We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
Genetron Holdings Ltd | NASDAQ:GTH | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.025 | 4.02 | 4.04 | 0 | 01:00:00 |
|
Mr. Sizhen Wang
FHP Holdings Limited SUPER SAIL, LLC Genetron Discovery Holdings Limited 1-2/F, Building 11, Zone 1 No. 8 Life Science Parkway Changping District, Beijing, 102206 People’s Republic of China (86) 10 5090-7500 |
| |
Dr. Hai Yan
Eugene Health Limited Dr. Yuchen Jiao Genetron Alliance Holdings Limited Mr. Evan Ce Xu Dr. Yun-Fu Hu Ms. Fengling Zhang 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206 People’s Republic of China (86) 10 5090-7500 |
|
|
Surrich International Company Limited
Suite 1901-2, 19/F, Shui On Centre 6-8 Harbour Road, Wanchai Hong Kong SAR (852) 28611161 |
| |
Wuxi Huihongyingkang Investment Partnership (Limited Partnership)
Wuxi Huizhisheng Enterprise Management Partnership (Limited Partnership) 18/F, Xinxi Port, No .5 Zhihui Road, Huishan District, Wuxi Jiangsu Province 214174 People’s Republic of China (86) 15251531315 |
|
|
CCB (Beijing) Investment Fund Management Co., Ltd.
CCB Trust Co., Ltd. 10/F, Building 4, ChangAn XingRong Centre No. 1, Naoshikou Street Xicheng District, Beijing 100031 People’s Republic of China (86) 10 8314 2483 |
| |
Wealth Strategy Holding Limited
Easy Benefit Investment Limited Easy Best Investment Limited Wealth Strategy Group Limited Mr. Hung Ka Kung 86/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong (+852) 3651-7155 |
|
|
Li He, Esq.
Xuelin (Steve) Wang, Esq. Davis Polk & Wardwell LLP 18/F, The Hong Kong Club Building 3A Chater Road, Central Hong Kong, People’s Republic of China +852 2533 3300 |
| |
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP 30/F, China World Office 2 No. 1, Jianguomenwai Avenue Chaoyang District Beijing 100004 People’s Republic of China +86 10 6535 5500 |
| |
Benjamin Su, Esq.
Daying Zhang, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place, Central Hong Kong +852 2912-2500 |
|
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 12 | | |
| (a)-(1) | | | Proxy Statement of the Company dated January 17, 2024. | |
| (a)-(2) | | | | |
| (a)-(3) | | | | |
| (a)-(4)* | | | | |
| (c)-(1) | | | | |
| (c)-(2)* | | | | |
| (d)-(1) | | | | |
| (d)-(2)* | | | | |
| (d)-(3)* | | | | |
| (d)-(4)* | | | | |
| (d)-(5)* | | | |
| (d)-(6)* | | | | |
| (d)-(7)* | | | | |
| (d)-(8)* | | | | |
| (d)-(9)* | | | | |
| (d)-(10)* | | | | |
| (d)-(11)* | | | | |
| (d)-(12)* | | | | |
| (d)-(13)* | | | | |
| (d)-(14)* | | | | |
| (d)-(15)* | | | | |
| (f)-(1) | | | | |
| (f)-(2) | | | | |
| (g) | | | Not applicable. | |
| 107* | | | Calculation of Filing Fee Tables | |
| Sincerely, | | | Sincerely, | |
|
/s/ Wing Kee Lau
Wing Kee Lau
Chairman of the Special Committee |
| |
/s/ Sizhen Wang
Sizhen Wang
Chairman of the Board |
|
| | |
Page
|
| |||
| | | | 3 | | | |
| | | | 15 | | | |
| | | | 20 | | | |
| | | | 64 | | | |
| | | | 66 | | | |
| | | | 74 | | | |
| | | | 92 | | | |
| | | | 93 | | | |
| | | | 95 | | | |
| | | | 97 | | | |
| | | | 98 | | | |
| | | | 101 | | | |
| | | | 102 | | | |
| | | | 104 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | |
| | |
Management Projections
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2022P
|
| |
2023P
|
| |
2024P
|
| |
2025P
|
| |
2026P
|
| |
2027P
|
| |
2028P
|
| |
2029P
|
| |
2030P
|
| |||||||||||||||||||||||||||
| | |
(in RMB thousands except percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues
|
| | | | 674,192 | | | | | | 604,829 | | | | | | 721,672 | | | | | | 954,271 | | | | | | 1,216,336 | | | | | | 1,496,791 | | | | | | 1,828,110 | | | | | | 2,173,985 | | | | | | 2,557,486 | | |
Cost of Revenue
|
| | | | 355,897 | | | | | | 230,018 | | | | | | 234,823 | | | | | | 296,527 | | | | | | 359,380 | | | | | | 437,016 | | | | | | 523,799 | | | | | | 610,741 | | | | | | 711,752 | | |
Gross Profit
|
| | | | 318,295 | | | | | | 374,811 | | | | | | 486,849 | | | | | | 657,744 | | | | | | 856,956 | | | | | | 1,059,775 | | | | | | 1,304,311 | | | | | | 1,563,244 | | | | | | 1,845,735 | | |
Margin%
|
| | | | 47.2% | | | | | | 62.0% | | | | | | 67.5% | | | | | | 68.9% | | | | | | 70.5% | | | | | | 70.8% | | | | | | 71.3% | | | | | | 71.9% | | | | | | 72.2% | | |
Capital Expenditures(1)
|
| | | | 70,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | |
Net Working Capital
|
| | | | 351,914 | | | | | | 284,801 | | | | | | 299,188 | | | | | | 338,849 | | | | | | 344,287 | | | | | | 392,299 | | | | | | 484,497 | | | | | | 585,315 | | | | | | 697,497 | | |
| | |
Management Projections
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
2023P
|
| |
2024P
|
| |
2025P
|
| |
2026P
|
| |
2027P
|
| |
2028P
|
| |
2029P
|
| |
2030P
|
| ||||||||||||||||||||||||
| | |
(in RMB thousands except percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Revenues
|
| | | | 453,787 | | | | | | 632,949 | | | | | | 885,559 | | | | | | 1,140,931 | | | | | | 1,422,145 | | | | | | 1,740,426 | | | | | | 2,055,540 | | | | | | 2,406,577 | | |
Cost of Revenue
|
| | | | 166,180 | | | | | | 225,670 | | | | | | 301,617 | | | | | | 364,925 | | | | | | 447,486 | | | | | | 529,320 | | | | | | 603,662 | | | | | | 692,655 | | |
Gross Profit
|
| | | | 287,607 | | | | | | 407,280 | | | | | | 583,942 | | | | | | 776,006 | | | | | | 974,659 | | | | | | 1,211,105 | | | | | | 1,451,878 | | | | | | 1,713,923 | | |
Margin%
|
| | | | 63.4% | | | | | | 64.3% | | | | | | 65.9% | | | | | | 68.0% | | | | | | 68.5% | | | | | | 69.6% | | | | | | 70.6% | | | | | | 71.2% | | |
Capital Expenditures(1)
|
| | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | |
Net Working Capital
|
| | | | 110,346 | | | | | | 160,250 | | | | | | 199,809 | | | | | | 205,206 | | | | | | 276,734 | | | | | | 355,013 | | | | | | 436,803 | | | | | | 527,752 | | |
| | |
Management Projections
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
2023P
|
| |
2024P
|
| |
2025P
|
| |
2026P
|
| |
2027P
|
| |
2028P
|
| |
2029P
|
| |
2030P
|
| ||||||||||||||||||||||||
| | |
(in RMB thousands except percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Revenues
|
| | | | 384,662 | | | | | | 607,961 | | | | | | 877,327 | | | | | | 1,140,931 | | | | | | 1,422,145 | | | | | | 1,740,426 | | | | | | 2,055,540 | | | | | | 2,406,577 | | |
Cost of Revenue
|
| | | | 138,455 | | | | | | 219,033 | | | | | | 299,559 | | | | | | 364,925 | | | | | | 447,486 | | | | | | 529,320 | | | | | | 603,662 | | | | | | 692,655 | | |
Gross Profit
|
| | | | 246,207 | | | | | | 388,928 | | | | | | 577,767 | | | | | | 776,006 | | | | | | 974,659 | | | | | | 1,211,105 | | | | | | 1,451,878 | | | | | | 1,713,923 | | |
Margin%
|
| | | | 64.0% | | | | | | 64.0% | | | | | | 65.9% | | | | | | 68.0% | | | | | | 68.5% | | | | | | 69.6% | | | | | | 70.6% | | | | | | 71.2% | | |
Capital Expenditures(1)
|
| | | | 17,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 40,000 | | |
Net Working Capital
|
| | | | 97,527 | | | | | | 179,997 | | | | | | 231,741 | | | | | | 245,393 | | | | | | 325,066 | | | | | | 411,538 | | | | | | 500,998 | | | | | | 601,053 | | |
| | |
REVENUE GROWTH
|
| |
EBITDA MARGIN
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
3-Yr.
CAGR |
| |
LTM
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Proj. 3-Yr.
CAGR |
| |
3-YR
AVG |
| |
LTM
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||||||||||||||||||||
Exact Sciences Corporation
|
| | | | 33.5% | | | | | | 18.7% | | | | | | 18.1% | | | | | | 14.5% | | | | | | 14.3% | | | | | | 15.6% | | | | | | -25.7% | | | | | | -8.7% | | | | | | 7.2% | | | | | | 10.8% | | | | | | 15.9% | | |
Natera, Inc.
|
| | | | 39.5 | | | | | | 28.7 | | | | | | 25.8 | | | | | | 23.6 | | | | | | 23.7 | | | | | | 24.4 | | | | | | -63.4 | | | | | | -52.9 | | | | | | -42.2 | | | | | | -23.4 | | | | | | -9.2 | | |
Guardant Health, Inc.
|
| | | | 28.0 | | | | | | 25.0 | | | | | | 22.0 | | | | | | 22.6 | | | | | | 26.6 | | | | | | 23.7 | | | | | | -100.1 | | | | | | -99.7 | | | | | | -65.1 | | | | | | -42.6 | | | | | | -32.4 | | |
Myriad Genetics, Inc.
|
| | | | 2.0 | | | | | | 4.0 | | | | | | 9.1 | | | | | | 8.7 | | | | | | 7.0 | | | | | | 8.3 | | | | | | -14.0 | | | | | | -17.2 | | | | | | -7.4 | | | | | | -1.3 | | | | | | 0.7 | | |
New Horizon Health Limited
|
| | | | 135.9 | | | | | | 245.3 | | | | | | 122.3 | | | | | | 47.7 | | | | | | 45.5 | | | | | | 68.4 | | | | | | -110.5 | | | | | | -7.4 | | | | | | -1.1 | | | | | | 12.5 | | | | | | 21.2 | | |
Veracyte, Inc.
|
| | | | 35.1 | | | | | | 22.5 | | | | | | 16.7 | | | | | | 12.1 | | | | | | 12.2 | | | | | | 13.6 | | | | | | -13.6 | | | | | | -1.8 | | | | | | -2.8 | | | | | | 1.0 | | | | | | 6.6 | | |
Adaptive Biotechnologies Corporation
|
| | | | 29.6 | | | | | | 18.7 | | | | | | 11.7 | | | | | | 25.6 | | | | | | 24.8 | | | | | | 20.5 | | | | | | -123.0 | | | | | | -87.7 | | | | | | -75.7 | | | | | | -52.3 | | | | | | -27.7 | | |
Fulgent Genetics, Inc.
|
| | | | 167.0 | | | | | | -66.8 | | | | | | -57.9 | | | | | | 14.8 | | | | | | 16.6 | | | | | | -17.4 | | | | | | 58.3 | | | | | | -14.3 | | | | | | -13.4 | | | | | | -4.7 | | | | | | 2.8 | | |
Castle Biosciences, Inc.
|
| | | | 38.2 | | | | | | 52.0 | | | | | | 33.6 | | | | | | 13.7 | | | | | | 28.4 | | | | | | 24.9 | | | | | | -36.8 | | | | | | -52.2 | | | | | | -53.4 | | | | | | -39.4 | | | | | | -15.4 | | |
Invitae Corporation
|
| | | | 33.5 | | | | | | -1.4 | | | | | | -5.5 | | | | | | 12.4 | | | | | | 14.1 | | | | | | 6.6 | | | | | | -154.4 | | | | | | -82.4 | | | | | | -80.4 | | | | | | -60.9 | | | | | | -51.7 | | |
| | |
REVENUE GROWTH
|
| |
EBITDA MARGIN
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
3-Yr.
CAGR |
| |
LTM
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Proj. 3-Yr.
CAGR |
| |
3-YR
AVG |
| |
LTM
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||||||||||||||||||||
Burning Rock Biotech Limited
|
| | | | 13.8 | | | | | | 8.4 | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | -129.3 | | | | | | -111.4 | | | | | | NA | | | | | | -25.1 | | | | | | NA | | |
Fresh2 Group Limited
|
| | | | 3.6 | | | | | | -40.0 | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | -555.6 | | | | | | -827.3 | | | | | | NA | | | | | | NA | | | | | | NA | | |
Mean | | | | | 46.6% | | | | | | 26.3% | | | | | | 19.6% | | | | | | 19.6% | | | | | | 21.3% | | | | | | 18.9% | | | | | | -105.7% | | | | | | -113.6% | | | | | | -33.4% | | | | | | -20.5% | | | | | | -8.9% | | |
Median | | | | | 33.5% | | | | | | 18.7% | | | | | | 17.4% | | | | | | 14.6% | | | | | | 20.1% | | | | | | 18.1% | | | | | | -81.8% | | | | | | -52.6% | | | | | | -27.8% | | | | | | -23.4% | | | | | | -4.3% | | |
Genetron Holdings Limited
|
| | | | 26.2% | | | | | | -0.9% | | | | | | -40.9% | | | | | | 58.1% | | | | | | 44.3% | | | | | | 10.5% | | | | | | -75.2% | | | | | | -94.6% | | | | | | -72.9% | | | | | | -43.4% | | | | | | -16.3% | | |
Genetron Holdings Limited (excluding Covid testing
services) |
| | | | 7.4% | | | | | | -31.7% | | | | | | -4.2% | | | | | | 58.4% | | | | | | 44.3% | | | | | | 29.9% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Laboratory Corporation of America Holdings
|
| | | | 8.8% | | | | | | 4.9% | | | | | | -18.6% | | | | | | 3.7% | | | | | | 3.9% | | | | | | -4.3% | | | | | | 23.0% | | | | | | 15.6% | | | | | | 16.7% | | | | | | 16.6% | | | | | | 17.0% | | |
Quest Diagnostics Incorporated
|
| | | | 8.6 | | | | | | -10.3 | | | | | | -7.2 | | | | | | 1.9 | | | | | | 3.5 | | | | | | -0.7 | | | | | | 23.8 | | | | | | 18.5 | | | | | | 20.1 | | | | | | 20.3 | | | | | | 21.1 | | |
Eurofins Scientific SE
|
| | | | 13.7 | | | | | | -5.1 | | | | | | -2.5 | | | | | | 7.8 | | | | | | 5.9 | | | | | | 3.6 | | | | | | 23.2 | | | | | | 17.9 | | | | | | 17.8 | | | | | | 18.4 | | | | | | 19.1 | | |
Sonic Healthcare Limited
|
| | | | 6.1 | | | | | | -12.5 | | | | | | 5.8 | | | | | | 4.6 | | | | | | 5.4 | | | | | | 5.3 | | | | | | 22.8 | | | | | | 16.5 | | | | | | 16.0 | | | | | | 16.5 | | | | | | 17.0 | | |
SYNLAB AG
|
| | | | 19.5 | | | | | | -25.0 | | | | | | -17.6 | | | | | | 4.4 | | | | | | 6.1 | | | | | | -3.0 | | | | | | 22.6 | | | | | | 7.9 | | | | | | 17.0 | | | | | | 17.5 | | | | | | 18.3 | | |
H.U. Group Holdings, Inc.
|
| | | | 11.4 | | | | | | -8.2 | | | | | | 1.9 | | | | | | 2.8 | | | | | | 1.9 | | | | | | -1.3 | | | | | | 19.1 | | | | | | 13.3 | | | | | | 13.6 | | | | | | 14.1 | | | | | | 17.2 | | |
BML, Inc.
|
| | | | 9.7 | | | | | | -14.0 | | | | | | 1.9 | | | | | | 3.2 | | | | | | 11.8 | | | | | | -3.1 | | | | | | 22.2 | | | | | | 16.9 | | | | | | 14.4 | | | | | | 15.3 | | | | | | 16.3 | | |
Australian Clinical Labs Limited
|
| | | | 12.4 | | | | | | -30.0 | | | | | | -0.6 | | | | | | 4.2 | | | | | | 5.0 | | | | | | 2.8 | | | | | | 20.5 | | | | | | 11.3 | | | | | | 12.3 | | | | | | 12.6 | | | | | | 12.7 | | |
Mean | | | | | 11.3% | | | | | | -12.5% | | | | | | -4.6% | | | | | | 4.1% | | | | | | 5.4% | | | | | | -0.1% | | | | | | 22.1% | | | | | | 14.7% | | | | | | 16.0% | | | | | | 16.4% | | | | | | 17.3% | | |
Median | | | | | 10.6% | | | | | | -11.4% | | | | | | -1.6% | | | | | | 3.9% | | | | | | 5.2% | | | | | | -1.0% | | | | | | 22.7% | | | | | | 16.1% | | | | | | 16.3% | | | | | | 16.5% | | | | | | 17.1% | | |
Genetron Holdings Limited (2030)
|
| | | | 19.2% | | | | | | 17.1% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16.9% | | | | | | 19.6% | | | | | | | | | | | | | | | | | | | | |
|
| | |
ENTERPRISE VALUE AS MULTIPLE OF
|
| |
ENTERPRISE VALUE AS MULTIPLE OF
|
| ||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
LTM
EBITDA |
| |
2023
EBITDA |
| |
2024
EBITDA |
| |
2025
EBITDA |
| |
LTM
Revenue |
| |
2023
Revenue |
| |
2024
Revenue |
| |
2025
Revenue |
| ||||||||||||||||||||||||
Cancer Diagnostics & Early Screening Companies
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exact Sciences Corporation
|
| | | | NM | | | | | | 74.2x | | | | | | 43.3x | | | | | | 25.7x | | | | | | 5.72x | | | | | | 5.35x | | | | | | 4.67x | | | | | | 4.09x | | |
Natera, Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 5.28 | | | | | | 4.76 | | | | | | 3.85 | | | | | | 3.11 | | |
Guardant Health, Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 6.40 | | | | | | 5.95 | | | | | | 4.86 | | | | | | 3.84 | | |
Myriad Genetics, Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 1.67 | | | | | | 1.58 | | | | | | 1.45 | | | | | | 1.35 | | |
New Horizon Health Limited
|
| | | | NM | | | | | | NM | | | | | | 19.0 | | | | | | 8.0 | | | | | | 4.91 | | | | | | 3.93 | | | | | | 2.66 | | | | | | 1.83 | | |
Veracyte, Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | 47.6 | | | | | | 4.19 | | | | | | 3.98 | | | | | | 3.55 | | | | | | 3.16 | | |
Adaptive Biotechnologies Corporation
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 2.06 | | | | | | 1.89 | | | | | | 1.50 | | | | | | 1.20 | | |
Fulgent Genetics, Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | |
Castle Biosciences, Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 0.97 | | | | | | 0.88 | | | | | | 0.78 | | | | | | 0.61 | | |
Invitae Corporation
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 2.59 | | | | | | 2.63 | | | | | | 2.34 | | | | | | 2.05 | | |
Burning Rock Biotech Limited
|
| | | | NM | | | | | | NA | | | | | | NM | | | | | | NA | | | | | | NM | | | | | | NA | | | | | | NA | | | | | | NA | | |
Fresh2 Group Limited
|
| | | | NM | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 18.67 | | | | | | NA | | | | | | NA | | | | | | NA | | |
Mean | | | | | NA | | | | | | 74.2x | | | | | | 31.1x | | | | | | 27.1x | | | | | | 5.25x | | | | | | 3.44x | | | | | | 2.85x | | | | | | 2.36x | | |
Median | | | | | NA | | | | | | 74.2x | | | | | | 31.1x | | | | | | 25.7x | | | | | | 4.55x | | | | | | 3.93x | | | | | | 2.66x | | | | | | 2.05x | | |
Laboratory Testing Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Laboratory Corporation of America Holdings
|
| | | | 9.2x | | | | | | 10.6x | | | | | | 10.3x | | | | | | 9.6x | | | | | | 1.44x | | | | | | 1.77x | | | | | | 1.70x | | | | | | 1.64x | | |
Quest Diagnostics Incorporated
|
| | | | 10.4 | | | | | | 9.9 | | | | | | 9.6 | | | | | | 8.9 | | | | | | 1.92 | | | | | | 1.98 | | | | | | 1.95 | | | | | | 1.88 | | |
Eurofins Scientific SE
|
| | | | 9.8 | | | | | | 9.8 | | | | | | 8.9 | | | | | | 8.1 | | | | | | 1.96 | | | | | | 1.95 | | | | | | 1.81 | | | | | | 1.71 | | |
Sonic Healthcare Limited
|
| | | | 9.4 | | | | | | 9.1 | | | | | | 8.6 | | | | | | 7.9 | | | | | | 1.99 | | | | | | 1.88 | | | | | | 1.80 | | | | | | 1.71 | | |
SYNLAB AG
|
| | | | 10.6 | | | | | | 6.7 | | | | | | 6.3 | | | | | | 5.8 | | | | | | 1.39 | | | | | | 1.44 | | | | | | 1.38 | | | | | | 1.30 | | |
H.U. Group Holdings, Inc.
|
| | | | 4.0 | | | | | | 4.0 | | | | | | 3.8 | | | | | | NA | | | | | | 0.53 | | | | | | 0.55 | | | | | | 0.53 | | | | | | NA | | |
BML, Inc.
|
| | | | 1.1 | | | | | | 1.4 | | | | | | 1.3 | | | | | | NA | | | | | | 0.18 | | | | | | 0.20 | | | | | | 0.20 | | | | | | NA | | |
Australian Clinical Labs Limited
|
| | | | 4.6 | | | | | | 4.5 | | | | | | 4.2 | | | | | | 4.0 | | | | | | 1.23 | | | | | | 1.24 | | | | | | 1.19 | | | | | | 1.13 | | |
Mean | | | | | 7.4x | | | | | | 7.0x | | | | | | 6.6x | | | | | | 7.4x | | | | | | 1.33x | | | | | | 1.38x | | | | | | 1.32x | | | | | | 1.56x | | |
Median | | | | | 9.3x | | | | | | 7.9x | | | | | | 7.4x | | | | | | 8.0x | | | | | | 1.42x | | | | | | 1.60x | | | | | | 1.54x | | | | | | 1.67x | | |
($ in millions)
Announced Date |
| |
Target Name
|
| |
Acquirer Name
|
| |
Enterprise
Value |
| |
LTM
Revenue |
| |
LTM
EBITDA |
| |
EBITDA
Margin |
| |
EV /
Revenue |
| |||||||||||||||
5/10/2023
|
| | CTI BioPharma Corp. | | |
Swedish Orphan Biovitrum AB (publ)
|
| | | $ | 1,666 | | | | | $ | 54 | | | | | $ | (68) | | | | | | -127.0% | | | | | | 30.88x | | |
9/23/2022
|
| | Theradiag SA | | | Biosynex SA | | | | $ | 28 | | | | | $ | 14 | | | | | $ | (0) | | | | | | -1.9% | | | | | | 2.04x | | |
9/13/2022
|
| |
Singapore Medical Group
Limited |
| |
Tony Tan Choon Keat, Beng
Teck Liang and Wong Seng Weng |
| | | $ | 127 | | | | | $ | 74 | | | | | $ | 18 | | | | | | 23.6% | | | | | | 1.70x | | |
1/18/2022
|
| | GeneDx, Inc. | | |
Sema4 Holdings Corp.
(nka:GeneDx Holdings Corp.) |
| | | $ | 623 | | | | | $ | 117 | | | | | | NA | | | | | | NA | | | | | | 5.34x | | |
7/8/2021
|
| | Igenomix S.L. | | | Vitrolife AB (publ) | | | | $ | 1,481 | | | | | $ | 145 | | | | | | NA | | | | | | NA | | | | | | 10.25x | | |
5/10/2021
|
| | IDL Biotech AB (publ) | | | AroCell AB (publ) | | | | $ | 28 | | | | | $ | 2 | | | | | $ | (1) | | | | | | -62.8% | | | | | | 12.43x | | |
1/5/2021
|
| | BioTheranostics, Inc. | | | Hologic, Inc. | | | | $ | 223 | | | | | $ | 33 | | | | | | NA | | | | | | NA | | | | | | 6.75x | | |
6/22/2020
|
| | ArcherDx, Inc. | | | Invitae Corporation | | | | $ | 1,391 | | | | | $ | 56 | | | | | $ | (41) | | | | | | -74.1% | | | | | | 24.89x | | |
4/8/2020
|
| |
Sienna Cancer
Diagnostics Limited |
| |
BARD1 Life Sciences Limited
(nka:INOVIQ Ltd) |
| | | $ | 13 | | | | | $ | 1 | | | | | $ | (2) | | | | | | -328.0% | | | | | | 21.58x | | |
7/29/2019
|
| | Genomic Health, Inc. | | | Exact Sciences Corporation | | | | $ | 2,259 | | | | | $ | 442 | | | | | $ | 78 | | | | | | 17.7% | | | | | | 5.11x | | |
1/16/2018
|
| | HealthFair USA, Inc. | | |
Community Care Health Network, Inc.
|
| | | $ | 160 | | | | | $ | 45 | | | | | | NA | | | | | | NA | | | | | | 3.56x | | |
| | Mean | | | | | 11.32x | | | |
| | Median | | | | | 6.75x | | | |
| | |
Ownership Prior to the Merger(1)(2)
|
| |
Ownership After the Merger(2)
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Net Book Value
|
| |
Net Losses
|
| |
Net Book Value
|
| |
Net Losses
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
$’000
|
| |
%(1)
|
| |
$’000
|
| |
%(1)
|
| |
$’000
|
| |
%
|
| |
$’000
|
| |
%
|
| ||||||||||||||||||||||||
Buyer Group
|
| | | | 11.8 | | | | | | 14.9% | | | | | | 17.4 | | | | | | 14.9% | | | | | | 43.9 | | | | | | 55.2% | | | | | | 64.7 | | | | | | 55.2% | | |
Management Filing Persons and Management
Holding Entities |
| | | | 11.5 | | | | | | 14.5% | | | | | | 17.0 | | | | | | 14.5% | | | | | | 9.0 | | | | | | 11.3% | | | | | | 13.2 | | | | | | 11.3% | | |
WSG Entities(3)
|
| | | | 4.0 | | | | | | 5.0% | | | | | | 5.9 | | | | | | 5.0% | | | | | | 4.0 | | | | | | 5.0% | | | | | | 5.9 | | | | | | 5.0% | | |
| | |
Shares (Excluding
Excluded Shares) |
| |
Company Options (Excluding
Excluded Shares) |
| |
Company Restricted
Shares (Excluding Excluded Shares) |
| | | | | | | |||||||||||||||||||||||||||||||||
Name
|
| |
Shares
beneficially owned |
| |
Cash
Payment (US$) |
| |
Underlying
Shares |
| |
Exercise
Price (US$) |
| |
Cash
Payment (US$) |
| |
Underlying
Shares |
| |
Cash
Payment (US$) |
| |
Total Cash
Payment at Effective Time (US$) |
| ||||||||||||||||||||||||
Sizhen Wang
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hai Yan, Ph.D./M.D.
|
| | | | 13,000,000 | | | | | | 3,536,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,536,000 | | |
Yuchen Jiao, Ph.D./M.D.
|
| | | | 1,326,495 | | | | | | 360,807 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 360,807 | | |
Evan Ce Xu
|
| | | | 597,935 | | | | | | 162,638 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,638 | | |
Yun-Fu Hu, Ph.D
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fengling Zhang
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Xia Wu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Shan Fu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chao Tang, Ph.D
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dian Kang
|
| | | | — | | | | | | — | | | | | | 100,000 | | | | | | 0.986 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Webster Cavenee
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,000 | | | | | | 10,406 | | | | | | 10,406 | | |
Wing Kee Lau
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | |
Total
|
| | | | 14,924,430 | | | | | | 4,059,445 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | 143,000 | | | | | | 10,406 | | | | | | 4,069,851 | | |
Description
|
| |
Amount
(US$) |
| ||||
Legal fees and expenses
|
| | | US$ | 1,500,000 | | | |
Financial advisory fees and expenses
|
| | | US$ | 970,000 | | | |
Filing fees
|
| | | US$ | 7,520 | | | |
Special Committee compensation
|
| | | US$ | 174,000 | | | |
Miscellaneous (e.g., ADS program termination fees, printer and mailing costs)
|
| | | US$ | 3,100,000 | | | |
Total
|
| | | US$ | 5,751,520 | | | |
| | |
Trading Price
(US$) |
| |||||||||||||||||||||
| | |
1 ADS representing
5 Shares(1) |
| |
1 ADS representing
15 Shares(1) |
| ||||||||||||||||||
| | |
High
|
| |
Low
|
| |
High
|
| |
Low
|
| ||||||||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | | 31.54 | | | | | | 13.40 | | | | | | 94.62 | | | | | | 40.20 | | |
Second Quarter
|
| | | | 24.35 | | | | | | 17.70 | | | | | | 73.06 | | | | | | 53.10 | | |
Third Quarter
|
| | | | 21.17 | | | | | | 11.16 | | | | | | 63.50 | | | | | | 33.47 | | |
Fourth Quarter
|
| | | | 14.60 | | | | | | 5.68 | | | | | | 43.80 | | | | | | 17.03 | | |
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | | 6.19 | | | | | | 2.18 | | | | | | 18.57 | | | | | | 6.54 | | |
Second Quarter
|
| | | | 2.57 | | | | | | 1.25 | | | | | | 7.71 | | | | | | 3.75 | | |
Third Quarter
|
| | | | 1.73 | | | | | | 0.73 | | | | | | 5.19 | | | | | | 2.19 | | |
Fourth Quarter
|
| | | | 1.15 | | | | | | 0.78 | | | | | | 3.45 | | | | | | 2.34 | | |
2023 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | | 1.27 | | | | | | 0.91 | | | | | | 3.81 | | | | | | 2.73 | | |
Second Quarter
|
| | | | 1.10 | | | | | | 0.81 | | | | | | 3.30 | | | | | | 2.42 | | |
Third Quarter
|
| | | | 1.00 | | | | | | 0.69 | | | | | | 3.00 | | | | | | 2.08 | | |
Fourth Quarter
|
| | | | 1.25 | | | | | | 0.69 | | | | | | 3.75 | | | | | | 2.08 | | |
2024 | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter (through January 16, 2024)
|
| | | | 1.24 | | | | | | 1.22 | | | | | | 3.72 | | | | | | 3.67 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$*
|
| |||||||||
| | |
(in thousands, except per share data)
|
| |||||||||||||||
Revenue
|
| | | | 531,950 | | | | | | 650,706 | | | | | | 94,344 | | |
Cost of revenue
|
| | | | (193,983) | | | | | | (369,278) | | | | | | (53,540) | | |
Gross profit
|
| | | | 337,967 | | | | | | 281,428 | | | | | | 40,804 | | |
Selling expenses
|
| | | | (343,161) | | | | | | (364,564) | | | | | | (52,857) | | |
Administrative expenses
|
| | | | (227,001) | | | | | | (266,908) | | | | | | (38,698) | | |
Research and development expenses
|
| | | | (253,950) | | | | | | (290,286) | | | | | | (42,087) | | |
Net loss allowance for financial and contract assets
|
| | | | (37,032) | | | | | | (59,010) | | | | | | (8,556) | | |
Other income and gains/(losses) – net
|
| | | | 5,329 | | | | | | (2,666) | | | | | | (387) | | |
Operating expenses
|
| | | | (855,815) | | | | | | (983,434) | | | | | | (142,585) | | |
Operating loss
|
| | | | (517,848) | | | | | | (702,006) | | | | | | (101,781) | | |
Finance income
|
| | | | 20,501 | | | | | | 2,861 | | | | | | 415 | | |
Finance costs
|
| | | | (5,251) | | | | | | (111,485) | | | | | | (16,164) | | |
Finance income/(costs) – net
|
| | | | 15,250 | | | | | | (108,624) | | | | | | (15,749) | | |
Fair value loss of financial instruments with preferred rights
|
| | | | — | | | | | | — | | | | | | — | | |
Loss before income tax
|
| | | | (502,598) | | | | | | (810,630) | | | | | | (117,530) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | |
Loss for the year
|
| | | | (502,598) | | | | | | (810,630) | | | | | | (117,530) | | |
Loss attributable to: | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | (496,238) | | | | | | (808,403) | | | | | | (117,207) | | |
Non-controlling interests
|
| | | | (6,360) | | | | | | (2,227) | | | | | | (323) | | |
Loss per share for loss attributable to owners of the Company | | | | | | | | | | | | | | | | | | | |
– Basic and diluted
|
| | | | (1.08) | | | | | | (1.74) | | | | | | (0.25) | | |
Weighted average number of ordinary shares outstanding (in thousands)
|
| | | | 460,547 | | | | | | 463,976 | | | | | | 463,976 | | |
Other comprehensive (loss)/income for the year, net of tax
|
| | | | (39,358) | | | | | | 129,098 | | | | | | 18,718 | | |
Total comprehensive loss for the year
|
| | | | (541,956) | | | | | | (681,532) | | | | | | (98,812) | | |
Total comprehensive loss attributable to: | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | (535,596) | | | | | | (679,305) | | | | | | (98,489) | | |
Non-controlling interests
|
| | | | (6,360) | | | | | | (2,227) | | | | | | (323) | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$*
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Total current assets
|
| | | | 1,247,175 | | | | | | 708,952 | | | | | | 102,789 | | |
Total non-current assets
|
| | | | 270,444 | | | | | | 266,374 | | | | | | 38,620 | | |
Total assets
|
| | | | 1,517,619 | | | | | | 975,326 | | | | | | 141,409 | | |
Total current liabilities
|
| | | | 265,090 | | | | | | 389,867 | | | | | | 56,525 | | |
Total non-current liabilities
|
| | | | 42,477 | | | | | | 37,103 | | | | | | 5,380 | | |
Total liabilities
|
| | | | 307,567 | | | | | | 426,970 | | | | | | 61,905 | | |
Equity attributable to owners of the Company
|
| | | | 1,205,591 | | | | | | 546,122 | | | | | | 79,180 | | |
Non-controlling interests
|
| | | | 4,461 | | | | | | 2,234 | | | | | | 324 | | |
Total shareholders’ equity
|
| | | | 1,210,052 | | | | | | 548,356 | | | | | | 79,504 | | |
Purchaser
|
| |
Period
|
| |
Total Number
of Shares Purchased |
| |
Price Paid
Per Share ($) |
| ||||||
Mr. Xu
|
| |
Second Quarter 2022
|
| | | | 799,630 | | | | | | 0.00* | | |
| | |
Number
|
| |
%
|
| ||||||
Executive Officers | | | | | | | | | | | | | |
Sizhen Wang(1)
|
| | | | 96,832,415 | | | | | | 20.8% | | |
Hai Yan(2)
|
| | | | 33,153,000 | | | | | | 7.1% | | |
Yuchen Jiao(3)
|
| | | | 7,081,995 | | | | | | 1.5% | | |
Evan Ce Xu
|
| | | | * | | | | | | * | | |
Yun-Fu Hu
|
| | | | * | | | | | | * | | |
Fengling Zhang
|
| | | | * | | | | | | * | | |
Non-Executive Directors | | | | | | | | | | | | | |
Xia Wu
|
| | | | — | | | | | | — | | |
Shan Fu
|
| | | | — | | | | | | — | | |
Chao Tang
|
| | | | — | | | | | | — | | |
Dian Kang
|
| | | | * | | | | | | * | | |
Webster Cavenee
|
| | | | * | | | | | | * | | |
Wing Kee Lau
|
| | | | * | | | | | | * | | |
All directors and executive officers as a group(4)
|
| | | | 107,110,950 | | | | | | 22.8% | | |
Principal Shareholders | | | | | | | | | | | | | |
FHP acting-in-concert group(5)
|
| | | | 72,189,775 | | | | | | 15.5% | | |
CICC entities(6)
|
| | | | 57,824,500 | | | | | | 12.5% | | |
Tianjin Genetron Jun’an Business Management Partnership (Limited
Partnership)(7) |
| | | | 26,083,650 | | | | | | 5.6% | | |
Vivo Capital Fund IX, L.P. and its affiliated entities (8)
|
| | | | 40,620,870 | | | | | | 8.7% | | |
Easy Benefit Investment Limited and its affiliated entity(9)
|
| | | | 23,401,500 | | | | | | 5.0% | | |
| | |
Page
|
| |||
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-7 | | | |
| | | | A-8 | | | |
| | | | A-10 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-12 | | | |
| | | | A-13 | | | |
| | | | A-14 | | | |
| | | | A-15 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-20 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | |
| | |
Page
|
| |||
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-37 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | |
| | |
Page
|
| |||
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-60 | | | |
| | | | A-61 | | | |
| | | | A-61 | | | |
| | | | A-61 | | |
Defined Term
|
| |
Location of Definition
|
|
Action | | |
Section 3.10
|
|
ADS | | |
Section 2.01(b)
|
|
ADSs | | |
Section 2.01(b)
|
|
Agreement | | |
Preamble
|
|
Alternative Acquisition Agreement | | |
Section 6.04(c)
|
|
Arbitrator | | |
Section 9.09(b)
|
|
Change in the Company Recommendation | | |
Section 6.04(c)
|
|
CICA | | |
Recitals
|
|
Closing | | |
Section 1.02
|
|
Closing Date. | | |
Section 1.02
|
|
Company | | |
Preamble
|
|
Company Board | | |
Recitals
|
|
Company Group | | |
Section 8.06(f)(i)
|
|
Company Owned Software | | |
Section 3.14(g)
|
|
Company Recommendation | | |
Section 3.04(c)
|
|
Company Representatives | | |
Section 3.06(d)
|
|
Company SEC Reports | | |
Section 3.07(a)
|
|
Company Termination Fee | | |
Section 8.06(a)(iii)
|
|
Damages | | |
Section 6.05(c)
|
|
Depositary | | |
Section 2.06
|
|
Dissenting Shareholders | | |
Section 2.03(a)
|
|
Dissenting Shares, | | |
Section 2.03(a)
|
|
Effective Time | | |
Section 1.03
|
|
Employee | | |
Section 3.12(a)
|
|
Enforceability Exceptions | | |
Section 3.04(b)
|
|
Environmental Permits | | |
Section 3.18
|
|
Equity Commitment Letter | | |
Section 3.18
|
|
Equity Financing | | |
Section 3.18
|
|
Exchange Act | | |
Section 3.03(c)
|
|
Exchange Fund | | |
Section 2.04(a)
|
|
Financial Advisor | | |
Section 3.04(d)
|
|
Financing | | |
Section 3.18
|
|
Governmental Authority | | |
Section 3.05(a)
|
|
Guarantors | | |
Recitals
|
|
HKIAC | | |
Section 9.09(b)
|
|
IFRS | | |
Section 3.07(b)
|
|
Indemnified Parties | | |
Section 6.05(b)
|
|
Limited Guarantee | | |
Recitals
|
|
Long Stop Date | | |
Section 8.02(a)
|
|
Material Company Permits | | |
Section 3.06(a)
|
|
Material Contracts | | |
Section 3.17(a)
|
|
Defined Term
|
| |
Location of Definition
|
|
Maximum Annual Premium | | |
Section 6.05(b)
|
|
Merger | | |
Recitals
|
|
Merger Consideration | | |
Section 2.04(a)
|
|
Merger Sub | | |
Preamble
|
|
Nasdaq | | |
Section 3.03(c)
|
|
Notice of Superior Proposal | | |
Section 6.04(d)
|
|
Order | | |
Section 7.01(b)
|
|
Parent | | |
Preamble
|
|
Parent Group | | |
Section 8.06(f)(i)
|
|
Parent Termination Fee | | |
Section 8.06(b)
|
|
Paying Agent | | |
Section 2.04(a)
|
|
Per ADS Merger Consideration | | |
Section 2.01(b)
|
|
Per Share Merger Consideration | | |
Section 2.01(a)
|
|
Plan of Merger | | |
Section 1.03
|
|
Proxy Statement | | |
Section 6.01(a)
|
|
Record Date | | |
Section 6.02(a)
|
|
Registrar of Companies | | |
Section 1.03
|
|
Representatives | | |
Section 6.03(a)
|
|
Requisite Company Vote | | |
Section 3.04(a)
|
|
Requisite Regulatory Approvals | | |
Section 3.05(a)
|
|
Schedule 13E-3 | | |
Section 6.01(a)
|
|
Securities Act | | |
Section 3.07(a)
|
|
Share Certificates | | |
Section 2.04(b)
|
|
Special Committee | | |
Recitals
|
|
Superior Proposal Notice Period | | |
Section 6.04(d)
|
|
Support Agreement | | |
Recitals
|
|
Surviving Company | | |
Recitals
|
|
Takeover Statute | | |
Section 3.18
|
|
Trade Secrets | | |
Section 3.14(h)
|
|
Transaction Documents | | |
Section 8.06(f)(iii)
|
|
Transactions | | |
Recitals
|
|
Uncertificated Shares | | |
Section 2.04(b)
|
|
Name of Rollover Shareholder
|
| |
Rollover Shares
|
| |
Parent Shares
Received for Rollover |
| ||||||
FHP Holdings Limited
|
| | | | 10,814,480 | | | | | | 10,814,480 | | |
Yan Hai
|
| | | | 20,153,000 | | | | | | 20,153,000 | | |
Genetron Voyage Holdings Limited
|
| | | | 6,263,000 | | | | | | 6,263,000 | | |
Genetron United Holdings Limited
|
| | | | 7,687,000 | | | | | | 7,687,000 | | |
Eugene Health Limited
|
| | | | 2,359,000 | | | | | | 2,359,000 | | |
IN Healthcare Limited
|
| | | | 8,788,000 | | | | | | 8,788,000 | | |
EASY BENEFIT INVESTMENT LIMITED
|
| | | | 20,865,500 | | | | | | 20,865,500 | | |
Tianjin Kangyue Business Management Partnership (Limited Partnership) 天津康悅企业管理合伙企业(有限合伙)
|
| | | | 44,165,500 | | | | | | 44,165,500 | | |
Tianjin Yuanjufu Business Management Partnership (Limited Partnership) 天津源聚福企业管理合伙企业(有限合伙)
|
| | | | 15,035,000 | | | | | | 15,035,000 | | |
EASY BEST INVESTMENT LIMITED
|
| | | | 2,536,000 | | | | | | 2,536,000 | | |
Tianjin Genetron Jun’an Business Management Partnership (Limited Partnership) 天津今創君安企业管理合伙企业(有限合伙)
|
| | | | 24,718,500 | | | | | | 24,718,500 | | |
Tianjin Genetron Juncheng Business Management Partnership (Limited
Partnership) 天津今創君成企业管理合伙企业(有限合伙) |
| | | | 7,128,500 | | | | | | 7,128,500 | | |
Genetron Alliance Holdings Limited
|
| | | | 5,800,000 | | | | | | 5,800,000 | | |
Genetron Discovery Holdings Limited
|
| | | | 4,339,500 | | | | | | 4,339,500 | | |
VIVO CAPITAL FUND IX, LP
|
| | | | 28,574,300 | | | | | | 28,574,300 | | |
CICC Healthcare Investment Fund, L.P.
|
| | | | 13,659,000 | | | | | | 13,659,000 | | |
Alexandria Venture Investments, LLC
|
| | | | 6,829,500 | | | | | | 6,829,500 | | |
Tianjin Tianshu Xingfu Corporation Management L.P. 天津天樞幸福企业管理合伙企业(有限合伙)
|
| | | | 3,839,525 | | | | | | 3,839,525 | | |
Eminence Legend Consultancy (HK) Limited
|
| | | | 4,068,350 | | | | | | 4,068,350 | | |
Ke Li
|
| | | | 68,300 | | | | | | 68,300 | | |
Xiao Yu Lu
|
| | | | 676,100 | | | | | | 676,100 | | |
Zuo Xiang
|
| | | | 68,300 | | | | | | 68,300 | | |
Peng Pamela Yan
|
| | | | 102,400 | | | | | | 102,400 | | |
Hong Chen
|
| | | | 136,600 | | | | | | 136,600 | | |
Jiayin Zhang
|
| | | | 68,300 | | | | | | 68,300 | | |
Genetron Health (Hong Kong) Company Limited
|
| | | | 918,000(1) | | | | | | 918,000 | | |
Sizhen Wang
|
| | | | 11,313,140 | | | | | | 11,313,140 | | |
SUPER SAIL LLC
|
| | | | 8,990,000 | | | | | | 8,990,000 | | |
He Weiwu
|
| | | | 3,431,960 | | | | | | 3,431,960 | | |
Huiying Memorial Foundation
|
| | | | 2,068,040 | | | | | | 2,068,040 | | |
WEALTH FAITH INVESTMENT LTD.
|
| | | | 1,521,000 | | | | | | 1,521,000 | | |
Li Qijing
|
| | | | 932,800 | | | | | | 932,800 | | |
Xiao Fan Wang
|
| | | | 250,700 | | | | | | 250,700 | | |
Zhu Jing
|
| | | | 275,000 | | | | | | 275,000 | | |
Kensington Trust Singapore Limited ato IS&P (First Names Singapore) Retirement Fund – FN45
|
| | | | 500,000 | | | | | | 500,000 | | |
Kevin Ying Hong
|
| | | | 2,507,000 | | | | | | 2,507,000 | | |
EVER PRECISE INVESTMENTS LIMITED
|
| | | | 5,698,690 | | | | | | 5,698,690 | | |
NAME
|
| |
ADDRESS
|
|
[•] | | | [•] | |
CLAUSE
|
| |
PAGE
|
| |||
| | | | B-11 | | | |
| | | | B-11 | | | |
| | | | B-13 | | | |
| | | | B-13 | | | |
| | | | B-14 | | | |
| | | | B-14 | | | |
| | | | B-14 | | | |
| | | | B-14 | | | |
| | | | B-15 | | | |
| | | | B-15 | | | |
| | | | B-16 | | | |
| | | | B-16 | | | |
| | | | B-17 | | | |
| | | | B-17 | | | |
| | | | B-18 | | | |
| | | | B-18 | | | |
| | | | B-19 | | | |
| | | | B-19 | | | |
| | | | B-20 | | | |
| | | | B-21 | | | |
| | | | B-21 | | | |
| | | | B-21 | | | |
| | | | B-21 | | | |
| | | | B-23 | | | |
| | | | B-23 | | | |
| | | | B-23 | | | |
| | | | B-23 | | | |
| | | | B-25 | | | |
| | | | B-26 | | | |
| | | | B-26 | | | |
| | | | B-27 | | | |
| | | | B-27 | | | |
| | | | B-28 | | | |
| | | | B-28 | | | |
| | | | B-29 | | | |
| | | | B-29 | | | |
| | | | B-29 | | | |
| | | | B-29 | | | |
| | | | B-29 | | | |
| | | | B-30 | | |
|
Confidential
Special Committee of the Board of Directors
Genetron Holdings Limited 1-2/F, Building 11, Zone 1 No. 8 Life Science Parkway Changping District, Beijing, 102206 People’s Republic of China |
| |
October 11, 2023
|
|
Name
|
| |
Business Telephone
|
| |
Business Address
|
| |
Position/Title
|
| |
Citizenship
|
|
Sizhen Wang | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Chief Executive Officer, Director and Chairman of the Board | | | People’s Republic of China (“PRC”) | |
Hai Yan, Ph.D./M.D. | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Chief Scientific Officer and Director | | | The United States of America (“U.S.”) | |
Yuchen Jiao, Ph.D./M.D. | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Chief Technology Officer | | | PRC | |
Evan Ce Xu | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Chief Financial Officer | | | Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) | |
Yun-Fu Hu, Ph.D | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Chief Medical Officer | | | U.S. | |
Fengling Zhang | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Vice President | | | PRC | |
Name
|
| |
Business Telephone
|
| |
Business Address
|
| |
Position/Title
|
| |
Citizenship
|
|
Xia Wu | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Director | | | PRC | |
Shan Fu | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Director | | | PRC | |
Chao Tang, Ph.D | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Director | | | PRC | |
Dian Kang | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Independent Director | | | Hong Kong | |
Webster Cavenee | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Independent Director | | | U.S. | |
Wing Kee Lau | | |
+86 10 5090-7500
|
| | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, People’s Republic of China | | | Independent Director | | | Hong Kong | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations
for Past Five Years |
| |
Citizenship
|
|
Mr. Sizhen Wang | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CEO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations
for Past Five Years |
| |
Citizenship
|
|
Mr. Sizhen Wang | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CEO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Directors: | | | | | | | | | | | | | |
Liang Chen | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Chairman of the Board of Directors and Executive Director of CICC Listco | | | Chairman of the Board of Directors and Executive Director of CICC Listco since November 2023; multiple positions in China Galaxy Securities Co., Ltd., including President, Vice Chairman and Chairman, from June 2019 to October 2023; and Non-executive Director of China Galaxy Securities Co., Ltd. from September 2022 to October 2023 | | | PRC | |
Wenwu Duan | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Non-executive Director of CICC Listco | | | Non-executive Director of CICC Listco since February 2020; Chairman of SDIC Capital Co., Ltd., a company listed on the Shanghai Stock Exchange (600061), since April 2023 performed the duties of the general manager of SDIC Capital Co., Ltd. since June 2023; Chairman of China National Investment and Guaranty Corporation since May 2020; Chairman of I&G Enriching Asset Management (Beijing) Co., Ltd. since July 2019; Chairman of China Insurance Technology Financing | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | Guarantee Co., Ltd. since April 2020; Chairman of Zhejiang Santan Technology Co., Ltd.; Chairman of I&G from May 2020 to June 2023; General Manager of I&G from April 2019 to November 2021; General Manager of SDIC Essence Co., Ltd. (renamed as SDIC Capital Co., Ltd. in December 2017), a company listed on the Shanghai Stock Exchange (600061), from May 2017 to March 2018; Director of Essence Securities Co., Ltd. from December 2017 to January 2019; and Chairman of SDIC Finance Co., Ltd. from March 2018 to April 2019 | | | | |
Wei Zhang | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Non-executive Director of CICC Listco | | | Non-executive Director of CICC Listco since June 2023; Managing Director of Central Huijin Investment Ltd. since March 2023; and multiple positions in Central Huijin Investment Ltd., including Manager of the Capital Markets Department, Manager of the Non-Banking Department, Senior Deputy Manager of the Securities Institution Management Department/Insurance Institution Management Department, Director of the Direct Enterprise Leading Group Office/Equity Management Department II, from July 2006 to March 2023 | | | PRC | |
Lingyan Kong | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Non-executive Director of CICC Listco, Director of CICC Capital Management | | | Non-executive Director of CICC Listco since June 2023; Director of CICC Capital Management since August 2023; Managing Director of Central Huijin Investment Ltd. since July 2023; and multiple positions in Huatai Securities Co., Ltd, a company listed on the Hong Kong Stock | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | Exchange (6886), Shanghai Stock Exchange (601688) and London Stock Exchange (HTSC), including General Manager of Capital Operation Department and General Manager of Margin and Securities Lending Department, from May 2016 to August 2022 | | | | |
Yu Zhou | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Independent Non-executive Director of CICC Listco | | | Independent Non-executive Director of CICC Listco since June 2023; and multiple positions in Renmin University of China, including lecturer and associate professor in the Department of Organization and Human Resources, since May 2009 | | | PRC | |
Kong Ping Albert Ng | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Independent Non-executive Director of CICC Listco | | | Independent Non-executive Director of CICC Listco since June 2022; Chairman/General Manager of Shanghai Cheng’an M&A Equity Investment Management Co., Ltd. since July 2020; chairman of Ernst & Young China, managing partner of Ernst & Young in Greater China and a member of Ernst & Young’s Global Executive Committee from April 2007 to June 2020; independent non-executive director of Beijing Airdoc Technology Co., Ltd., a company listed on the Hong Kong Stock Exchange (02251) since April 2021; independent non-executive director of Ping An Insurance (Group) Company of China, Ltd., a company listed on the Shanghai Stock Exchange (601318) and the Hong Kong Stock Exchange (02318), since August 2021; independent non-executive director of Alibaba Group Holding Limited, a company listed on the Hong Kong Stock | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | Exchange (09988) and the New York Stock Exchange (BABA), since August 2022; independent non-executive director of Shui On Land Limited, a company listed on the Hong Kong Stock Exchange (00272), since October 2022; currently, president of the Hong Kong China Chamber of Commerce, member of the First and Second Consulting Committee of Corporate Accounting Standards of the Ministry of Finance of the PRC, honorary advisor of the Hong Kong Business Accountants Association, member of the Advisory Board of the School of Accountancy of The Chinese University of Hong Kong, member of the Audit Committee of The Chinese University of Hong Kong, Shenzhen and council member of the Education Foundation of The Chinese University of Hong Kong, Shenzhen. | | | | |
Zhengfei Lu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Independent Non-executive Director of CICC Listco | | | Independent Non-executive Director of CICC Listco since June 2022; professor and doctoral supervisor of the Accounting Department of Guanghua School of Management of Peking University since November 1999 and later successively served as deputy director, director and deputy dean; independent director of Shenwan Hongyuan Securities Co., Ltd. since May 2018; independent director of CMB International Capital Corporation Limited since January 2020; currently independent non-executive director of China Cinda Asset | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | Management Co., Ltd., a company listed on the Hong Kong Stock Exchange (01359), independent non-executive director of Sino Biopharmaceutical Limited, a company listed on the Hong Kong Stock Exchange (01177) and independent director of Xinjiang Tianshan Cement Company Limited, a company listed on the Shenzhen Stock Exchange (000877); served as an independent supervisor of PICC Property and Casualty Company Limited, a company listed on the Hong Kong Stock Exchange (02328), from January 2011 to August 2023, an independent non-executive director of Bank of China Limited, a company listed on the Shanghai Stock Exchange (601988) and the Hong Kong Stock Exchange (03988)), from July 2013 to August 2019, and an independent director of China Nuclear Engineering & Construction Corporation Limited, a company listed on the Shanghai Stock Exchange (601611), from November 2018 to November 2019 | | | | |
Peter Hugh Nolan | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Independent Non-executive Director of CICC Listco | | | Independent Non-executive Director of CICC Listco since March 2020; Independent Non-executive Director of China Everbright Group since January 2019; Director of China Forum, Jesus College at University of Cambridge since 2017; Founding Director and Chong Hua Professor of Chinese Development in the Centre of Development Studies at University of Cambridge from 2012 to 2016 and Chong Hua Professor of | | | United Kingdom | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | Chinese Development (Emeritus) since 2016; Director of the China Executive Leadership Programme since July 2005; and Independent Non-executive director of Bank of Communications, a company listed on the Shanghai Stock Exchange (601328) and the Hong Kong Stock Exchange (03328), from November 2010 to November 2017 | | | | |
Executive Officers: | | | | | | | | | | | | | |
Gang Chu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Chief Operating Officer of CICC Listco; Director of CICC Capital Management; Director of CICC International | | | Has been in the current positions for the past five years | | | United States of America | |
Bo Wu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | President and Chief Financial Officer of CICC Listco; Director of CICC International | | | President of CICC Listco since November 2023; Chief Financial Officer of CICC Listco since September 2023; Director of CICC International since August 2022; Head of stock business department and Head of securities investment department of CICC Listco since June 2022; Head of wealth management department of CICC Listco from January 2018 to September 2023; and President of China CICC Wealth Management Securities Company Limited from November 2020 to September 2023 | | | PRC | |
Long Cheng | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Chief Information Officer of CICC Listco | | | Chief Information Officer of CICC Listco since October 2021; Head of IT department of CICC Listco since March 2021; and Chief Information Officer of and other positions in Zhongtai | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | Securities Co., Ltd. from September 2018 to March 2021 | | | | |
Jiaxing Zhou | | | 29th Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong | | | Chief Compliance Officer of CICC Listco | | | Chief Compliance Officer of CICC Listco since December 2021; and has been in other positions in the legal and compliance department within the group of CICC Listco for the past five years | | | PRC | |
Fengwei Zhang | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Chief Risk Officer of CICC Listco | | | Has been in the current position for the past five years | | | PRC | |
Kui Ma | | | 29th Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong | | | Financial Controller of CICC Listco; Director of CICC Capital Management; Director of CICC International | | | Has been in the current positions for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Directors: | | | | | | | | | | | | | |
Lingyan Kong | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Director of CICC Capital Management, Non-executive Director of CICC Listco | | | Director of CICC Capital Management since August 2023; Non-executive Director of CICC Listco since June 2023; Managing Director of Central Huijin Investment Ltd. since July 2023; and multiple positions in Huatai Securities Co., Ltd, a company listed on the Hong Kong Stock Exchange (6886), Shanghai Stock Exchange (601688) and London Stock Exchange (HTSC), including General Manager of Capital Operation Department and General Manager of Margin and Securities Lending Department, from May 2016 to August 2022 | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Junbao Shan | | | 25th Floor and 26th Floor, China World Tower B, No.1 Jian Guo Men Wai Avenue, Beijing 100004, PRC | | | Director and Chairman of Board of Directors of CICC Capital Management; Director of CICC Capital Cayman | | | Director and Chairman of Board of Directors of CICC Capital Management since July 2022; Director of CICC Capital Cayman since February 2021; President of CICC Capital Management from October 2020 to July 2022; and co-President from December 2015 to September 2020 | | | PRC | |
Kui Ma | | | 29th Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong | | | Director of CICC Capital Management; Director of CICC International; Financial Controller of CICC Listco | | | Has been in the current positions for the past five years | | | PRC | |
Gang Chu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Director of CICC Capital Management; Chief Operating Officer of CICC Listco; Director of CICC International | | | Has been in the current positions or the past five years | | | United States of America | |
Liang Long | | | 25th Floor and 26th Floor, China World Tower B, No.1 Jian Guo Men Wai Avenue, Beijing 100004, PRC | | | Director and Manager of CICC Capital Management | | | Director and Manager of CICC Capital Management since November 2022; President of CICC Capital Management since August 2022; and Managing Director of CICC Listco from January 2018 to August 2022 | | | PRC | |
Executive Officers: | | | | | | | | | | | | | |
Kai Luo | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Finance Director of CICC Capital Management | | | Finance Director of CICC Capital Management since November 2022; and has been in other finance positions within the group of CICC Listco for the past five years | | | PRC | |
Jing Zhou | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Head of Compliance and Risk Control of CICC Capital Management | | | Head of Compliance and Risk Control of CICC Capital Management since April 2021; Head of Compliance and Risk Control of CICC CapitalPE since | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | | | | | | | April 2021; and has been a lawyer in the group legal and compliance department of CICC Listco for the past five years | | | | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Xia Wu | | | 25th Floor and 26th Floor, China World Tower B, No. 1 Jian Guo Men Wai Avenue, Beijing 100004, the People’s Republic of China | | | Director of CICC Kangzhi; Director of CICC HIM | | | Director of CICC Kangzhi since November 2021; Director of CICC HIM since July 2019; and has been the managing director of CICC Capital Management for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Xinhan Xia | | | 25th Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom | | | Director of CICC International | | | Has been in the current position for the past five years; and has been the chief executive officer of China International Capital Corporation (UK) Limited for the past five years | | | United Kingdom | |
Kui Ma | | | 29th Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong | | | Director of CICC International; Director of CICC Capital Management; Financial Controller of CICC Listco | | | Has been in the current positions for the past five years | | | PRC | |
Gang Chu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Director of CICC International; Chief Operating Officer of CICC Listco; Director of CICC Capital Management | | | Has been in the current positions for the past five years | | | United State of America | |
Qingchuan Liu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Director of CICC International | | | Director of CICC International since March 2021; and Head of fixed income department of CICC Listco since January 2019 | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Bo Wu | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Director of CICC International; President and Chief Financial Officer of CICC Listco | | | President of CICC Listco since November 2023; Chief Financial Officer of CICC Listco since September 2023; Director of CICC International since August 2022; Head of stock business department and Head of securities investment department of CICC Listco since June 2022; Head of wealth management department of CICC Listco from January 2018 to September 2023; and President of China CICC Wealth Management Securities Company Limited from November 2020 to September 2023 | | | PRC | |
Nan Sun | | | 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC | | | Director of CICC International | | | Director of CICC International since May 2023; board secretary of CICC Listco since May 2020; and has been serving in various positions within the investment banking division of CICC Listco for the past five years | | | PRC | |
Hanfeng Wang | | | 29th Floor, One International Finance Centre, No. 1 Harbour View Street, Central, Hong Kong | | | Director of CICC International | | | Director of CICC International since May 2023; and has been in various managing director positions within the group of CICC Listco for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Soon Wei Stephen Ng | | | 6 Battery Road, #33-01, Singapore 049909 | | | Director of CICC Capital Cayman | | | Has been in the current position for the past five years; and has been the chief executive officer of China International Capital Corporation (Singapore) Pte. Limited for the past five years | | | Singapore | |
Wu Yu | | | 29th Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong | | | Director of CICC Capital Cayman | | | Director of CICC Capital Cayman since November 2023; and has been in other positions in the legal and compliance department within the group of CICC Listco for the past five years | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Junbao Shan
|
| | 25th Floor and 26th Floor, China World Tower B, No.1 Jian Guo Men Wai Avenue, Beijing 100004, PRC | | | Director of CICC Capital Cayman; Director and Chairman of Board of Directors of CICC Capital Management | | | Director of CICC Capital Cayman since February 2021; Director and Chairman of Board of Directors of CICC Capital Management since July 2022; President of CICC Capital Management from October 2020 to July 2022; and co-President from December 2015 to September 2020 | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Xia Wu | | | 25th Floor and 26th Floor, China World Tower B, No.1 Jian Guo Men Wai Avenue, Beijing 100004, the People’s Republic of China | | | Director of CICC HIM; Director of CICC Kangzhi | | | Director of CICC HIM since July 2019; Director of CICC Kangzhi since November 2021; and has been the managing director of CICC Capital Management for the past five years | | | PRC | |
Jin Wang | | | 29th Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong SAR, the People’s Republic of China | | | Director of CICC HIM | | | Director of CICC HIM since September 2021; and has been serving in the treasury department of CICC Listco for the past five years | | | Hong Kong SAR, PRC | |
Ho Man Vienna Lit | | | 6 Battery Road, #33-01, Singapore 049909 | | | Director of CICC HIM | | | Director of CICC HIM since August 2023; and has been serving in the fixed income department of CICC Listco for the past five years | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Yanbao Peng | | | 1901-02, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong SAR, the People’s Republic of China | | | Chairman | | |
Chairman of Surrich International Co., Ltd from Sep 2019
General Manager of Guolian Securities Co., Ltd |
| | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Weimin Zhang | | | Guolian Financial Building, No. 10 Financial First Street, Wuxi, Jiangsu Province, 214121, the People’s Republic of China | | | Director | | | Deputy General Manager of Wuxi Capital Group Co., Ltd | | | PRC | |
Siyuan Pei | | | Guolian Financial Building, No. 10 Financial First Street, Wuxi, Jiangsu Province, 214121, the People’s Republic of China | | | Director | | |
Chief Accountant and deputy finance officer of Wuxi Guolian Development (Group) Co., Ltd from Sep 2021
CFO of CMEC-GL Wuxi New Energy Development Co., Ltd |
| | PRC | |
Jiankui Guo | | | 1901-02, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong SAR, the People’s Republic of China | | | General Manager | | |
General Manager of Surrich International Co., Ltd from Aug 2021
Chairman of Wuxi Citizen Card Co., Ltd |
| | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Chunlei Zhang | | | Room 1918-3 North, No. 5 Zhihui Road, Huishan Economic Development Zone, Wuxi City, Jiangsu Province, the People’s Republic of China | | | Representative appointed by the Executive Partner | | | Has been the Deputy General Manager of Wuxi Huikai Zhenghe Private Equity Fund Management Co., Ltd for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Yi Zhou | | | Room 1802-5 North, No. 5 Zhihui Road, Huishan Economic Development Zone, | | | Executive Partner | | | Has been the General Manager of Wuxi Huikai Zhenghe Private Equity | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | Wuxi City, Jiangsu Province, the People’s Republic of China | | | | | | Fund Management Co., Ltd for the past five years | | | | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Yeqiang Wang | | | 3B8, 3rd Floor, Building 2, Zone 1, Naoshikou Street, Xicheng District, Beijing, 100031, the People’s Republic of China | | | Chairman | | | Has been in the current position for the past five years | | | PRC | |
Tao Jiang | | | 3B8, 3rd Floor, Building 2, Zone 1, Naoshikou Street, Xicheng District, Beijing, 100031, the People’s Republic of China | | | Director | | |
Director of CCB (Beijing) Investment Fund Management Co., Ltd from Jul 2021.
Director of Operations Management of CCB Trust Co., Ltd. |
| | PRC | |
Tianran Wang | | | 3B8, 3rd Floor, Building 2, Zone 1, Naoshikou Street, Xicheng District, Beijing, 100031, the People’s Republic of China | | | Director | | |
Director of CCB (Beijing) Investment Fund Management Co., Ltd from Dec 2020.
Compliance Officer of CCB Trust Co., Ltd. |
| | PRC | |
Yali Xuan | | | 3B8, 3rd Floor, Building 2, Zone 1, Naoshikou Street, Xicheng District, Beijing, 100031, the People’s Republic of China | | | Director | | |
Director of CCB (Beijing) Investment Fund Management Co., Ltd from Dec 2020.
General Manager of Planning and Finance Department of CCB Trust Co., Ltd. |
| | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Zhiyong Yan | | | 3B8, 3rd Floor, Building 2, Zone 1, Naoshikou Street, Xicheng District, Beijing, 100031, the People’s Republic of China | | | Director | | |
Director of CCB (Beijing) Investment Fund Management Co., Ltd from Dec 2020.
President of Human Resource Department of CCB Trust Co., Ltd. |
| | PRC | |
Quan Chen | | | 3B8, 3rd Floor, Building 2, Zone 1, Naoshikou Street, Xicheng District, Beijing, 100031, the People’s Republic of China | | |
General
Manager |
| |
General Manager of CCB (Beijing) Investment Fund Management Co., Ltd from Mar 2023
Deputy General Manager of CCB (Beijing) Investment Fund Management Co., Ltd from Sep 2020. General Manager of Investment Bank Department 1 of CCB Trust Co., Ltd. |
| | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Baokui Wang | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Chairman; President | | | Has been in the current position for the past five years | | | PRC | |
Yue Li | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Director | | | Has been in the current position for the past five years | | | PRC | |
Xiaojing Zheng
|
| | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Director | | | Has been in the current position for the past five years | | | PRC | |
Zheng Zhang | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui | | | Director | | |
Director of CCB Trust Co., Ltd. from Jul 2019
Professor of Guanghua |
| | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
| | | Province, 230071, the People’s Republic of China | | | | | | School of Management, Peking University | | | | |
Conglai Fan | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Director | | |
Director of CCB Trust Co., Ltd. from Aug 2019
Professor of Nanjing University |
| | PRC | |
Jianfeng Peng | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Director | | |
Director of CCB Trust Co., Ltd. from Jul 2019
Professor of Renmin University of China |
| | PRC | |
Qingwen Sun | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Executive Director | | |
Executive Director of CCB Trust Co., Ltd. from Jan 2019
Vice President of China Construction Bank Beijing Branch
|
| | PRC | |
Rui Chen | | | Xingtai Building, No. 45 Jiushiqiao Street, Hefei, Anhui Province, 230071, the People’s Republic of China | | | Director | | |
Director of CCB Trust Co., Ltd. from Aug 2019
Director of Hefei Xingtai Financial Holdings (Group) Co. Ltd. |
| | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Hung Ka Kung | | | 86/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong SAR, the People’s Republic of China | | | Director of Wealth Strategy Group | | | Has been in the current position for the past five years | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Hung Ka Kung | | | 86/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong SAR, the People’s Republic of China | | | Director of Wealth Strategy Group | | | Has been in the current position for the past five years | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Hung Ka Kung | | | 86/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong SAR, the People’s Republic of China | | | Director of Wealth Strategy Group | | | Has been in the current position for the past five years | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Hung Ka Kung | | | 86/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong SAR, the People’s Republic of China | | | Director of Wealth Strategy Group | | | Has been in the current position for the past five years | | | Hong Kong SAR, PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Sizhen Wang | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CEO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Sizhen Wang | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CEO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Sizhen Wang | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CEO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Mr. Sizhen Wang | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CEO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Name
|
| |
Business Address
|
| |
Present Principal
Employment |
| |
Material Occupations for
Past Five Years |
| |
Citizenship
|
|
Dr. Yuchen Jiao | | | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, the People’s Republic of China | | |
CTO of the Company
|
| | Has been in the current position for the past five years | | | PRC | |
Resolutions
|
| |
1. For
|
| |
2. Against
|
| |
3. Abstain
|
|
Proposal No. 1
As a special resolution:
THAT the agreement and plan of merger, dated as of October 11, 2023 (the “Merger Agreement”), by and among the Company, New Genetron Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Genetron New Co Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (such Merger Agreement being in the form attached as Annex A to the proxy statement (the “Proxy Statement”) accompanying the notice of the Extraordinary General Meeting and produced and made available for inspection at the Extraordinary General Meeting); the plan of merger (the “Plan of Merger”) between Merger Sub and the Company required to be registered with the Registrar of Companies of the Cayman Islands for the purposes of the Merger (such Plan of Merger being substantially in the form attached as Annex B to the Proxy Statement and produced and made available for inspection at the Extraordinary General Meeting); any and all transactions contemplated by the Merger Agreement and the Plan of Merger (the “Transactions”), including the Merger, the variation of the authorized share capital of the Company from US$50,000 divided into 2,500,000,000 ordinary shares of a par value of US$0.00002 per share to US$50,000 divided into 500,000,000 ordinary shares of
|
| | | | | | | | | |
Resolutions
|
| |
1. For
|
| |
2. Against
|
| |
3. Abstain
|
|
a par value of US$0.0001 at the Effective Time (the “Variation of Capital”), and the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association at the effective time of the Merger (the “Amendment and Restatement of Memorandum and Articles”), in the form attached as Annexure 2 to the Plan of Merger, be and are hereby authorized and approved; | | | | | | | | | | |
Proposal No. 2
As a special resolution:
THAT each of director of the Company be and is hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including the Merger, the Variable of Capital, and the Amendment and Restatement of Memorandum and Articles.
|
| | | | | | | | | |
Proposal No. 3
As an ordinary resolution:
THAT the Extraordinary General Meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Extraordinary General Meeting to pass the special resolutions to be proposed at the Extraordinary General Meeting.
|
| | | | | | | | | |
1 Year Genetron Chart |
1 Month Genetron Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions