In order to comply with such laws and regulations, while availing ourselves of international capital markets and maintaining effective control over all of our operations, we control our Consolidated Affiliated Entities through the PRC Contractual Arrangements entered into on January 18, 2023 and the Indonesian Contractual Arrangements entered into on March 29, 2022.
Summary · 第 7 页
We do not directly own any equity interest in our Consolidated Affiliated Entities.
Summary · 第 7 页
Therefore, without any other promulgated national laws, administrative regulations, administrative rules or regulatory requirements prohibiting or restricting the operation of or affecting the legality of contractual arrangements, the Foreign Investment Law will not have a material adverse impact on the PRC Contractual Arrangements, and each of the agreements under the PRC Contractual Arrangements and the legality and validity of the PRC Contractual Arrangements would not be affected.
In order to comply with such laws and regulations, while availing ourselves of international capital markets and maintaining effective control over all of our operations, we control our Consolidated Affiliated Entities through the Contractual Arrangements entered into on May 18, 2021.
Summary · 第 12 页
No event of default has ever occurred since our current contractual arrangements were put in place and we have not experienced any practical difficulties in enforcing the contractual arrangements.
Summary · 第 13 页
Further, the Registered Shareholders and Xikang WFOE also entered into the Equity Pledge Agreements (defined below), according to which the Registered Shareholders unconditionally and irrevocably pledged all of the equity interests in the Onshore Holdcos to Xikang WFOE in order to guarantee Onshore Holdcos’ and their respective Registered Shareholders’ performance of obligations under the Contractual Arrangements;
Due to foreign investment restrictions and prohibitions in the PRC, we entered into the Contractual Arrangements whereby ZX WFOE has acquired effective control over our PRC Operating Entities.
Summary · 第 27 页
The Contractual Arrangements allow the results of operations and assets and liabilities of our PRC Operating Entities to be consolidated into our results of operations and assets and liabilities under HKFRS as if they were our subsidiaries.
Accordingly, due to these foreign investment prohibitions and restrictions, we control these entities (and their business operations) through Contractual Arrangements, through which we are able to derive substantially all economic benefits enjoyed by the Registered Shareholders from our Consolidated Affiliated Entities.
Summary · 第 11 页
The Directors of the Company, after taking into account of the advice from our external legal advisors, consider that the Contractual Arrangements entered into by us are in compliance with the relevant PRC laws and regulations and are therefore legally binding and enforceable.
As confirmed by our PRC Legal Advisor, according to the 2021 Negative List and based on interview with competent government authorities, our PCR testing services within our overall ICL business falls within the prohibited areas provided in the 2021 Negative List.
Summary · 第 11 页
Therefore, our Company has, through Aidiken WFOE, controlled Hangzhou Adicon and its subsidiaries as the subsidiaries of our Company through the Contractual Arrangements.
Summary · 第 11 页
Due to regulatory restrictions on foreign ownership in the PRC, we entered into the Contractual Arrangements whereby Aidiken WFOE has acquired effective control over Hangzhou Adicon and its subsidiaries, and become entitled to all the economic benefits derived from our laboratories operated by Hangzhou Adicon and its subsidiaries.
Due to foreign investment restrictions under PRC Laws, our Company is unable to own or hold any direct equity interest in our Consolidated Affiliated Entities conducting foreign-investment prohibited or restricted businesses. Accordingly, we control these entities through Contractual Arrangements, through which we are able to derive the economic benefits enjoyed by the Registered Shareholders of the Onshore Holdcos.
Summary · 第 14 页
The Onshore Holdcos are Guangzhou Sudao Information Technology Co., Ltd. (廣州速道信息科技有限公司, “Guangzhou Sudao”) and Guangzhou Yaobang Information Technology Co., Ltd. (廣州藥幫信息科技有限公司, “Guangzhou Yaobang”).
In view of the PRC regulatory background, after consultations with our PRC Legal Adviser and taking into account the consultations with the relevant authority, we are of the view that it was not viable for our Company to hold the Consolidated Affiliated Entities directly through equity ownership despite the 2022 Decision.
Summary · 第 35 页
As of the Latest Practicable Date, we have not received any enquiries, comments, instructions, guidance or other concerns from any PRC authorities, including the CSRC, with respect to our Global Offering and our VIE structure.
Summary · 第 34 页
Our Directors are of the view that the recent regulatory changes have no material impact on our business operations and financial position.
In order to comply with the relevant PRC laws and regulations, while availing ourselves of international capital markets and maintaining effective control over all of our operations, we control our Consolidated Affiliated Entity through the Contractual Arrangements.
Summary · 第 7 页
Hence, we do not directly own any equity interest in our Consolidated Affiliated Entity.
Summary · 第 7 页
Pursuant to the Contractual Arrangements, we have effective control over the financial and operational policies of our Consolidated Affiliated Entity and are entitled to all the economic benefits derived from the Consolidated Affiliated Entity’ operations.