Pursuant to MOF & STA Announcement No. 10 (2026), vaccine products are no longer subject to the simplified VAT calculation method at 3% with effect from January 1, 2026. Instead, they are subject to the standard VAT rate of 13%, with input VAT creditable accordingly.
Summary · p. 14
Our Directors confirmed that, up to the Latest Practicable Date, there has been no material adverse change in our financial position since December 31, 2025, and there has been no event since December 31, 2025 that would materially affect the information as set out in "Appendix I — Accountants' Report."
In May 2026, during an internal tax review process and following a series of communications with relevant tax authority, we made supplementary enterprise income tax payments of RMB348 million, late payment surcharges of RMB176 million and an additional enterprise income tax payment of fiscal year 2025 of RMB232 million.
Summary · p. 13
After performing sufficient due diligence work which our Directors consider appropriate and after due and careful consideration, our Directors confirm that, save as disclosed above, up to the date of this document, there has been no material adverse change in our financial or trading position or prospects since December 31, 2025, which is the end date of the periods reported on in the Accountants’ Report included in Appendix I to this document, and there is no event since December 31, 2025 that would materially affect the information as set out in the Accountants’ Report included in Appendix I to this document.
Pursuant to the Announcement on the Transition of VAT Preferential Policies after the Implementation of the VAT Law (Announcement No. 10 of 2026) issued by the Ministry of Finance and the State Taxation Administration, effective from January 1, 2026, the simplified 3% VAT regime is no longer generally applicable to ordinary biological products. As a result, certain of our products are now subject to the standard 13% VAT rate, which may have an impact on our future revenue and profitability.
One of our top five customers in 2024 is currently in reorganization and bankruptcy proceedings.
Business · p. 220
We generated revenue from such customer of RMB242.3 million, RMB18.8 million, RMB1,159.9 million and RMB74.9 million in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively, each accounting for less than 10% of our total revenue for the respective year.
Business · p. 220
We proactively negotiated with and take measures against such customers and reached settlement agreements regarding respective outstanding purchase orders.
We had entered into a license and commercialization agreement (the "Organon Agreement") with Organon (Shanghai) Pharmaceutical Trading Co., Ltd., a wholly-owned subsidiary of Organon & Co. (NYSE: OGN), in September 2024, which, along with the ancillary manufacturing and supply agreement for SJ02, were terminated on the date of July 28, 2025 pursuant to a termination notice provided by Organon on April 11, 2025.
Summary · p. 17
Following this termination, we regained full, global rights to develop, manufacture and commercialize SJ02.
The BeiGene Agreement was later terminated on the date of May 18, 2025 as specified in the termination notice provided by BeiGene.
Summary · p. 16
Our Directors confirmed that, having made enquiries with BeiGene, BeiGene’s decision to terminate this agreement was driven by its internal reassessment of portfolio priorities, rather than any unfavorable safety and efficacy results observed in the clinical trials of LBL-007.
Summary · p. 16
We are not obliged to return any payments received or make any payments to BeiGene in respect of the termination of this agreement.
As of December 31, 2024, we had outstanding trade receivables of RMB28.7 million, of which we made provision of RMB26.3 million, and net contract assets of RMB0.1 million, with Shimao Group.
Business · p. 230
In January 2025, a winding-up petition was filed against Shimao Group by CPYM Link Investment Limited in connection with a guarantee provided by Shimao Group for a cross border loan relating to CMB International Finance Limited, which was subsequently ordered to be withdrawn by the Hong Kong High Court on February 25, 2025.
Business · p. 230
We do not plan to secure new projects from Shimao Group currently, and may consider individual projects depending on the relevant risk profiles on a case-by-case basis.
In September 2024, the PBoC and NAFR announced the removal of the distinction between first and second-home commercial personal housing loans, setting a uniform minimum down payment ratio of 15%.
Summary · p. 26
Nevertheless, the reduction in mortgage loan interest rates may potentially decrease our interest income from existing loans.
Summary · p. 26
While the removal of the mortgage interest rate floor and declining interest rates may exert short-term pressure on our interest income and net interest margin, the long-term recovery of the real estate market is expected to enhance economic growth, increase loan volumes and stabilize the value of mortgaged properties.
Nonetheless, our Company expects a decrease in forecast profit for the year ending 31 December 2024 mainly due to (i) the increases in depreciation of fixed assets and right-of-use assets and interest expenses of lease liabilities in connection with our relocation plan (as detailed in “Business – Properties – Relocation plan”); (ii) the decrease in our gross profit margin in the year primarily attributable to the anticipated increases in direct labour costs and depreciation in connection with our staff recruitment and purchases of machineries in 2024 according to our business strategies and future plans (as set out in detail in “Future Plans and Use of Proceeds”) while we anticipate on a conservative basis to only generate stable revenue streams from our plans in later financial periods; and (iii) the increase in our general and administrative expenses in connection with the Listing as well as professional fees and expenses anticipated to be incurred after the Listing.
Summary · p. 18
There had been no material adverse change in our financial and trading position since the end of the Track Record Period, and there is no event since 30 June 2024 up to the date of this prospectus which would materially affect the information shown in the Accountant’s Report set out in Appendix I to this prospectus.
In May 2023, our Group ceased to be a direct distributor of Supplier A due to the change of eligibility criteria of distributors on part of Supplier A to meet its new business needs.
Summary · p. 15
our Directors are of the view, and the Sole Sponsor concurs, that the cessation of our business relationship with Supplier A would not have material impact on our business performance and financial position.
Summary · p. 15
For the years ended 31 December 2020, 2021 and 2022 and the nine months ended 30 September 2023, Supplier A accounted for approximately 31.3%, 26.5%, 11.9% and 0.1% of our cost of services, respectively.