appendix vi statutory and general information
TRANSCRIPT
FURTHER INFORMATION ABOUT THE COMPANY
Incorporation
The Company was established as a limited liability company under the laws of the PRC
on October 7, 1998 and was converted into a joint stock company with limited liability on
September 20, 2011.
The Company has established a place of business in Hong Kong at 40th Floor, Dah Sing
Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong. The Company was registered
as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance
(Chapter 622 of the Laws of Hong Kong) and the Companies (Non-Hong Kong Companies)
Regulation (Chapter 622J of the Laws of Hong Kong) on [●], 2021, with Mr. Cheng Ching Kit
of 40th Floor, Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong
appointed as the Hong Kong authorised representative of the Company for acceptance of the
service of process and any notices required to be served on the Company in Hong Kong.
As the Company was incorporated in the PRC, its operations are subject to the relevant
laws and regulations of the PRC. A summary of the relevant aspects of laws and regulations
of the PRC and the Articles of Association is set out in Appendix IV and Appendix V,
respectively.
Changes in the Share Capital of the Company
On December 4, 2019, the registered capital of the Company was decreased from
RMB231,409,962 to RMB231,382,162, the decreased capital of which were repurchased and
canceled by the Company due to resignation of certain employees under the A Share Incentive
Schemes.
On May 18, 2020, the registered capital of the Company was decreased from
RMB231,382,162 to RMB231,319,762, the decreased capital of which were repurchased and
canceled by the Company due to resignation of certain employees under the A Share Incentive
Schemes.
On September 9, 2020, the registered capital of the Company was increased from
RMB231,319,762 to RMB232,337,762 due to granting of restricted A Shares under the A Share
Incentive Schemes.
On September 30, 2020, the registered capital of the Company was increased from
RMB232,337,762 to RMB242,516,493 due to a private placing of the Company of the A
Shares.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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On November 30, 2020, the registered capital of the Company was decreased from
RMB242,516,493 to RMB242,514,693, the decreased capital of which were repurchased and
canceled by the Company due to resignation of certain employees under the A Share Incentive
Schemes.
On February 8, 2021, the registered capital of the Company was increased from
RMB242,514,693 to RMB242,690,693 due to granting of restricted A Shares under the A Share
Incentive Schemes.
On March 22, 2021, the registered capital of the Company was decreased from
RMB242,690,693 to RMB242,626,693, the decreased capital of which were repurchased and
canceled by the Company due to resignation of certain employees under the A Share Incentive
Schemes.
Save as disclosed above, there has been no alteration in the share capital of the Company
within two years immediately preceding the date of this document.
Resolutions Passed by Our Shareholders’ General Meeting in Relation to the[REDACTED]
At the extraordinary general meeting of the Shareholders held on June 16, 2021, the
following resolutions, among other things, were duly passed:
(i) the issue by the Company of H Shares with a nominal value of RMB1.00 each and
such H Shares be [REDACTED] on the Hong Kong Stock Exchange;
(ii) the number of H shares to be issued shall be no more than [REDACTED]% of the
total issued share capital upon the [REDACTED] (before the exercise of the
[REDACTED]), and the grant of the [REDACTED] in respect of no more than
[REDACTED]% of the number of H Shares issued pursuant to the [REDACTED];
(iii) authorization of the Board or its authorized individual to handle all matters relating
to, among other things, the [REDACTED], the issue and [REDACTED] of H
Shares on the Hong Kong Stock Exchange; and
(iv) subject to the completion of the [REDACTED], the conditional adoption of the
revised Articles of Association, which shall become effective on the [REDACTED].
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Our Subsidiaries
The following table shows the details of our subsidiaries as of the Latest Practicable Date:
No. NameDate ofestablishment
Place ofincorporation Nature of Business
RegisteredCapital
(RMB in10 thousand
unlessotherwiseindicated) Shareholding
1 Asymchem Laboratories(Fuxin)
April 1, 2002 PRC manufacturing, salesand development ofbiotechnologicalproducts andorganic chemicalproducts
331 100%
2 Asymchem Life Science December 30,2005
PRC manufacturing andtoll manufacturingof drugs
7,000 100%
3 Jilin AsymchemLaboratories
August 17,2007
PRC manufacturing, salesand development ofmedicine rawmaterials andrelevant products
29,149 100%
4 Liaoning AsymchemLaboratories Co., Ltd.(遼寧凱萊英醫藥化學有限公司) (“LiaoningAsymchemLaboratories”)
December 2,2013
PRC manufacturing, tollmanufacturing andselling drugs,chemical products
920 100%
5 Tianjin Canal PharmtechCo., Ltd.(天津凱諾醫藥科技發展有限公司) (“Tianjin CanalPharmtech”)
August 10,2017
PRC wholesaling andretailing drugs
4,000 100%
6 Jilin AsymchemPharmaceuticals Co., Ltd.(吉林凱萊英製藥有限公司)
September29, 2017
PRC manufacturing, salesand development ofmedicine rawmaterials andrelevant products
30,000 100%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No. NameDate ofestablishment
Place ofincorporation Nature of Business
RegisteredCapital
(RMB in10 thousand
unlessotherwiseindicated) Shareholding
7 Shanghai AsymchemBiotechnology Co., Ltd.(上海凱萊英生物技術有限公司) (“ShanghaiAsymchemBiotechnology”)
January 28,2019
PRC manufacturing, salesand development ofbiotechnologicalproducts andorganic chemicalproducts
25,000 100%
8 Asymchem Laboratories(Jilin) Co., Ltd.(凱萊英醫藥化學(吉林)技術有限公司)
May 25, 2020 PRC manufacturing, salesand development ofmedicine rawmaterials andrelevant products
30,000 100%
9 Asymchem Pharmaceuticals(Jiangsu) Co., Ltd.(凱萊英製藥(江蘇)有限公司)
September29, 2020
PRC manufacturing, salesand development ofmedicine rawmaterials
30,000 100%
10 Asymchem Life Science(Jiangsu) Co., Ltd.(凱萊英生命科學技術(江蘇)有限公司)
March 18,2021
PRC exporting, importingdrugs anddevelopment ofmedical research
10,000 100%
11 Asymchem Inc. October 12,2010
United States sales of High-techpharmaceutical rawmaterials andintermediates, geneengineeringoptimized strainsof fermentedpharmaceuticalingredients andbio-enzymaticchemicalpharmaceuticalingredients andpreparationproducts
N/A(1) 100%
12 Asymchem Limited February 13,2017
UnitedKingdom
sales and import andexport trade
C1 100%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No. NameDate ofestablishment
Place ofincorporation Nature of Business
RegisteredCapital
(RMB in10 thousand
unlessotherwiseindicated) Shareholding
13 Asymchem BostonCorporation
December 14,2020
United States pharmaceuticalresearch anddevelopment,intermediatewholesaledistributor ofactivepharmaceuticalingredients
N/A(2) 100%
14 Tianjin AsymchemPharmaceutical Analysis,Testing and EvaluationCo., Ltd. (天津凱萊英藥物分析檢測評價有限公司)
July 29, 2013 PRC analysis and detectionof biomedicine andchemical industryproducts
100 100%
15 GoalGen November28, 2007
PRC manufacturing, salesand development ofbiotechnologicalproducts andorganic chemicalproducts
1,000 100%
16 Asymchem Taixin ClinicalStudy Co., Ltd.(凱萊泰欣臨床研究(天津)有限公司)
March 6,2020
PRC exporting, importingproducts, medicalresearch and trialsdevelopment
1,000 51%(3)
17 Tianjin BaiboshengPharmtech Co., Ltd.(天津百博生醫藥科技有限公司)
November21, 2018
PRC development ofbiomedicaltechnology,medical research,research anddevelopment ofdrugs
500 100%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No. NameDate ofestablishment
Place ofincorporation Nature of Business
RegisteredCapital
(RMB in10 thousand
unlessotherwiseindicated) Shareholding
18 Shanghai XinzhuoPharmaceutical Researchand Development Co.,Ltd. (上海新卓醫藥研究開發有限公司)
December 5,2019
PRC research anddevelopment ofdrugs, developmentof biomedicaltechnology andchemicaltechnology
1,000 100%
19 Tianjin Yinuo QinkangMedical Technology Co.,Ltd. (天津醫諾勤康醫學科技有限公司)
July 29, 2020 PRC medical research andtrials development,big data service,sales of medicaldevices
200 100%
20 Tianjin AsymchemPharmaceuticals Co., Ltd.(天津凱萊英製藥有限公司) (“Tianjin AsymchemPharmaceuticals”)
July 19, 2010 PRC manufacturing ofdrugs, medicalproducts,pharmaceuticalequipment, medicalresearch and trialsdevelopment
22,483 100%(4)
21 Shanghai Nuoxin YingkeInformation TechnologyCo., Ltd. (上海諾信英科信息科技有限公司)
June 15, 2021 PRC Technical service,technicaldevelopment andtechnicalconsultation
500 100%
Notes:
1. Asymchem Inc. is authorised to issue a total of 20,000,000 shares of Common Stock without par value.
2. Asymchem Boston Corporation is authorised to issue a total of 275,000 shares of a single class without parvalue.
3. As of the Latest Practicable Date, the other 49% equity interest in Asymchem Taixin Clinical Study Co., Ltd.(凱萊泰欣臨床研究(天津)有限公司) was held by Teda International Cardiovascular Hospital Co., Ltd. (泰達國際心血管病醫院有限公司), an independent third party of the Company.
4. The Company holds 97.01% direct interest and 2.99% indirect interest through Asymchem Life Science, awholly owned subsidiary of the Company.
Save as disclosed above, so far as is known to any Director or chief executive of the
Company, as at the Latest Practicable Date, no person is directly or indirectly interested in 10%
or more of the issued voting shares of the subsidiary of the Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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The following subsidiaries of the Company were incorporated within two yearsimmediately preceding the date of this document:
Name of SubsidiaryPlace ofIncorporation
Date ofIncorporation
Asymchem Laboratories (Jilin) Co., Ltd.(凱萊英醫藥化學(吉林)技術有限公司)
PRC May 25, 2020
Asymchem Pharmaceuticals (Jiangsu) Co.,Ltd. (凱萊英製藥(江蘇)有限公司)
PRC September 29, 2020
Asymchem Life Science (Jiangsu) Co., Ltd.(凱萊英生命科學技術(江蘇)有限公司)
PRC March 18, 2021
Asymchem Boston Corporation United States December 14, 2020
Asymchem Taixin Clinical Study Co., Ltd.(凱萊泰欣臨床研究(天津)有限公司)
PRC March 6, 2020
Shanghai Xinzhuo Pharmaceutical Researchand Development Co., Ltd.(上海新卓醫藥研究開發有限公司)
PRC December 5, 2019
Tianjin Yinuo Qinkang Medical TechnologyCo., Ltd. (天津醫諾勤康醫學科技有限公司)
PRC July 29, 2020
Shanghai Nuoxin Yingke InformationTechnology Co., Ltd.(上海諾信英科信息科技有限公司)
PRC June 15, 2021
Details of the changes in the share capital of the Company’s subsidiaries during the twoyears immediately preceding the date of this document are set out below:
Save for the registered capital of Jilin Asymchem Laboratories was increased fromRMB87.6 million to RMB291.49 million on April 15, 2020, there has been no alteration in theshare capital of the subsidiaries of the Company within two years immediately preceding thedate of this document.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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FURTHER INFORMATION ABOUT THE BUSINESS
Summary of Material Contracts
The Group has entered into the following contracts (not being contracts entered into in theordinary course of business) within the two years immediately preceding the date of thisdocument that are or may be material:
(a) the [REDACTED]; and
(b) [●].
Intellectual Property
As at the Latest Practicable Date, the following intellectual property rights are materialto the Group’s business:
Trademarks
As at the Latest Practicable Date, the Group had registered the following trademarks
which are material to its business:
No. Trademark ClassRegisteredOwner
Place ofRegistration
RegistrationNumber Expiry Date
1. ASYMCHEM 1 The Company PRC 9027665 January 21,
20222. 1 The Company PRC 9027705 January 21,
20223. 凱萊英 1 The Company PRC 9027772 January 21,
20224. ASYMCHEM 40 The Company PRC 9025464 January 14,
20225. 40 The Company PRC 9025477 January 14,
20226. 凱萊英 40 The Company PRC 9027802 January 21,
20227. ASYMCHEM 42 The Company PRC 9027846 July 21, 20228. 42 The Company PRC 9027900 July 21, 2022
9. 凱萊英 42 The Company PRC 9027963 July 14, 202210. ASYMCHEM 1, 40, 42 Asymchem Inc. United States 3523597 October 28,
202811. 1, 40, 42 Asymchem Inc. United States 3523598 October 28,
2028
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No. Trademark ClassRegisteredOwner
Place ofRegistration
RegistrationNumber Expiry Date
12. 1, 5, 40,
42
The Company Hong Kong 304621752 August 3,
202813. 1, 5, 40,
42
The Company Hong Kong 304621761 August 3,
202814. 1, 5, 40,
42
The Company Hong Kong 304621806 August 3,
202815. 42 GoalGen PRC 23177294 March 7,
202816. 35 GoalGen PRC 23177207 March 7,
202817. 44 GoalGen PRC 23177044 March 7,
202818. 42 GoalGen PRC 22045853 January 14,
202819. 41 GoalGen PRC 22045637 January 14,
202820. 35 GoalGen PRC 22045528 January 14,
202821. 16 GoalGen PRC 22045480 January 14,
2028
Domain Names
As at the Latest Practicable Date, the Group had registered the following domain names
which are material to its business:
No. Domain Name Registered Owner Expiry Date
1. asymchem.com.cn the Company July 9, 2028
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Patents
As at the Latest Practicable Date, the Group had registered the following patents which
are material to its business:
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
1. ContinuousOzonization Reactor
UtilityModel
The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2012201284577 March 30,2012
10 years
2. A Reactor forContinuously andSafely ProducingDiazomethane on aLarge Scale and ItsWorking Methods
Invention The Company PRC ZL2010102076153 June 24, 2010 20 years
3. A Method to Prepare7-bromo-1-heptene
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2012101647240 May 24, 2012 20 years
4. A Method to PrepareSulfobutyl ether-�-cyclodextrin
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2014100121627 January 10,2014
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
5. Synthetic Method ofToremifene
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2014104159002 August 21,2014
20 years
6. Carboxyl Polymer, itsPreparation Methodand Usage andPreparation Methodof Intermediates ofCarbapenemsAntibiotics
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2014104597083 September 10,2014
20 years
7. The Reactor and theReaction SystemThereof (PortableContinuous Low-temperatureReaction Unit on aLarge Scale
UtilityModel
The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2016203903137 April 29, 2016 10 years
8. Dicarbonyl Reductase,its Encoding Geneand Applications
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL201410188168X May 6, 2014 20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
9. Dicarbonyl Reductase,its Encoding Geneand Applications
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2014101891874 May 6, 2014 20 years
10. Transaminase and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2014106062529 October 31,2014
20 years
11. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2017110409403 May 9, 2014 20 years
12. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2014108025492 December 19,2014
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
13. Carboxyl Polymer, itsPreparation Methodand Usage,Supported Catalystand PreparationMethod ofIntermediates ofCarbapenemsAntibiotics
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Japan 6227147 September 10,2014
20 years
14. A Synthetic Device ofOrganicPhosphonates
UtilityModel
Asymchem LifeScience
PRC ZL2017206517542 June 5, 2017 10 years
15. ContinuousPhotochemicalReactor and itsSystem
UtilityModel
AsymchemLaboratories(Fuxin)
PRC ZL2017209732625 August 4, 2017 10 years
16. Carboxyl Polymer, itsPreparation Methodand Usage andCarbene InsertionReaction Catalyzedby SupportedCatalyst
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Korea 10-1851476 September 10,2014
20 years
17. Transaminase and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Japan 6367944 October 31,2014
20 years
18. Low-temperature Full-continuous ReactionSystem
UtilityModel
Jilin AsymchemLaboratories
PRC ZL2018200479359 January 11,2018
10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
19. AlcoholDehydrogenaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL201410814234X December 23,2014
20 years
20. Transaminase and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Korea 10-1910259 October 31,2014
20 years
21. ContinuousReplacementReaction Equipmentof Metal-brominatedAromatics andContinuousPreparation Systemof AromaticAldehyde
UtilityModel
AsymchemLaboratories(Fuxin)
PRC ZL2018201587859 January 30,2018
10 years
22. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
United States US 10,131,883 B2 August 4, 2014 20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
23. Transaminase and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
United States US 10,131,962 BS October 31,2014
20 years
24. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Japan 6473175 August 4, 2014 20 years
25. A Method to PrepareSulfobutyl ether-�-cyclodextrin
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
United States US 10,246,524 B2 October 14,2014
20 years
26. Continuous Unit forPreparingBenzaldehydeIntermediates
UtilityModel
Asymchem LifeScience
PRC ZL2018214309230 August 31,2018
10 years
27. Transaminase and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Europe EP 3075847 B1 October 31,2014
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
28. A Method to PrepareHydrocarbonylPhosphonates
Invention Asymchem LifeScience
PRC ZL201710321770X May 9, 2017 20 years
29. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Europe EP 3141601 B1 August 4, 2014 20 years
30. MonooxygenaseMutants, itsPreparation Methodand Application
Invention The Company PRC ZL2018101236560 February 7,2018
20 years
31. Carboxyl Polymer, itsPreparation Methodand Usage andCarbene InsertionReaction Catalyzedby SupportedCatalyst
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
United States US 10,399,071 B2 September 10,2014
20 years
32. Carboxyl Polymer, itsPreparation Methodand Usage andCarbene InsertionReaction Catalyzedby SupportedCatalyst
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Europe EP 3075751 B1 September 10,2014
20 years
33. ContinuousPhotochemicalReactor and itsSystem
UtilityModel
The Company PRC ZL2019203256465 March 14,2019
10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
34. ContinuousElectrochemicalReactor and AMethod ofContinuousOxidation ofThioetherSubstrates toSulfone
Invention The Company PRC ZL2017106680337 August 7, 2017 20 years
35. Electrolyzer andElectrolytic System
UtilityModel
The Company PRC ZL201920814583X May 31, 2019 10 years
36. Preparation Method ofChiral �-aminoAcids
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2016105393449 July 8, 2016 20 years
37. EtelcalcetideIntermediates and ASynthetic Methodof Etelcalcetide
Invention The Company PRC ZL201911217130X December 3,2019
20 years
38. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories/ShanghaiAsymchemLaboratories
PRC ZL2017110409403 May 9, 2014 20 years
39. Continuous Synthesisand PurificationUnit and itsContinuousReaction SystemThereof
UtilityModel
Jilin AsymchemLaboratories
PRC ZL201921262311X August 6, 2019 10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
40. Continuous SyntheticMethod of 2-Chloropyrimidine-4- formic AcidCompounds
Invention Tianjin AsymchemPharmaceuticals
PRC ZL2019111620405 November 25,2019
20 years
41. Synthetic Method ofChiral Fluorine-containing AmineCompounds
Invention The Company PRC ZL2020101188808 February 26,2020
20 years
42. Interlocking LinkageCabinet
UtilityModel
Asymchem LifeScience
PRC ZL2019213642688 August 21,2019
10 years
43. Synthetic Method,Kits andApplications ofD-heterocyclicAmino Acid
Invention The Company PRC ZL2018100647715 January 23,2018
20 years
44. Transaminase Mutantsand its Application
Invention The Company PRC ZL2020103530698 April 29, 2020 20 years
45. Immobilized Enzyme,its PreparationMethod andApplication
Invention Asymchem LifeScience
PRC ZL2020103535583 April 29, 2020 20 years
46. Transaminase Mutantsand its Application
Invention Asymchem LifeScience
PRC ZL2018101125981 February 5,2018
20 years
47. Synthetic Method ofN-Boc-Dolaproineand Boc-DapDCHA
Invention Asymchem LifeScience
PRC ZL2020104871280 June 2, 2020 20 years
48. Continuous Post-processing Unit ofCarbapenemsCompounds
UtilityModel
The Company PRC ZL2019217282319 October 15,2019
10 years
49. KetoreductaseMutants and itsApplication
Invention Asymchem LifeScience
PRC ZL2020105100497 June 8, 2020 20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
50. A Method to PrepareMultiple-chiralCenter AmineCompounds
Invention Asymchem LifeScience
PRC ZL2017109368883 October 10,2017
20 years
51. L-amino Acid LigaseSlal, its PreparationMethod andApplication
Invention Asymchem LifeScience
PRC ZL2020105206561 June 10, 2020 20 years
52. A Method to PrepareMultiple-chiralCenter AlcoholicCompounds
Invention Jilin AsymchemLaboratories
PRC ZL2017109361742 October 10,2017
20 years
53. KetoreductaseMutants and itsApplication
Invention Jilin AsymchemLaboratories
PRC ZL2018100607949 January 22,2018
20 years
54. Continuous SyntheticMethod ofRufinamide
Invention The Company PRC ZL2018111788420 October 10,2018
20 years
55. Synthetic Method ofSulopenem SideChain
Invention Asymchem LifeScience
PRC ZL2019100745708 January 25,2019
20 years
56. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaeuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Korea 10-2176054 December 9,2016
20 years
57. PhotochemicalContinuous Reactorand PhotochemicalContinuousReaction System
UtilityModel
LiaoningAsymchemLaboratories
PRC ZL2020204283706 March 27,2020
10 years
58. Grignard ReagentContinuousPreparation Unitand System
UtilityModel
LiaoningAsymchemLaboratories
PRC ZL2020205470610 April 14, 2020 10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
59. Synthetic Method ofCyclopropaneCompounds
Invention Asymchem LifeScience
PRC ZL2020108601168 August 25,2020
20 years
60. Preparation Method ofEnzyme Catalystfor Chiral Alcohol
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2016108876408 October 11,2016
20 years
61. Preparation Method ofEnzyme Catalystfor Chiral Alcohol
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
PRC ZL2016109357776 November 1,2016
20 years
62. Dicarbonyl ReductaseMutants and itsApplication
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)
India 356941 August 4, 2014 20 years
63. Synthetic Method ofLiquid Phase forEtelcalcetide
Invention Asymchem LifeScience
PRC ZL2020110343126 September 27,2020
20 years
64. Transaminase Mutantsand its Application
Invention Asymchem LifeScience
PRC ZL2017110811016 November 6,2017
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
65. Amino AcidDehydrogenaseMutants and itsApplication
Invention Asymchem LifeScience
PRC ZL2018109423851 August 17,2018
20 years
66. MonooxygenaseMutants, itsPreparation Methodand Application
Invention The Company PRC ZL2019105628626 February 7,2018
20 years
67. Cytochrome P450Enzyme Mutantsand its Application
Invention Asymchem LifeScience
PRC ZL2021100394588 January 13,2021
20 years
68. Amino AcidHehydrogenaseMutants and itsApplication
Invention Asymchem LifeScience
PRC ZL2021100785149 January 21,2021
20 years
69. Lipase Mutants andits Application
Invention Asymchem LifeScience
PRC ZL2021100596946 January 18,2021
20 years
70. Proline Hydroxylaseand its Application
Invention The Company/Asymchem LifeScience/TianjinAsymchemPharmaceuticals/AsymchemLaboratories(Fuxin)/JilinAsymchemLaboratories
Japan 6870102 November 4,2016
20 years
71. A Method and Systemof RemovingBacteriophagesfrom CompressedAir in FermentationProcess
Invention The Company PRC ZL2017107997999 September 7,2017
20 years
72. Synthetic Method of�-Amino AcidIntermediate
Invention The Company PRC ZL201810670845X June 26, 2018 20 years
73. KetoreductaseMutants andProduction Methodof Chiral Alcohol
Invention The Company PRC ZL2019105118958 June 13, 2019 20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type Patent HolderJurisdiction ofRegistration Patent Number
Date ofApplication
Duration ofPatent Right(1)(2)
74. PVA MembraneImmobilizedEnzyme and itsPreparation Method
Invention Asymchem LifeScience
PRC ZL2020106834765 July 16, 2020 20 years
75. Transaminase Mutantsand its Application
Invention The Company PRC ZL2019110334815 October 28,2019
20 years
76. Esterase Mutants andits Application
Invention Asymchem LifeScience
PRC ZL2021101070533 January 27,2021
20 years
77. Enzyme-catalyzedDouble-MichaelContinuousAddition Method
Invention Asymchem LifeScience
PRC ZL202011479821X December 16,2020
20 years
78. Modified KetoneReductase Mutantsand its PreparationMethod andApplication
Invention Jilin AsymchemLaboratories
PRC ZL2017114219658 December 25,2017
20 years
Notes:
1. According to the PRC laws, the duration of a patent right for inventions shall be 20 years and the duration ofa patent right for utility models shall be 10 years, both commencing from the date of application.
2. The duration of the overseas patent rights owned by the Company and its subsidiaries is 20 years, commencingfrom the date of application.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
As at the Latest Practicable Date, the Group had applied for registration the following
patents which are material to its business:
No Patent Name Type ApplicantJurisdiction ofRegistration
ApplicationNumber
Date ofApplication
1. Proline Hydroxylase and
its Application
Invention The
Company/Asymchem
Life
Science/Tianjin
Asymchem
Pharmaceuticals/Asymchem
Laboratories
(Fuxin)/Jilin
Asymchem
Laboratories
PRC 201610971207.2 November 4,
2016
2. Monooxygenase Mutants
and its Application
Invention The Company PRC 201811307573.3 November 5,
2018
3. Continuous
Photochemical
Reaction Unit and its
System
Invention The Company PRC 201910195168.5 March 14,
2019
4. Continuous synthesis
method of 1,1’-
Bicyclo[1.1.1]
Pentane-1,3-3-
Pentanone
Invention Jilin Asymchem
Laboratories
PRC 201910502689.0 June 11, 2019
5. Continuous synthesis
method of Propellane
compound
Invention Jilin Asymchem
Laboratories
PRC 201910527363.3 June 18, 2019
6. Immobilized Enzyme, its
Preparation Method
and Application
Invention Jilin Asymchem
Laboratories
PRC 201911360761.7 December 25,
2019
7. Immobilized Enzyme, its
Preparation Method
and Application
Invention Jilin Asymchem
Laboratories
PRC 202010038661.9 January 14,
2020
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
No Patent Name Type ApplicantJurisdiction ofRegistration
ApplicationNumber
Date ofApplication
8. PEI Immobilized
Enzyme, its
Preparation Method
and Application
Invention Asymchem Life
Science
PRC 202010664338.2 July 10, 2020
9. Reaction module and its
reactor
Invention Asymchem Life
Science
PRC 202011027481.7 September 25,
2020
10. Preparation device of
Grignard reagent and
preparation system of
Grignard reagent
Utility
Model
The Company PRC 202120354981.5 February 8,
2021
11. A photocatalytic method
for continuous
bromination
Invention The Company PRC 202110226837.8 March 2, 2021
12. Transaminase Mutants
and its Application
Invention The Company PRC 202110451381.5 April 26, 2021
13. Synthetic Method of
chiral amine
Invention The Company PRC 202110451383.4 April 26, 2021
14. Preparation method of
polypeptide
Invention The Company PRC 202110554938.8 May 21, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Software copyrights
As of the Latest Practicable Date, the Group had registered the following softwarecopyrights which are material to its business:
No Software Name RegistrantRegistrationNumber
Date ofRegistration
1. Automatic thermostaticheating system V1.0(全自動恒溫加熱系統V1.0)
LiaoningAsymchemLaboratories
2018SR685321 August 27,2018
2. Pressure, temperature andliquid level detectionsystem V1.0 (壓力溫度液位檢測系統V1.0)
LiaoningAsymchemLaboratories
2018SR691071 August 29,2018
3. Clinical drug preparationprocedure supervisionsystem V1.0 (臨床藥物制備流程監管系統V1.0)
Tianjin CanalPharmtech
2021SR0496782 April 6, 2021
4. Clinical drug preparationquality testing systemV1.0 (臨床藥物制備質量檢測系統V1.0)
Tianjin CanalPharmtech
2021SR0495544 April 6, 2021
5. Clinical drug developmentinformation managementplatform V1.0 (臨床藥物研發信息化管理平台V1.0)
Tianjin CanalPharmtech
2021SR0494381 April 6, 2021
6. Clinical drug developmenttechnology applicationmanagement systemV1.0 (臨床藥物研發技術應用管理系統V1.0)
Tianjin CanalPharmtech
2021SR0494533 April 6, 2021
7. Clinical drug developmentprogress managementsystem V1.0 (臨床藥物研發進度管理系統V1.0)
Tianjin CanalPharmtech
2021SR0500305 April 7, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
DISCLOSURE OF INTERESTS
Disclosure of Interests of Directors, Supervisors and Chief Executive of the Company
Immediately following the completion of the [REDACTED] (assuming that the
[REDACTED] is not exercised and no additional restricted A Shares are granted under the A
Share Incentive Schemes), the interests and/or short positions (as applicable) of the Directors,
Supervisors and the chief executive of the Company in the Shares, underlying Shares and
debentures of the Company and any interests and/or short positions (as applicable) in shares,
underlying Shares or debentures of any of the Company’s associated corporations (within the
meaning of Part XV of the SFO) which (1) will have to be notified to the Company and the
Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests and/or short positions (as applicable) which they are taken or deemed to have under
such provisions of the SFO), (2) will be required, pursuant to Section 352 of the SFO, to be
entered in the register referred to therein or (3) will be required, pursuant to the Model Code
for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the
Listing Rules, to be notified to the Company and the Hong Kong Stock Exchange, in each case
once the Shares are [REDACTED] on the Hong Kong Stock Exchange, will be as follows:
Interests/Short Positions in the Shares
Name ofShareholder Nature of Interest
Class ofShares
Number ofShares Held
or Interested
ApproximatePercentage ofShareholding
in the RelevantClass of Shares
ApproximatePercentage ofShareholding
in the TotalIssued Share
Capital
(%) (%)
Dr. Hao Hong Beneficial owner A Shares 10,191,928 4.20 [REDACTED]Interest held by
controlled
corporations(1)
A Shares 88,510,520 36.48 [REDACTED]
Mr. Zhang Da Beneficial owner A Shares 72,000 0.03 [REDACTED]Beneficial owner(2) A Shares 108,000 0.05 [REDACTED]
Notes:
1. As of the Latest Practicable Date, Dr. Hao Hong directly held 71.19% equity interest in ALAB. Therefore, Dr.Hao Hong was deemed to be interested in the Shares held by ALAB.
2. Interests in Restricted A Shares granted pursuant to A Share Incentive Schemes.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Long Position in Shares of Associated Corporations
Name of Directoror Chief Executive
Name ofAssociatedCorporations
Number ofShares Nature of Interest
ApproximatePercentage
(%)
Dr. Hao Hong ALAB 22,320,000 Beneficial owner 71.19Dr. Ye Song ALAB 6,120,000 Beneficial owner 19.52
Save as disclosed above, none of the Directors, Supervisors or the chief executive of the
Company will, immediately following the completion of the [REDACTED], have an interest
and/or short position (as applicable) in the Shares, underlying Shares or debentures of the
Company or any interests and/or short positions (as applicable) in the shares, underlying
Shares or debentures of the Company’s associated corporations (within the meaning of Part XV
of the SFO) which (i) will have to be notified to the Company and the Hong Kong Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short
positions which they are taken or deemed to have under such provisions of the SFO), (ii) will
be required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein
or (iii) will be required, pursuant to the Model Code for Securities Transactions by Directors
of Listed Issuers as set out in Appendix 10 to the Listing Rules, to be notified to the Company
and the Hong Kong Stock Exchange, in each case once the Shares are [REDACTED] on the
Hong Kong Stock Exchange.
Disclosure of Interests of Substantial Shareholders
For information on the persons who will, immediately following the completion of the
[REDACTED], have interests or short positions in our Shares or underlying Shares which
would be required to be disclosed to us and the Hong Kong Stock Exchange under the
provisions of Divisions 2 and 3 of Part XV of the SFO, or who will directly or indirectly, be
interested in 10% or more of the nominal value of any class of share capital carrying the rights
to vote in all circumstances at general meetings of the Company or of any member of the
Group, see “Substantial Shareholders.”
FURTHER INFORMATION ABOUT DIRECTORS AND SUPERVISORS
Particulars of the Service Contracts
Pursuant to Rules 19A.54 and 19A.55 of the Hong Kong Listing Rules, we will enter into
a contract with each of our Directors and Supervisors in respect of, among other things (i)
compliance of relevant laws and regulations, (ii) observance of the Articles of Association, and
(iii) provisions on arbitration.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-27 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Save as disclosed above, none of the Directors or Supervisors has entered into any servicecontracts as a director or supervisor with any member of the Group (excluding contractsexpiring or determinable by the employer within one year without payment of compensation(other than statutory compensation)).
Remuneration of Directors and Supervisors
For details of the remuneration of Directors and Supervisors, see “Directors, Supervisorsand Senior Management – Remuneration of the Directors, Supervisors and SeniorManagement” and note 8 in “Appendix I Accountant’s Report.”
Agency Fees or Commissions Received
The [REDACTED] will receive an [REDACTED] commission in connection with the[REDACTED], as detailed in “[REDACTED] – Commissions and Expenses.” Save inconnection with the [REDACTED], no commissions, discounts, brokerages or other specialterms have been granted by the Group to any person (including the Directors, promoters andexperts referred to in “Other Information – Qualifications and Consents of Experts” below) inconnection with the issue or sale of any capital or security of the Company or any member ofthe Group within the two years immediately preceding the date of this document.
Save for the underwriting commission paid to the underwriters in relation to the issuanceof the non-public offering of 10,178,731 A Shares in September 2020 as disclosed in “Historyand Development – Establishment and Development of the Company – 9. Non-public offeringin September 2020”, within the two years immediately preceding the date of this document, nocommission has been paid or is payable for subscription, agreeing to subscribe, procuringsubscription or agreeing to procure subscription for any share in or debentures of the Company.
Personal Guarantees
The Directors have not provided personal guarantees in favour of lenders in connectionwith banking facilities granted to the Group.
Disclaimers
(a) Save as disclosed in the section headed “History and Development,” none of theDirectors, Supervisors nor any of the experts referred to in “Other Information –Qualifications and Consents of Experts” below has any direct or indirect interest inthe promotion of, or in any assets which have been, within the two yearsimmediately preceding the date of this document, acquired or disposed of by, orleased to, any member of the Group, or are proposed to be acquired or disposed ofby, or leased to, any member of the Group.
(b) Save in connection with the [REDACTED], none of the Directors, Supervisors norany of the experts referred to in “Other Information – Qualifications and Consentsof Experts” below, is materially interested in any contract or arrangement subsistingat the date of this document which is significant in relation to the business of theGroup.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-28 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
(c) Neither the Controlling Shareholders nor the Directors are interested in any business
apart from the Group’s business which competes or is likely to compete, directly or
indirectly, with the business of the Group.
(d) No cash, securities or other benefit has been paid, allotted or given within the two
years preceding the date of this document to any promoter of the Company nor is
any such cash, securities or benefit intended to be paid, allotted or given on the basis
of the [REDACTED] or related transactions as mentioned.
(e) So far as is known to the Directors, none of the Directors or their associates or any
Shareholders who are expected to be interested in 5% or more of the issued share
capital of the Company has any interest in the five largest customers or the five
largest suppliers of the Group.
A SHARE INCENTIVE SCHEMES
Pursuant to Administrative Measures for the Equity Incentives of Listed Companies (《上市公司股權激勵管理辦法》) issued by the CSRC, as amended and supplemented from time to
time, the Company may adopt various equity incentive schemes at the same time provided that
the aggregate number of A Shares involved in equity incentive schemes within any validity
period shall not exceed 10% of the Company’s total share capital.
The 2016 Share Option and Restricted A Share Incentive Scheme, the 2018 Restricted A
Share Incentive Scheme, the 2019 Restricted A Share Incentive Scheme and the 2020
Restricted A Share Incentive Scheme (collectively, the “A Share Incentive Schemes”) were
adopted and approved by the Shareholders’ meetings held on January 16, 2017, July 12, 2018,
April 12, 2019, July 9, 2020, respectively. The options granted under the 2016 Share Option
and Restricted A Share Incentive Scheme have all been canceled as at the Latest Practicable
Date. As such, the terms of the A Share Incentive Schemes are not subject to the provisions of
Chapter 17 of the Listing Rules as they do not involve any grant of options by our Company
to subscribe for new Shares after the [REDACTED].
Terms of each of the A Share Incentive Schemes
The terms of each of the A Share Incentive Schemes are substantially similar and are
summarized below.
(a) Purpose
The purpose of the A Share Incentive Schemes is to establish the long-term incentive
mechanism of the Company, attract and retain talents, mobilize the enthusiasm of the directors,
senior management and key technical employees of the Company, foster shared interests
among the shareholders, the Company and operators, thereby promoting sustained, long-term
and healthy growth of the Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-29 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
(b) Types of Awards
The A Share Incentive Schemes provides for awards of options (only under 2016 Share
Option and Restricted A Share Incentive Scheme) and restricted A Shares (the “Awards”).
(c) Administration
The Shareholders’ meeting is the highest authority of the A Share Incentive Schemes. The
Board is the managing authority of the A Share Incentive Schemes. The board of Supervisors
and independent non-executive Directors are the supervising authorities of the A Share
Incentive Schemes.
(d) Scope of Participants
The Directors, senior or mid-level management and key technical employees of the
Company (excluding independent non-executive Directors, Supervisors, Shareholders that hold
more than 5% of the Company’s shares and the Controlling Shareholders and their spouses,
parents, and children) (the “Participants”).
(e) Source of Shares
The Shares underlying the A Share Incentive Schemes shall be ordinary A Shares.
(f) Maximum Number of Shares
The maximum number of shares involved with the Awards to be granted to an eligible
employee under all effective A Share Incentive Schemes shall not exceed 1% of the total
outstanding share capital of the Company. The total number of shares involved with all
effective A Share Incentive Schemes shall not exceed 10% of the total outstanding share capital
of the Company.
(g) Validity Period of the A Share Incentive Schemes
Subject to the termination provisions under the A Share Incentive Schemes, the A Share
Incentive Schemes shall be valid and effective commencing on the date that the Awards are
granted (the “Initial Grant”) to when such Awards are no longer under any lock-ups, fully
exercised or cancelled. The term of validity underlying the A Share Incentive Schemes of 2016,
2018, 2020 shall not exceed 60 months. The term of validity underlying the 2019 Restricted
A Share Incentive Scheme shall not exceed 48 months.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-30 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
(h) Date of Grant
The date on which the Awards are granted shall be determined by the Board, subject toapproval of the A Share Incentive Schemes by the shareholders’ meeting, which shall be atrading day. The Awards shall be granted, registered and announced within 60 days after theapproval of the A Share Incentive Schemes by the shareholders’ meeting. Otherwise, the AShare Incentive Schemes shall be terminated, and the Awards thereunder that have not beengranted shall become invalid.
(i) Lock-up Period
The lock-up periods for the Awards underlying the A Share Incentive Schemes are 12months, 24 months and 36 months, respectively, commencing from the date the Awards wereregistered (the “Registration Date”). During the lock-up period, the Awards shall not betransferred, used as guarantee or repayment of debt.
The unlocking periods (each, an “Unlocking Period”) in relation to the Restricted AShares granted under the Initial Grant are as follows:
Unlocking PeriodProportion of
unlocking
First Unlocking Period From the first trading day after 12months from the RegistrationDate to the last trading daywithin 24 months from theRegistration Date
40%
Second Unlocking Period From the first trading day after 24months from the RegistrationDate to the last trading daywithin 36 months from theRegistration Date
30%
Third Unlocking Period From the first trading day after 36months from the RegistrationDate to the last trading daywithin 48 months from theRegistration Date
30%
(j) Grant and Exercise of Awards
On and subject to certain terms of the A Share Incentive Schemes, Awards can be grantedto or exercised by any eligible employee, i.e., linking the grant and exercise of the Awards tothe attainment or performance of milestones by the Company and the grantee. If theperformance of the Company, the relevant grantee and other conditions are not fulfilled in thestipulated period, the Awards shall be repurchased or cancelled by the Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-31 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
(k) Amendment or Termination of the A Share Incentive Schemes
Any amendment or termination of the A Share Incentive Schemes shall be submitted to
the Board and shareholders for consideration. The independent Directors and Supervisory
Committee shall express their relevant views and the Company’s legal adviser shall provide
professional advice to the Board whether such adjustment is fair and reasonable and in
compliance with the A Share Incentive Schemes and the relevant laws and regulations. Any
amendment that results in early exercise or unlocking or lowers the exercise price or grant price
is prohibited.
Restricted A Shares Granted
The options granted under the 2016 Share Option and Restricted A Share Incentive
Scheme have all been canceled as at the Latest Practicable Date. As of the Latest Practicable
Date, a total of 1,688,295 restricted A Shares were granted to 262 eligible Participants under
A Share Incentive Schemes other than certain restricted A Shares repurchased and canceled by
the Company due to resignation of certain Participants. The following table set forth the
restricted A Shares held by relevant Participants under the A Share Incentive Schemes as of the
Latest Practicable Date:
Name Position
Number ofrestricted A
Shares grantedup to the Latest
PracticableDate
Percentageto the totalnumber of
Shares in issueas of the Latest
PracticableDate
Percentage to the totalnumber of Shares in
issue immediately afterthe [REDACTED]
(assuming that the[REDACTED] is not
exercised and noadditional restricted A
Shares are grantedunder the A Share
Incentive Schemes)
(%) (%)
DirectorZhang Da Executive Director,
Deputy General
Manager and Chief
Financial Officer
108,000 0.05 [REDACTED]
Senior managementXiao Yi Deputy General
Manager
180,000 0.07 [REDACTED]
Jiang Yingwei Deputy General
Manager
180,000 0.07 [REDACTED]
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-32 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Name Position
Number ofrestricted A
Shares grantedup to the Latest
PracticableDate
Percentageto the totalnumber of
Shares in issueas of the Latest
PracticableDate
Percentage to the totalnumber of Shares in
issue immediately afterthe [REDACTED]
(assuming that the[REDACTED] is not
exercised and noadditional restricted A
Shares are grantedunder the A Share
Incentive Schemes)
(%) (%)
Members of senior or mid-levelmanagement (excluding seniormanagement) and key technicalemployees of the Company
1,220,295 0.50 [REDACTED]
Total 1,688,295 0.62 [REDACTED]
Note:
1. None of the Participants is independent non-executive Director, Supervisor, shareholder that hold morethan 5% of the Company’s shares and the controlling shareholder and their spouses, parents, andchildren.
OTHER INFORMATION
Estate Duty
The Directors have been advised that no material liability for estate duty is likely to fall
on the Group.
Litigation
As of the Latest Practicable Date, the Company was not engaged in any outstanding
litigation or arbitration which may have material adverse effect on the [REDACTED] and, so
far as the Directors are aware, no material litigation or claim was pending or threatened by or
against the Company.
The Joint Sponsors
The Joint Sponsors satisfies the independence criteria applicable to sponsors set out in
Rule 3A.07 of the Listing Rules.
Each of the Joint Sponsors will receive a fee of US$500,000 for acting as the sponsors
for the [REDACTED].
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-33 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Compliance Adviser
The Company has appointed Anglo Chinese Corporate Finance, Limited as the
compliance adviser upon [REDACTED] in compliance with Rules 3A.19 and 19A.05 of the
Listing Rules.
Preliminary Expenses
The Company has not incurred any preliminary expenses.
Promoters
The information of our promoters when we were established as a joint stock limited
company is as follows:
Name of Shareholder
Number ofShares held
upon ourestablishment
Shareholdingpercentage
upon ourestablishment
ALAB 35,308,982 58.848%Dr. Hao Hong 3,738,982 6.232%Hongruntong 2,492,389 4.154%Tianchuang Fuxin 2,482,759 4.138%Guorong Business 2,364,532 3.941%Kunlunjishi 2,068,966 3.448%Shanghe Century 1,891,626 3.153%Ruizhihui 1,730,583 2.884%Chenglun Electric 1,655,172 2.759%Huafang Venture Capital 1,665,172 2.759%Tianchuang Zhongxin 1,241,379 2.069%Junyi Boxing 1,034,483 1.724%Junyi Boying 1,034,483 1.724%Qinghai Mingjiao Co., Ltd. (青海明膠股份有限公司) 827,586 1.379%Aitao Investment 472,906 0.788%
Total 60,000,000 100.00%
Within the two years immediately preceding the date of this document, no cash,
securities, amount or benefit has been paid, allotted or given, or has been proposed to be paid,
allotted or given, to any of the promoters named above in connection with the [REDACTED]
or the related transactions described in this document.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Qualifications and Consents of Experts
The qualifications of the experts which have given opinions or advice which are contained
in, or referred to in, this document are as follows:
Name of Expert Qualifications
Goldman Sachs (Asia) L.L.C. A corporation licensed under the SFO to
conduct type 1 (dealing in securities), type 4
(advising on securities), type 5 (advising on
futures contracts), Type 6 (advising on
corporate finance) and type 9 (asset
management) regulated activities
CLSA Capital Markets Limited A corporation licensed under the SFO to
conduct type 4 (advising on securities) and type
6 (advising on corporate finance) regulated
activities
Ernst & Young Certified Public Accountants and
Registered Public Interest Entity Auditor
Deheng PRC legal advisor
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Industry consultant
Each of the experts listed above has given and has not withdrawn its written consent to
the issue of this document with the inclusion of its report and/or letter and/or opinion and/or
references to its name included herein in the form and context in which they respectively
appear.
Binding Effect
This document shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all of the provisions (other than the penal provisions)
of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
Bilingual document
The English language and Chinese language versions of this document are being
published separately, in reliance upon the exemption provided in Section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-35 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT
Miscellaneous
(a) Save as disclosed in this section, within the two years preceding the date of this
document, no share or loan capital of the Company or any of its subsidiary has been
issued or has been agreed to be issued fully or partly paid either for cash or for a
consideration other than cash.
(b) No share or loan capital of the Company or any of its subsidiary is under option or
is agreed conditionally or unconditionally to be put under option.
(c) No founder, management or deferred shares of the Company or any of its subsidiary
have been issued or have been agreed to be issued.
(d) Save for our A Shares, none of the equity and debt securities of the Company or its
subsidiary is presently listed or dealt in on any other stock exchange nor is any
listing or permission to deal being or proposed to be sought.
(e) The Company has no outstanding convertible debt securities or debentures.
(f) None of the experts listed under “– Qualifications and Consents of Experts”:
(i) is interested beneficially or non-beneficially in any shares in any member of
the Group; or
(ii) has any right or option (whether legally enforceable or not) to subscribe for or
to nominate persons to subscribe for securities in any member of the Group
save in connection with the [REDACTED].
(g) The English text of this document and the [REDACTED] shall prevail over their
respective Chinese text.
(h) There has not been any interruption in the business of the Group which may have
or has had a significant effect on the financial position of the Group in the 12 months
preceding the date of this document.
(i) The Company currently does not intend to apply for the status of a sino-foreign
investment joint stock limited liability company and does not expect to be subject
to the Law of the PRC on Sino-foreign Equity Joint Ventures.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-36 –
THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT