 2016. In July 2021, our Company further acquired
from certain then equity owners of Anqing Medical an aggregate registered capital of
– 197 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
RMB5,243,735 of Anqing Medical for a total consideration of RMB95,401,825, which were
determined based on arm’s length negotiation between the parties. Upon completion of the equity
transfers, Anqing Medical was held as to approximately 92.5% by our Company and 7.5% by Mr.
ZHOU Zhenhua (周震華), an Independent Third Party.
In February 2022, our Company acquired all of the equity interest of Anqing Medical held by
Mr. ZHOU Zhenhua for a consideration of RMB500,000, which was determined based on arm’s
length negotiation between the parties. Upon completion of such equity transfer, Anqing Medical
became a wholly owned subsidiary of our Company.
For the structure of our Group after completion of the Reorganization and immediately prior
to the [REDACTED], see “— Our Shareholding and Corporate Structure — Immediately Prior to
the [REDACTED].”
OUR SUBSIDIARIES
Anqing Medical
Anqing Medical was established in the PRC on July 18, 2014 with a registered capital of
RMB100,000 and was wholly owned by an Independent Third Party at the time of its
establishment. After several rounds of capital increases and equity transfers since its establishment,
our Company was able to exercise or control the exercise of the voting rights attaching to 59% of
the equity interest of Anqing Medical in December 2016, and Anqing Medical became a subsidiary
of our Company since then. Anqing Medical principally engages in the research and development,
manufacture and sales of our non-active consumables.
In January 2021, our Company subscribed for the newly issued registered capital of Anqing
Medical in the amount of RMB2,569,489 with a consideration of RMB50,000,000, upon
completion of which our Company was able to exercise or control the exercise of the voting rights
attaching to 61.7% of the equity interest of Anqing Medical.
Pursuant to the reorganization steps set forth in “— Reorganization — Steps of
Reorganization — (2) Acquisition of Anqing Medical”, Anqing Medical has become our
wholly-owned subsidiary since February 2022.
Neowing Medical
Neowing Medical was established in the PRC in May 2017 with a registered capital of
RMB6,000,000 and was owned as to approximately 97.0% by Mr. Yan and 3.0% by Ms. ZHANG
Ying, an Independent Third Party. At the time of its establishment. Neowing Medical principally
engages in the research and development of our active medical devices.
– 198 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Pursuant to the reorganization steps set forth in “— Reorganization — Steps of
Reorganization — (1) Acquisition of Neowing Medical”, Neowing Medical has become our
wholly-owned subsidiary since June 2021.
Sunuowei
Sunuowei was established in the PRC on October 20, 2020 with a registered capital of
RMB2,000,000. Sunuowei has been wholly owned by our Company since its establishment.
Sunuowei principally engages in the manufacture of our medical devices.
Shanghai Yunhe
Shanghai Yunhe was established in the PRC on May 21, 2021 with a registered capital of
RMB5,000,000. Shanghai Yunhe has been wholly owned by our Company since its establishment.
Shanghai Yunhe principally engages in processing the raw materials of our medical devices.
EMPLOYEE INCENTIVE PLATFORMS
In recognition of the contributions of our employees and to incentivize them to further
promote our development, Ningbo Zhongyu, WISDOM I, WISDOM II, WISDOM III, WISDOM
IV and Nuoyitai were established in the PRC as our employee incentive platforms.
Ningbo Zhongyu
Ningbo Zhongyu was established in the PRC as a limited partnership on December 24, 2020.
The general partner of Ningbo Zhongyu is Mr. Yan, who held approximately 89.4% partnership
interests in Ningbo Zhongyu. As of the Latest Practicable Date, Ningbo Zhongyu had one limited
partner holding approximately 10.6% partnership interests in Ningbo Zhongyu, which is an
employee of our Group. As of the Latest Practicable Date, Ningbo Zhongyu held approximately
13.6% of the Shares of our Company. The voting rights attaching to the Shares held by Ningbo
Zhongyu are controlled by Mr. Yan as the general partner of Ningbo Zhongyu.
WISDOM I
WISDOM I was established in the PRC as a limited partnership on August 10, 2021.
Shanghai WISDOM is the sole general partner of WISDOM I and is responsible for the
management of WISDOM I. As of the Latest Practicable Date, WISDOM I had six limited
partners, including Mr. Yan (executive Director), Mr. CHAI Zhaogang (executive Director), Ms.
JIANG Yelan (executive Director) and other three employees of our Group. As of the Latest
Practicable Date, WISDOM I held approximately 6.1% of the Shares of our Company. The voting
rights attaching to the Shares held by WISDOM I are controlled by Mr. Yan as the ultimate
beneficial owner of the general partner of WISDOM I.
– 199 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
WISDOM II
WISDOM II was established in the PRC as a limited partnership on September 9, 2021.
Shanghai WISDOM is the sole general partner and is responsible for the management of WISDOM
II. As of the Latest Practicable Date, WISDOM II had 37 limited partners, including Mr. Yan and
other 36 employees of our Group. As of the Latest Practicable Date, WISDOM II held
approximately 1.2% of the Shares of our Company. The voting rights attaching to the Shares held
by WISDOM II are controlled by Mr. Yan as the ultimate beneficial owner of the general partner
of WISDOM II.
WISDOM III
WISDOM III was established in the PRC as a limited partnership on September 18, 2021.
Shanghai WISDOM is the sole general partner and is responsible for the management of WISDOM
III. As of the Latest Practicable Date, WISDOM III had 45 limited partners, including Mr. Yan and
other 44 employees of our Group. As of the Latest Practicable Date, WISDOM III held
approximately 1.8% of the Shares of our Company. The voting rights attaching to the Shares held
by WISDOM III are controlled by Mr. Yan as the ultimate beneficial owner of the general partner
of WISDOM III.
WISDOM IV
WISDOM IV was established in the PRC as a limited partnership on September 18, 2021.
Shanghai WISDOM is the sole general partner of WISDOM IV and is responsible for the
management of WISDOM IV. As of the Latest Practicable Date, WISDOM IV had 17 limited
partners, including Mr. Yan, two external consultants and other 14 employees of our Group. As of
the Latest Practicable Date, WISDOM IV held approximately 0.5% of the Shares of our Company.
The voting rights attaching to the Shares held by WISDOM IV are controlled by Mr. Yan as the
ultimate beneficial owner of the general partner of WISDOM IV.
Nuoyitai
Nuoyitai was established as a limited partnership on September 4, 2017 in the PRC, and
became an employee incentive platform of Anqing Medical in August 2019. In anticipation of the
[REDACTED] and to streamline the management of our incentive schemes, our Group decided to
have such incentive platform of Anqing Medical moved to the Company’s level. In July 2021,
Nuoyitai transferred the registered capital of RMB893,735, representing approximately 6.5% of the
then equity interest of Anqing Medical, to our Company at a consideration of RMB16,260,156,
which was determined by the fair value of the equity interest of Anqing Medical at that time. Upon
completion of such equity transfer, Nuoyitai no longer serves as the employee incentive platform
of Anqing Medical.
As of the Latest Practicable Date, the general partner of Nuoyitai was Shanghai WISDOM,
and Mr. Yan was the sole limited partner of Nuoyitai. Nuoyitai currently holds approximately 0.3%
of our Shares.
– 200 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
PRE-[REDACTED] INVESTMENTS
Principal Terms of the Pre-[REDACTED] Investments
Series A1 Series A2 Series B1 Series B2 Series C1 Series C2
Financing Financing Financing Financing(5) Financing Financing
Date of investment . . . . . . . . . . January 25, 2019 May 20, 2019 July 18, 2019 June 11, 2020 September 29, 2021 October 20, 2021
Date of settlement . . . . . . . . . . . March 5, 2019 August 1, 2019 July 26, 2019 July 13, 2020 December 30, 2021 December 13, 2021
(6)(7) (6)
Cost per Share RMB24.67 RMB24.67 RMB26.24 RMB39.53 RMB87.10 RMB140.0
(approximation)(1) . . . . . . . . . . RMB28.26(7)
Amount of registered capital subscribed RMB4,458,028 RMB405,278(6) RMB571,563(6) RMB758,954 RMB5,023,025 RMB1,785,964
for/acquired . . . . . . . . . . . . RMB810,551 (7)
RMB530,737(7)
Total consideration . . . . . . . . . . RMB110 million RMB30 million RMB30 million RMB30 million RMB437.5 million RMB250 million
Corresponding valuation of our RMB591.1 million RMB611.1 million RMB715.0 million RMB1,030.0 RMB2,800.0 RMB6,250.0
Company(2) . . . . . . . . . . . . million million million
Discount to the [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]
[REDACTED] of the indicative
[REDACTED] range(3)(4) . . . . . . .
Use of proceeds . . . . . . . . . . . We utilized the proceeds to finance our research and development activities and fund our daily operations.
As of the Latest Practicable Date, the proceeds from the Series A1 Financing, Series A2 Financing, Series B1 Financing, Series
B2 Financing and Series C1 Financing were fully utilized. As of the same date, we had utilized approximately 64% of the
proceeds from the Series C2 Financing.
Lock-up period . . . . . . . . . . . . Pursuant to the applicable PRC law, within the 12 months following the [REDACTED], all existing Shareholders (including the
Pre-[REDACTED] Investors) could not dispose of any of the Shares held by them.
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; 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 corresponding valuation is calculated based on the proposed post-money capitalization of our Company at the
time of the investments, and was determined based on arm’s length negotiations between the relevant parties
primarily taking into consideration the status and continuous development of our business and product portfolio,
including but not limited to progress in the R&D of our product candidates, commercialization and expansion, and
achievements in our operational and financial performance, in particular, (a) the increase of valuation of the
Company from the Series A2 Financing to Series B1 Financing was due to the R&D progress of our pipeline
products and the commercialization of our percutaneous renal puncture kit and airway balloon dilation catheter in
the PRC; (b) the increase of valuation of the Company from the Series B1 Financing to Series B2 Financing was
due to the launch of R&D of our Core Products in August 2019 and the commercialization of our ureteral occlusion
catheter, single-use nasobiliary drainage catheter, ureteral access sheath, single-use stone retrieval basket, fiber
ureterorenoscope in the PRC; and (c) the valuation of Series C1 Financing and Series C2 Financing was determined
in anticipation of the [REDACTED] and based on the facts that we (i) have completed the registrational clinical
trial for our Core Products and were submitting applications to the NMPA for registration of Class III medical
device; and (ii) obtained commercialization approvals for our laparoscopic surgery trocar, single-use guidewire,
single-use nasobiliary drainage catheter, single-use stone extraction balloon, dilation balloon catheter, negative
pressure drainage device and single-use ureterorenoscope from the NMPA and thereby further expanded our sales
and marketing.
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READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
(3) Our anticipated market capitalization immediately upon completion of the [REDACTED] has primarily taken into
account the expected capital raising during the [REDACTED] and the continuous development and milestones of
our business and product portfolio, including, among others (a) the anticipation of commercialization of our
potentially first-in-class Core Products in the PRC in the second half of 2022; (b) the expansion of
commercialization network and continuous penetration of our commercialized products in the PRC and overseas
markets; and (c) our overall business growth since completion of the Series C2 Financing.
(4) The discount to the [REDACTED] is calculated based on the assumption that the [REDACTED] is [REDACTED]
per H Share (being the mid-point of the indicative [REDACTED] range).
(5) Subsequent to the Series B Financing, Hefei Changguo and Hefei Quanrong, each a Series A2 Investor, transferred
our registered capital of RMB202,639 and RMB202,639 to Jiaxing Hongyi in February 2021, and Ningbo Liang’an,
an early investor of our Company, transferred our registered capital of RMB36,000,000 to Jiaxing Yinghong in
March 2021. For further details of such transfers, see “— Corporate Development and Major Shareholding Changes
— Equity Transfers in 2021” above.
(6) In terms of acquisition of existing registered capital.
(7) In terms of subscription for increased registered capital.
Information Relating to Our Pre-[REDACTED] Investors
Our Pre-[REDACTED] Investors include certain Sophisticated Investors, such as dedicated
healthcare/biotech funds and established funds with a focus on investments in the healthcare
sector. To the best of our knowledge, information and belief and having made all reasonable
enquiries, all the Pre-[REDACTED] Investors are Independent Third Parties. The background
information of our Pre-[REDACTED] Investors who remained as a Shareholder as of the Latest
Practicable Date is set out below.
Pre-[REDACTED]
Investor Background
Ningbo Yonglian Ningbo Yonglian is a limited partnership established in the PRC and
primarily focuses on equity investments. As of the Latest Practicable
Date, the general partner of Ningbo Yonglian was Shanghai Nano Venture
Capital Co., Ltd. (上海納米創業投資有限公司), which was controlled by
Ms. CHEN Jinxia (陳金霞). Ningbo Yonglian was owned as to
approximately 99.9% by (上海泓成創業投資合夥企業(有限合夥)), which
was controlled by Ms. CHEN Jinxia.
– 202 –THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE
READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE
Pre-[REDACTED]
Investor Background
ELBRUS ELBRUS INVESTMENTS PTE. LTD. is an indirect wholly-owned
INVESTMENTS subsidiary of Temasek Holdings (Private) Limited (“Temasek”). Temasek
PTE. LTD. is a global investment company with a net portfolio value of S$381b as at
31 March 2021. Headquartered in Singapore, it has 13 offices in 9
countries around the world. The Temasek Charter defines Temasek’s three
roles as an Investor, Institution and Steward, which shape its ethos to do
well, do right, and do good. As a provider of catalytic capital, it seeks to
enable solutions to key global challenges. With sustainability at the core
of all Temasek does, it actively seeks sustainable solutions to address
present and future challenges, as it captures investible opportunities to
bring about a sustainable future for all. Its investments in the life sciences
sector include WuXi AppTec, Celltrion, Inc., Thermo Fisher Scientific
Inc., Aerogen, Dr. Agarwal’s Healthcare, Hangzhou Tigermed, Orchard
Therapeutics, and Surgery Partners. Temasek is a Sophisticated Investor.
Chengdu Boyuan Chengdu Boyuan is a limited partnership established in the PRC and
primarily focuses on investment opportunities in healthcare and healthcare
related industry. As of the Latest Practicable Date, the general partner of
Chengdu Boyuan was Ningbo Meishan Free Trade Port Zone Borui Jiatian
Equity Investment Management Partnership (Limited Partnership) (寧波梅山
保稅港區博睿嘉天股權投資管理合夥企業(有限合夥)), which was
controlled by Mr. ZHI Ruwei (支汝葦). Chengdu Boyuan was owned as to
approximately 17.5% by its largest limited partner, Suzhou Industrial Park
Guochuang Yuankang Equity Investment Fund Partnership (Limited
Partnership) (蘇州工業園區國創元康股權投資基金合夥企業(有限合夥)).
Shanghai Xinyi Shanghai Xinyi is a limited partnership established in the PRC and primarily
focuses on investment opportunities in innovative medical devices and
related industry. As of the Latest Practicable Date, the general partner of
Shanghai Xinyi was Shanghai Dieqian Enterprise Management Co., Ltd. (上
海叠乾企業管理有限公司), which was ultimately controlled by Mr. YAN
Qinfeng (顏勤峰). Shanghai Xinyi had 13 limited partners, and Ms. LI Jun
(李俊), one of our existing Shareholders, was the largest limited partner
holding approximately 24.2% interests of Shanghai Xinyi.
Hillhouse Each of GSUM XXIII HK and HSUM XII HK is a company established in
Hong Kong with limited liability. Both GSUM XXIII HK and HSUM XII
HK are ultimately managed and controlled by Hillhouse Investment
Management, Ltd. (“Hillhouse”), an exempted company incorporated under
the laws of Cayman Islands.
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