EX-99.(C)(2) 3 tm2038517d1_ex-c2.htm EXHIBIT (C)(2)

 

Exhibit (c)-(2)

 

China Biologic Products Holdings, Inc. Fairness Analysis Presented to the Special Committee of Independent Directors November 19 , 20 20 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is fu rnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff & Phelps, LL C a nd its affiliates. CONFIDENTIAL

 

 

2 CONFIDENTIAL Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Duff & Phelps, LLC (“ Duff & Phelps ”) to the special committee of independent directors (the “ Special Committee ”) of the board of directors (the “ Board of Directors ”) (solely in its capacity as the Special Committee) of China Biologic Products Holdings, Inc . (the “ Company ”) in the context of a meeting of the Special Committee held to consider the Proposed Transaction (as defined herein) . • The accompanying materials are, and any Opinion (as defined herein) will be, compiled and presented on a confidential basis, solely for the use and benefit of the Special Committee in connection with its evaluation of the Proposed Transaction and may not be, in whole or in part, distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps or as otherwise provided in the engagement letter among Duff & Phelps, the Company, and the Special Committee . • Because these materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither Duff & Phelps nor any of its respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the accompanying materials if used by persons other than the Special Committee . • These materials are not intended to represent an Opinion and shall not be treated, construed, used or relied upon in any way as an Opinion . These materials are intended to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion, and are incomplete without reference to, and should be viewed solely in conjunction with, the discussion between Duff & Phelps and the Special Committee . • The accompanying material does not, and any Opinion provided by Duff & Phelps would not : (i) address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) constitute a recommendation as to how the Special Committee, the Board of Directors or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction ; or (iii) create any fiduciary duty on the part of Duff & Phelps to any party . • The information utilized in preparing this presentation was obtained from the Company and from public sources under the assumption that they are complete and accurate as of the date of provision . Duff & Phelps did not independently verify such information . Any estimates and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct . No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past or the future . • No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction .

 

 

3 CONFIDENTIAL Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis – Discounted Cash Flow Analysis – Selected Public Companies / M&A Transactions Analysis

 

 

Introduction and Transaction Overview Section 01

 

 

5 CONFIDENTIAL Introduction and Transaction Overview The Engagement • Duff & Phelps was retained by the Company to serve as independent financial advisor to the Special Committee (solely in its capacity as such) . • Specifically, Duff & Phelps has been asked to provide an opinion (the “ Opinion ”) as of the date hereof as to the fairness, from a financial point of view, to the holders of ordinary shares, par value US $ 0 . 0001 per share, of the Company (each, a “ Share ” or, collectively, the “ Shares ”), other than the Excluded Shares and the Dissenting Shares (each as defined below), of the Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of Shares other than in its capacity as a holder of Shares) . The Proposed Transaction • It is Duff & Phelps’ understanding that the Company, CBPO Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Parent ”), and CBPO Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Merger Sub ”), propose to enter into an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, the latest draft of which Duff & Phelps has reviewed being received on November 1 8 , 2020 . • Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into the Company and cease to exist (the “ Merger ”), with the Company surviving the Merger as the surviving company and becoming a wholly owned subsidiary of Parent as a result of the Merger . In connection with such Merger, each Share issued and outstanding (other than the Excluded Shares and the Dissenting Shares) will be cancelled and converted into the right to receive US $ 120 . 00 per Share in cash without interest (the “ Merger Consideration ”) (collectively, the “ Proposed Transaction ”) . • The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement . • For purposes of the Opinion, “ Excluded Shares ” and “ Dissenting Shares ” shall have the meanings set forth in the Merger Agreement.

 

 

6 CONFIDENTIAL Introduction and Transaction Overview Scope of Analysis Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances . Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular . Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below : 1. Reviewed the following documents : - The Company’s annual reports and audited financial statements on Form 20 - F/ Form 10 - K filed with the Securities and Exchange Commission (“ SEC ”) for the years ended December 31 , 2015 through 2019 ; - The Company’s unaudited interim financial statements for the six months ended June 30 , 2018 , June 30 , 2019 and June 30 , 2020 included in the Company’s Form 6 - K filed with the SEC ; - The Company’s unaudited segment financial information for the years ended December 31 , 2015 through 2019 and the six months ended June 30 , 2019 and June 30 , 2020 , provided by the management of the Company ; - A detailed financial projection model for the years ending December 31 , 2020 through 2029 for the Company, prepared and provided to Duff & Phelps by the management of the Company, upon which Duff & Phelps has relied, with your consent, in performing its analysis (the “ Management Projections ”) ; - Other internal documents relating to the history, past and current operations, financial conditions, and probable future outlook of the Company, provided to Duff & Phelps by the management of the Company ; - A letter dated November 13 , 2020 from the management of the Company, which made certain representations as to the Management Projections and the underlying assumptions of such projections ; and - Documents related to the Proposed Transaction (the “ Transaction Documents ”), including (i) the latest draft of the Merger Agreement received by Duff & Phelps on November 1 8 , 2020 ; (ii) the latest draft of the Voting and Support Agreement, by and among Beachhead Holdings Limited, Double Double Holdings Limited, Point Forward Holdings Limited and other parties thereto, received by Duff & Phelps on November 1 8 , 2020 ; and (iii) a draft of the Amended and Restated Consortium Agreement, by and among Beachhead Holdings Limited, Double Double Holdings Limited, Point Forward Holdings Limited and the other parties thereto, received by Duff & Phelps on November 1 8 , 2020 ; 2. Discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company ; 3. Discussed with the management of the Company its plans and intentions with respect to the management and operation of the Company’s business ; 4. Reviewed the historical trading price and trading volume of the Shares and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant ; 5. Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant ; and 6. Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate .

 

 

7 CONFIDENTIAL Introduction and Transaction Overview Ownership Summary Fully Diluted Ownership Source: Transaction Documents, Company filings, SEC filings, Capital IQ, Company management Notes: (1) On October 26, 2020, (i) PW Medtech Group Limited (“PWM”) entered into a share purchase agreement with each of Biomedical Treasure Limited (“Biomedical Treasure”), Biomedical Future Limited (“Biomedical Future”) and 2019B Cayman Limited (“2019B Cayman”) to sell 3,750,000, 660,833 and 910,167 Shares to Biomedical Treasure, Biomedical Future and 2019B Cayman, respectively (“PWM Share Sales”); (ii) Parfield International Ltd. (“Parfield”) entered into a share purchase agreement with 2019B Cayman to sell to 2019B Cayman 300,000 Shares (“Parfield Share Sale”); and (iii) Double Double Holdings Limited entered into a share purchase agreement with Biomedical Development Limited (“Biomedical Development”) to sell to Biomedical Development 775,000 Shares (“Double Double Share Sale”). PWM will no longer beneficially own any Shares upon closing of the PWM Share Sales. (2) Including 7,908,726 S hares owned by Beachhead Holdings Limited and 1,986,265 Shares owned by Point Forward Holdings Limited. (3) Including 111,509 Shares directly held by Mr. Joseph Chow. Also including 3,750,000 Shares to be held by Biomedical Treasure, 660,833 Shares to be held by Biomedical Future and 775,000 Shares to be held by Biomedical Development, upon closing of the relevant PWM Share Sales and the Double Double Share Sale. (4) Including 3,743,868 Shares currently held by 2019B Cayman and 1,210,167 Shares to be held by 2019B Cayman upon closing of the relevant PWM Share Sale and the Parfield Share Sale. (5) Including 2,962,076 Shares held by HH Sum - XXII Holdings Limited. (6) I ncluding 1,240,000 Shares held by V - Sciences Investments Pte. Ltd. (7) Number of Shares outstanding as of November 1 8 , 2020, provided by Company management. (8) Including all the outstanding in - the - money Company option/restricted share/RSU awards except those that would be cancelled in exchange for Parent shares or Parent share awards . Provided by Company management . China Biologic Products Holdings, Inc. - Ownership % of Fully Diluted Current Shareholders Shares Ownership Buyer Consortium (1) Centurium Capital (2) 9,894,991 24.9% Chairman Parties (3) 5,297,342 13.4% CITIC Capital (4) 4,954,035 12.5% Hillhouse Capital (5) 2,962,076 7.5% Parfield International Ltd. 2,137,696 5.4% Temasek (6) 1,240,000 3.1% Buyer Consortium (1) 26,486,140 66.8% Other Management and Directors 136,363 0.3% Institutional Investors York Capital Management 1,451,870 3.7% Bank of America Corporation 942,849 2.4% Maso Capital Partners Ltd 882,411 2.2% Renaissance Technologies Corp. 843,027 2.1% The Vanguard Group, Inc. 841,317 2.1% Capstone Investment Advisors, LLC 500,216 1.3% BlackRock, Inc. (NYSE:BLK) 470,951 1.2% Pentwater Capital Management LP 464,128 1.2% Kite Lake Capital Management (UK) LLP 350,773 0.9% Fidelity International Ltd 310,263 0.8% Athos Capital Limited 273,032 0.7% HSBC Global Asset Management (UK) Limited 265,528 0.7% Millennium Management LLC 263,874 0.7% The Oxford Asset Management Company Limited 261,761 0.7% Deutsche Asset & Wealth Management 177,921 0.4% Top 15 Institutional Investors 8,299,921 20.9% Total Institutional Investors 9,823,228 24.8% Public Investors and Others 2,342,365 5.9% Total Shares Outstanding (7) 38,788,096 97.8% Options, Restricted Shares and RSUs In-the-Money at Offer Price (8) 882,827 2.2% Fully Diluted Shares Outstanding at Offer Price 39,670,923 100.0% Buyer Consortium (1) 66.8% Other Management and Directors 0.3% Institutional Investors 24.8% Public Investors and Others 5.9% Options, Restricted Shares and RSUs 2.2%

 

 

8 CONFIDENTIAL Introduction and Transaction Overview Trading Analysis Source: Capital IQ, Company filings, SEC filings China Biologic Products Holdings, Inc. - Trading History June 19, 2018 to November 1 7 , 2020 Significant Historical Trading & Acquisition Offers Transaction Announced Date Buyer Transaction Type Number of Shares Purchase Price per Share Transaction Status Oct-26-2020 CITIC Capital Acquired from Parfield International Ltd. 300,000 $120.00 Share Purchase Agreement Signed Oct-26-2020 Chow, Joseph Acquired from Centurium Capital 775,000 $120.00 Share Purchase Agreement Signed Oct-26-2020 Chow, Joseph Acquired from PW Medtech 4,410,833 $120.00 Share Purchase Agreement Signed Oct-26-2020 CITIC Capital Acquired from PW Medtech 910,167 $120.00 Share Purchase Agreement Signed Jan-24-2020 Hillhouse Capital Acquired from Centurium Capital 210,876 $120.00 Closed Jan-24-2020 Temasek Acquired from Centurium Capital 250,000 $120.00 Closed Jan-24-2020 CITIC Capital Partners Acquired from Centurium Capital 266,533 $120.00 Closed Nov-18-2019 Centurium Capital Acquired from Capital Research and Management Company 4,199,680 $115.00 Closed Sep-19-2019 Centurium Capital Acquired from PW Medtech 1,000,000 $120.00 Closed Sep-19-2019 Centurium Capital Acquired from Parfield International Ltd. 700,000 $120.00 Closed Sep-18-2019 Centurium Capital, CITIC, PW Medtech, Hillhouse, Temasek Going-private NA $120.00 On-going Aug-24-2018 Centurium Capital PIPE 3,050,000 $100.90 Closed Aug-24-2018 CITIC Capital Partners PIPE 1,000,000 $100.90 Closed Aug-24-2018 Hillhouse Capital PIPE 1,000,000 $100.90 Closed Aug-24-2018 PW Medtech PIPE 800,000 $100.90 Closed Aug-21-2018 David Gao, CDH, GL Sandrose Investment, World Investments Going-private NA $118.00 Terminated (Board rejected the proposal) Jun-19-2018 CITIC Capital Partners Going-private NA $110.00 Terminated (Buyer withdrew the proposal) 0 500 1,000 1,500 2,000 2,500 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 $160.00 Volume (thousands) Share Price Volume Price 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP Offer (1) Trailing Volume Weighted Average Price (VWAP) Prior to Offer at September 18, 2019. Current (11/17/20) Offer Price Premium Relative to: 3.7% 30 - Day VWAP (1) 21.1% 23.9% 26.4% 60 - Day VWAP (1) 90 - Day VWAP (1) One Day Prior 16.8% $115.75 $99.08 $96.88 $94.97 $102.77 May 20 , 2020 CBPO reported Q1'20 earnings results. The Company reported revenue of USD162.6 million and diluted earnings per share of USD1.36 for the three months ended March 31, 2020. August 17 , 2020 CBPO reported Q2'20 earnings results. The Company reported revenue of USD111.1 million and diluted earnings per share of USD0.91 for the three months ended June 30, 2020. September 16, 2020 Chow, Joseph, the Chairman and CEO of the Company, joined the Buyer Consortium. September 19, 2019 Centurium Capital entered into a share purchase agreement to acquire 1,000,000 and 700,000 shares from PW Medtech Group Limited and Parfield International Ltd. respectively at a price of USD101.00 per share on September 19, 2019. On October 26,2020, Centurium Capital entered into amendments to pay additional USD19.00 per share to PW Medtech Group Limited and Parfield International Ltd. respectively. June 19, 2018 CBPO announced receiving an unsolicited, preliminary non - binding proposal letter from CITIC Capital to acquire all of the outstanding shares of the Company for USD110 per share in cash. August 21, 2018 CBPO announced receiving an unsolicited, preliminary non - binding proposal letter f rom a consortium consisting of Mr. David Gao, the former Chairman and CEO of the Company, GL Sandrose Investment L.P., World Investments Limited and CDH Utopia Limited to acquire all of the outstanding shares of the Company not already owned by them for USD118 per share in cash. August 24, 2018 CBPO announced that CITIC withdrew its non - binding proposal dated June 11, 2018 and that the Board rejected the non - binding proposal from David Gao and his affiliates dated August 17, 2018. In addition, CBPO entered into definitive agreements to issue and sell an aggregate of 5,850,000 ordinary shares of the Company, which represented 14.9% of the enlarged share capital as of immediately post such issuance, at a per share purchase price of USD100.90, to a group of investors including Centurium Capital, CITIC Capital, Hillhouse Capital and PW Meditch Group. August 3 , 2018 CBPO reported Q2'18 earnings results. The Company reported revenue of USD120.4 million and diluted earnings per share of USD0.83 for the three months ended June 30, 2018. M arch 12 , 20 20 CBPO reported FY2019 earnings results. The Company reported revenue of USD503.7 million and diluted earnings per share of USD3.53 for FY2019. November 13, 2019 CBPO reported Q3'19 earnings results. The Company reported revenue of USD136.1 million and diluted earnings per share of USD1.21 for the three months ended September 30, 2019. August 5 , 2019 CBPO reported Q2'19 earnings results. The Company reported revenue of USD135.7 million and diluted earnings per share of USD1.06 for the three months ended June 30, 2019. May 10 , 2019 CBPO reported Q1'19 earnings results. The Company reported revenue of USD129.8 million and diluted earnings per share of USD0.94 for the three months ended March 31, 2019. November 18, 2019 Centurium Capital reported that it entered into a share purchase agreement on November 15, 2019 to acquire 4,199,680 shares of CBPO from Capital Research and Management Company at a price of USD115.00 per share. November 1, 2018 CBPO reported Q3'18 earnings results. The Company reported revenue of USD119.1 million and diluted earnings per share of USD0.94 for the three months ended September 30, 2018. March 6, 2019 CBPO reported FY2018 earnings results. The Company reported revenue of USD466.9 million and diluted earnings per share of USD3.53 for FY2018. January 24, 2020 Centurium Capital reported that it entered into a share purchase agreement on January 23, 2020 to sell 250,000, 210,876 and 266,533 shares to Temasek, Hillhouse and CITIC Capital respectively at a price of USD120.00 per share. September 18, 2019 CBPO received a non - binding proposal from a consortium comprising Centurium Capital, CITIC Capital, PW Medtech Group Limited, Parfield International Ltd., Hillhouse Capital and Tamasek ("the Buyer Consortium") to acquire all of the outstanding oridnary shares of the Company not already owned by the consortium or their affiliates for USD120.00 in cash per share in a going - private transaction. October 26, 2020 PW Medtech Group Limited entered into a share purchase agreement to sell 4,410,833 and 910,167 shares to Chow, Joseph and CITIC Capital respectively at a price of USD120.00 per share. PW Medtech Group Limited Limited will cease to be the shareholder of the Company as well as a member of the Buyer Consortium upon closing of the above transactions. Centurium Capital entered into a share purchase agreement to sell 775,000 shares to Chow, Joseph at a price of USD120.00 per share. Parfield International Ltd. entered into a share purchase agreement to sell 300,000 shares to CITIC Capital at a price of USD120.00 per share. China Biologic Products Holdings, Inc. Historical Trading Metrics (in thousands, except per Share) During one year prior to Offer Post Offer Average Closing Price $86.16 Average Closing Price $111.67 High $102.95 High $117.44 Low $60.38 Low $99.15 Average Volume 197.4 Average Volume 109.7 % of Shares Issued and Outstanding 0.5% % of Shares Issued and Outstanding 0.3% % of Float 1.5% % of Float 0.8%

 

 

9 CONFIDENTIAL (1) Represents risk - bearing held - for - trading deposit products reported at fair value . Reflects a 10 % withholding tax discount on onshore investments . (2) Includes 35 . 0 % equity interest in Xi’an Huitian Blood Products Co . , Ltd . and 11 . 55 % equity interest in Beijing Taijieweiye Technology Co . , Ltd . Reflects book value for Beijing Taijieweiye Technology Co . , Ltd . and a multiple of 20 . 0 x to 25 . 0 x applied to investment income for Xi’an Huitian Blood Products Co . , Ltd . Reflects a 10 % withholding tax discount on onshore investments . (3) Loan to Xinjiang Deyuan Bioengineering Co . , Ltd . , a PRC company with which the Company entered into cooperation agreements to purchase source plasma . Reflects a 10 % withholding tax discount on the loan receivable . (4) Dividends receivable from the 35 . 0 % equity interest in Xi’an Huitian Blood Products Co . , Ltd . Reflects a 10 % withholding tax discount . (5) Interest receivable from bank deposits and Xinjiang Deyuan Bioengineering Co . , Ltd . Reflects a 10 % withholding tax discount . (6) Represents the unpaid dividend of Shandong Taibang Biological Products Co . , Ltd ("Shandong Taibang") to Shandong Taibang's non - controlling shareholder . (7) Reflects the present value of remaining payments related to the repatriation tax to be paid pursuant to the U . S . Tax Cut and Jobs Act of 2017 . (8) Financial lease contract for land use right . (9) Comprises deposits received from a potential investor of Guizhou Taibang and related interest plus penalty . (10) Represents the noncontrolling interest in Shandong Taibang, in which the Company indirectly owns 82 . 76 % equity interests . Value range of noncontrolling interest calculated based on valuation analysis of Shandong Taibang and other assets and liabilities held at Shandong Taibang . Introduction and Transaction Overview Proposed Transaction Note : Balance sheet data and LTM as of June 30 , 2020 . Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses) . China Biologic Products Holdings, Inc. - Offer Price Premium Relative To Share Implied Price Premium Share price as of 11/17/20 $115.75 3.7% One-day prior (9/17/19) $102.77 16.8% One-week prior (9/11/19) $100.73 19.1% 30-days trailing VWAP prior to September 18, 2019 $99.08 21.1% 60-days trailing VWAP prior to September 18, 2019 $96.88 23.9% 90-days trailing VWAP prior to September 18, 2019 $94.97 26.4% Offer Price $120.00 Source: Capital IQ and SEC filings China Biologic Products Holdings, Inc. - Implied Multiples (USD in millions, except per Share data) Offer $120.00 Fully Diluted Shares Issued and Outstanding (millions) 39.7 1.00 Implied Common Equity Value $4,760.5 Less: Cash (3,997.65) (609.7) Less: Proceeds from Exercise of Options (1.85) (0.3) Less: Short-term investments (1) (3,025.69) (461.5) Less: Long-term equity investments (2) (287.50) (43.8) Less: Loan receivable (3) (223.79) (34.1) Less: Dividends receivable (4) (48.71) (7.4) Less: Interest receivable (5) (1.18) (0.2) Plus: Dividends Payable (6) 34.48 5.3 Plus: Repatriation tax payable (7) 147.39 22.5 Plus: Financial lease payable (8) 2.04 0.3 Plus: Payables to a potential investor (9) 60.77 9.3 Plus: Noncontrolling interest (10) 3,730.48 568.9 3,730.48 Implied Enterprise Value $4,209.8 Implied Offer Multiples: EV / LTM EBITDA $225.2 18.7x EV / 2020 EBITDA $213.4 19.0x EV / 2021 EBITDA $219.5 18.7x EV / 2022 EBITDA $225.8 17.7x EV / LTM EBIT $197.4 21.3x EV / 2020 EBIT $187.7 21.6x EV / 2021 EBIT $193.0 21.2x EV / 2022 EBIT $199.3 20.1x EV / LTM Revenue $547.5 7.69x EV / 2020 Revenue $548.3 7.41x EV / 2021 Revenue $586.5 6.99x EV / 2022 Revenue $628.6 6.37x

 

 

10 CONFIDENTIAL Introduction and Transaction Overview Valuation Summary (1) Represents risk - bearing held - for - trading deposit products reported at fair value . Reflects a 10 % withholding tax discount on onshore investments . (2) Includes 35 . 0 % equity interest in Xi’an Huitian Blood Products Co . , Ltd . and 11 . 55 % equity interest in Beijing Taijieweiye Technology Co . , Ltd . Reflects book value for Beijing Taijieweiye Technology Co . , Ltd . and a multiple of 20 . 0 x to 25 . 0 x applied to investment income for Xi’an Huitian Blood Products Co . , Ltd . Reflects a 10 % withholding tax discount on onshore investments . (3) Loan to Xinjiang Deyuan Bioengineering Co . , Ltd . , a PRC company with which the Company entered into cooperation agreements to purchase source plasma . Reflects a 10 % withholding tax discount on the loan receivable . (4) Dividends receivable from the 35 . 0 % equity interest in Xi’an Huitian Blood Products Co . , Ltd . Reflects a 10 % withholding tax discount . (5) Interest receivable from bank deposits and Xinjiang Deyuan Bioengineering Co . , Ltd . Reflects a 10 % withholding tax discount . (6) Represents the unpaid dividend of Shandong Taibang Biological Products Co . , Ltd ("Shandong Taibang") to Shandong Taibang's non - controlling shareholder . (7) Reflects the present value of remaining payments related to the repatriation tax to be paid pursuant to the U . S . Tax Cut and Jobs Act of 2017 . (8) Financial lease contract for land use right . (9) Comprises deposits received from a potential investor of Guizhou Taibang and related interest plus penalty . (10) Represents the noncontrolling interest in Shandong Taibang, in which the Company indirectly owns 82 . 76 % equity interests . Value range of noncontrolling interest calculated based on valuation analysis of Shandong Taibang and other assets and liabilities held at Shandong Taibang . (11) Includ es total basic shares outstanding as of November 1 8 , 2020 and all the outstanding in - the - money Company option/restricted share/RSU awards except those that would be cancelled in exchange for Parent shares or Parent share awards . Provided by Company management . (12) Includes cash at bank and time deposits . Reflects a 10 % withholding tax discount on onshore cash in excess of repatriation tax payable, financial lease payable, and payables to a potential investor . Note : Balance sheet data and LTM as of June 30 , 2020 . Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses) . Valuation Range Conclusions (RMB in thousands, except per share values or otherwise noted) Low High Enterprise Value Discounted Cash Flow Analysis ¥ 18,080,000 - ¥ 21,780,000 Selected Public Companies / M&A Transactions Analysis ¥ 20,550,000 - ¥ 24,950,000 Enterprise Value Range ¥ 19,315,000 - ¥ 23,365,000 Plus: Proceeds from Exercise of Options ¥ 1,847 - ¥ 1,847 Plus: Short-term Investments (1) 3,025,688 - 3,025,688 Plus: Long-term Equity Investments (2) 263,210 - 311,788 Plus: Loan Receivable (3) 223,790 - 223,790 Plus: Dividends Receivable (4) 48,715 - 48,715 Plus: Interest Receivable (5) 1,177 - 1,177 Less: Dividends Payable (6) (34,480) - (34,480) Less: Repatriation Tax Payable (7) (147,387) - (147,387) Less: Financial Lease Payable (8) (2,036) - (2,036) Less: Payables to a Potential Investor (9) (60,765) - (60,765) Less: Noncontrolling Interest (10) (2,655,397) - (3,188,730) Value Attributable to Fully Diluted Shares (Excluding Cash) ¥ 19,979,361 - ¥ 23,544,607 Fully Diluted Shares Issued and Outstanding (11) 39,670,923 - 39,670,923 Value Per Share (RMB) ¥ 503.63 - ¥ 593.50 RMB to USD FX rate (as of 11/17/2020) 6.56 - 6.56 Value Per Share Range (Excluding Excess Cash) $76.81 - $90.52 Excess Cash (12) 3,997,649 - 3,997,649 Cash Value Per Fully Diluted Shares Issued and Outstanding (RMB) ¥ 100.77 - ¥ 100.77 Cash Value Per Fully Diluted Shares Issued and Outstanding (USD) $15.37 - $15.37 Offer Price Value Per Share Range $92.18 - $105.89 $120.00 Implied Valuation Multiples EV / LTM EBITDA ¥ 1,476,549 13.1x - 15.8x 18.7x EV / 2020 EBITDA ¥ 1,449,292 13.3x - 16.1x 19.0x EV / 2021 EBITDA ¥ 1,476,781 13.1x - 15.8x 18.7x EV / 2022 EBITDA ¥ 1,555,969 12.4x - 15.0x 17.7x EV / LTM EBIT ¥ 1,294,454 14.9x - 18.1x 21.3x EV / 2020 EBIT ¥ 1,274,997 15.1x - 18.3x 21.6x EV / 2021 EBIT ¥ 1,299,014 14.9x - 18.0x 21.2x EV / 2022 EBIT ¥ 1,373,284 14.1x - 17.0x 20.1x EV / LTM Revenue ¥ 3,589,778 5.38x - 6.51x 7.69x EV / 2020 Revenue ¥ 3,723,403 5.19x - 6.28x 7.41x EV / 2021 Revenue ¥ 3,946,800 4.89x - 5.92x 6.99x EV / 2022 Revenue ¥ 4,332,128 4.46x - 5.39x 6.37x

 

 

11 CONFIDENTIAL Introduction and Transaction Overview Per S hare Valuation Range $92.18 $96.63 $87.73 $105.89 $111.58 $100.19 $70.00 $80.00 $90.00 $100.00 $110.00 $120.00 $130.00 Concluded Range Selected Public Companies / M&A Transactions Analysis Discounted Cash Flow Analysis Value Per Share (USD) $120.00 Offer Price

 

 

Valuation Analysis Section 02

 

 

13 CONFIDENTIAL Valuation Analysis Historical and Projected Financial Performance Historical and Projected Financial Performance (RMB in thousands) YTD YTD LTM Management Projections 15-'19 19-'24 19-'29 2015A 2016A 2017A 2018A 2019A 6/30/2019 6/30/2020 6/30/2020 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR CAGR CAGR Reported Revenue ¥1,843,670 ¥2,263,502 ¥2,501,181 ¥3,088,283 ¥3,469,595 ¥1,800,089 ¥1,920,272 ¥3,589,778 ¥3,723,403 ¥3,946,800 ¥4,332,128 ¥4,783,289 ¥5,271,517 ¥5,533,872 ¥5,825,222 ¥6,119,752 ¥6,397,411 ¥6,636,511 17.1% 8.7% 6.7% Growth NA 22.8% 10.5% 23.5% 12.3% 21.3% 6.7% 5.4% 7.3% 6.0% 9.8% 10.4% 10.2% 5.0% 5.3% 5.1% 4.5% 3.7% Gross Profit ¥1,218,403 ¥1,504,876 ¥1,716,410 ¥2,177,908 ¥2,342,202 ¥1,232,199 ¥1,283,872 ¥2,393,874 ¥2,586,347 ¥2,745,581 ¥2,987,694 ¥3,269,484 ¥3,551,750 ¥3,697,787 ¥3,872,354 ¥4,057,467 ¥4,208,504 ¥4,328,451 17.7% 8.7% 6.3% Margin % 66.1% 66.5% 68.6% 70.5% 67.5% 68.5% 66.9% 66.7% 69.5% 69.6% 69.0% 68.4% 67.4% 66.8% 66.5% 66.3% 65.8% 65.2% EBITDA ¥887,371 ¥1,045,826 ¥1,016,465 ¥1,132,511 ¥1,316,913 ¥712,802 ¥872,439 ¥1,476,549 ¥1,449,292 ¥1,476,781 ¥1,555,969 ¥1,686,204 ¥1,771,787 ¥1,818,791 ¥1,913,982 ¥2,018,048 ¥2,090,657 ¥2,139,532 10.4% 6.1% 5.0% Margin % 48.1% 46.2% 40.6% 36.7% 38.0% 39.6% 45.4% 41.1% 38.9% 37.4% 35.9% 35.3% 33.6% 32.9% 32.9% 33.0% 32.7% 32.2% Growth NA 17.9% (2.8%) 11.4% 16.3% 28.7% 22.4% 14.3% 10.1% 1.9% 5.4% 8.4% 5.1% 2.7% 5.2% 5.4% 3.6% 2.3% EBIT ¥834,163 ¥964,656 ¥932,628 ¥981,958 ¥1,139,171 ¥629,417 ¥784,700 ¥1,294,454 ¥1,274,997 ¥1,299,014 ¥1,373,284 ¥1,509,272 ¥1,597,506 ¥1,680,595 ¥1,750,892 ¥1,849,589 ¥1,922,072 ¥1,971,210 8.1% 7.0% 5.6% Margin % 45.2% 42.6% 37.3% 31.8% 32.8% 35.0% 40.9% 36.1% 34.2% 32.9% 31.7% 31.6% 30.3% 30.4% 30.1% 30.2% 30.0% 29.7% Growth NA 15.6% (3.3%) 5.3% 16.0% 31.0% 24.7% 14.5% 11.9% 1.9% 5.7% 9.9% 5.8% 5.2% 4.2% 5.6% 3.9% 2.6% Capital Expenditures (1) ¥324,792 ¥338,648 ¥258,741 ¥242,881 ¥167,901 ¥102,511 ¥49,557 ¥114,947 ¥90,500 ¥98,000 ¥98,000 ¥98,000 ¥98,000 ¥408,000 ¥83,000 ¥108,000 ¥83,000 ¥108,000 % of Reported Revenue 17.6% 15.0% 10.3% 7.9% 4.8% 5.7% 2.6% 3.2% 2.4% 2.5% 2.3% 2.0% 1.9% 7.4% 1.4% 1.8% 1.3% 1.6% % of EBITDA 36.60% 32.4% 25.5% 21.4% 12.7% 14.4% 5.7% 7.8% 6.2% 6.6% 6.3% 5.8% 5.5% 22.4% 4.3% 5.4% 4.0% 5.0% Net Working Capital ¥627,057 ¥830,895 ¥1,278,765 ¥1,771,644 ¥1,781,369 ¥1,751,110 ¥1,787,771 ¥1,886,940 ¥2,108,424 ¥2,356,785 ¥2,659,855 ¥2,853,263 ¥3,058,959 ¥3,226,329 ¥3,409,974 ¥3,581,457 % of Reported Revenue 34.0% 36.7% 51.1% 57.4% 51.3% 48.8% 48.0% 47.8% 48.7% 49.3% 50.5% 51.6% 52.5% 52.7% 53.3% 54.0% Note: Financial performance metrics presented are adjusted to exclude public company costs and non-recurring income (expenses). (1) Includes the purchase of property, plant and equipment, intangible assets and land use right. Source: Company filings, Company management

 

 

14 CONFIDENTIAL Valuation Analysis Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows . • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders . • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk . • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles . Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending D ecember 31 , 2020 through 202 9 (excluding public company expenses, as provided by the management of the Company) and a review of the Company’s historical performance and other factors t o develop the DCF analysis . • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula . • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 8 . 50 % to 9 . 50 % , derived from the Capital Asset Pricing Model . • The following is a summary of the Management Projections utilized in the discounted cash flow analysis : - The Company’s reported revenue increases at a compound annual growth rate (“ CAGR ”) of 6 . 7 % from 2019 to 2029 . - T he Company’s EBITDA margin averages 34 . 5 % from 2020 to 2029 . - The Company’s EBIT margin averages 31 . 1 % from 2020 to 2029 . - Capital expenditures average 2 . 5 % of reported revenue from 2020 to 2029 . - Net working capital averages 5 0 . 8 % of reported revenue from 2020 to 2029 .

 

 

15 CONFIDENTIAL Valuation Analysis DCF Analysis Summary (1) Prior to application of 10 % dividend withholding tax, which is calculated based on levered cash flows and discounted separately at the cost of equity derived in the WACC calculation and included in the concluded enterprise value range . Note : LTM as of June 30 , 2020 . Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses) ; EBITDA excludes public company costs . Discounted Cash Flow Analysis (RMB in thousands) Terminal Proj. 10-Yr. LTM 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P Year CAGR Reported Revenue ¥ 3,589,778 ¥ 3,723,403 ¥ 3,946,800 ¥ 4,332,128 ¥ 4,783,289 ¥ 5,271,517 ¥ 5,533,872 ¥ 5,825,222 ¥ 6,119,752 ¥ 6,397,411 ¥ 6,636,511 ¥ 6,636,511 6.7% Growth 5.4% 7.3% 6.0% 9.8% 10.4% 10.2% 5.0% 5.3% 5.1% 4.5% 3.7% EBITDA ¥ 1,476,549 ¥ 1,449,292 ¥ 1,476,781 ¥ 1,555,969 ¥ 1,686,204 ¥ 1,771,787 ¥ 1,818,791 ¥ 1,913,982 ¥ 2,018,048 ¥ 2,090,657 ¥ 2,139,532 ¥ 2,139,532 Margin 41.1% 38.9% 37.4% 35.9% 35.3% 33.6% 32.9% 32.9% 33.0% 32.7% 32.2% 32.2% Growth 14.3% 10.1% 1.9% 5.4% 8.4% 5.1% 2.7% 5.2% 5.4% 3.6% 2.3% 5.0% 2020 Q3-Q4 Earnings Before Interest and Taxes ¥ 490,297 ¥ 1,299,014 ¥ 1,373,284 ¥ 1,509,272 ¥ 1,597,506 ¥ 1,680,595 ¥ 1,750,892 ¥ 1,849,589 ¥ 1,922,072 ¥ 1,971,210 ¥ 2,048,807 Pro Forma Taxes @ 15.0% (83,249) (216,124) (227,185) (238,673) (249,173) (249,709) (258,678) (271,892) (281,181) (287,072) (298,099) Net Operating Profit After Tax 407,048 1,082,890 1,146,099 1,270,599 1,348,333 1,430,886 1,492,214 1,577,698 1,640,891 1,684,138 1,750,708 Depreciation 58,975 121,238 125,966 120,434 115,591 129,461 153,523 158,691 159,248 159,832 83,600 Amortization 29,248 59,864 60,055 59,833 60,648 9,485 9,568 9,768 9,338 8,490 7,125 Purchase of PP&E (35,741) (88,000) (88,000) (88,000) (88,000) (398,000) (78,000) (98,000) (78,000) (98,000) (88,000) Purchase of Intangible Asset and Land Use Right (5,203) (10,000) (10,000) (10,000) (10,000) (10,000) (5,000) (10,000) (5,000) (10,000) (7,500) (Increase) / Decrease in Working Capital (36,661) (99,169) (221,483) (248,362) (303,070) (193,408) (205,695) (167,371) (183,645) (171,483) (137,748) Free Cash Flow (1) ¥ 417,667 ¥ 1,066,823 ¥ 1,012,636 ¥ 1,104,505 ¥ 1,123,502 ¥ 968,424 ¥ 1,366,609 ¥ 1,470,786 ¥ 1,542,832 ¥ 1,572,977 ¥ 1,608,185 Enterprise Value Range Low High Terminal Growth Rate 4.00% 4.00% Weighted Average Cost of Capital 9.50% 8.50% Enterprise Value Range ¥ 18,080,000 ¥ 21,780,000 Implied Per Share Range (USD) $87.73 $100.19 Implied Valuation Multiples EV / LTM EBITDA ¥ 1,476,549 12.2x 14.8x EV / 2020 EBITDA ¥ 1,449,292 12.5x 15.0x EV / 2021 EBITDA ¥ 1,476,781 12.2x 14.7x EV / 2022 EBITDA ¥ 1,555,969 11.6x 14.0x EV / LTM EBIT ¥ 1,294,454 14.0x 16.8x EV / 2020 EBIT ¥ 1,274,997 14.2x 17.1x EV / 2021 EBIT ¥ 1,299,014 13.9x 16.8x EV / 2022 EBIT ¥ 1,373,284 13.2x 15.9x EV / LTM Revenue ¥ 3,589,778 5.04x 6.07x EV / 2020 Revenue ¥ 3,723,403 4.86x 5.85x EV / 2021 Revenue ¥ 3,946,800 4.58x 5.52x EV / 2022 Revenue ¥ 4,332,128 4.17x 5.03x

 

 

16 CONFIDENTIAL Valuation Analysis Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps selected twenty - one publicly traded companies that were deemed relevant to its analysis . • Duff & Phelps analyzed the financial performance of each of the publicly traded companies . Duff & Phelps then analyzed the selected public companies’ trading multiples, including enterprise value to revenue, EBITDA and EBIT . Selected M&A Transactions Analysis • Duff & Phelps selected precedent transactions that it determined to be relevant to its analysis . Duff & Phelps computed the LTM revenue, EBITDA and EBIT for each of the target companies (where publicly disclosed) . Duff & Phelps then calculated the implied enterprise value to LTM revenue, EBITDA and EBIT multiples for each transaction . Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies and the targets in the selected M&A transactions, including historical and forecasted growth in revenue and profits, profit margins and other characteristics that we deemed relevant . Duff & Phelps selected multiples that reflect the Company’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the group . None of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to non - public information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of the Company and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations .

 

 

17 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Financial Metrics Note: The Company's financial performance metrics presented are adjusted to exclude public company cost and non - recurring income (expenses). LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, Bloomberg, company filings, press releases Selected Public Companies Analysis ($ in millions, except per share data) COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN R&D % OF REVENUE Company Name 3-YR CAGR LTM 2020 2021 2022 3-YR CAGR LTM 2020 2021 2022 3-YR AVG LTM 2020 2021 2022 3-YR AVG LTM Foreign Listed China Biopharmaceutical Companies Sino Biopharmaceutical Limited 13.6% 2.8% 10.5% 19.9% 21.2% 14.7% 3.1% 14.1% 22.6% 21.5% 26.4% 26.1% 27.1% 27.7% 27.8% 10.3% 9.7% Hansoh Pharmaceutical Group Company Limited 16.9 -5.7 4.9 29.7 19.9 17.5 8.7 15.8 24.7 21.7 32.3 35.6 37.8 36.3 36.9 11.2 12.9 CSPC Pharmaceutical Group Limited 26.0 14.8 24.1 18.6 18.2 21.3 15.5 27.3 20.0 18.0 24.5 23.2 23.8 24.1 24.1 7.5 10.7 Luye Pharma Group Ltd. 29.6 1.4 2.2 7.4 14.0 32.5 6.3 -1.0 5.6 6.0 32.9 34.5 33.0 32.5 30.2 8.7 9.3 3SBio Inc. 23.9 6.3 11.4 16.5 14.1 22.6 3.6 12.7 12.6 15.1 34.5 34.2 34.4 33.2 33.5 8.2 9.6 The United Laboratories International Holdings Limited 11.4 10.2 9.1 7.6 6.3 17.3 22.3 22.7 2.9 1.4 20.6 20.9 22.6 21.6 20.6 3.7 4.9 Lee's Pharmaceutical Holdings Limited 9.4 -0.8 2.7 12.5 12.1 1.2 10.2 3.3 20.5 0.7 28.7 29.0 29.1 31.2 28.1 16.3 22.6 Group Median 16.9% 2.8% 9.1% 16.5% 14.1% 17.5% 8.7% 14.1% 20.0% 15.1% 28.7% 29.0% 29.1% 31.2% 28.1%NA 8.7% 9.7% Global Biopharmaceutical Companies CSL Limited 9.6% 7.2% 8.1% 8.4% 8.2% 19.9% 23.5% 9.5% 8.4% 10.4% 34.7% 38.0% 33.2% 33.2% 33.9% 9.6% 10.1% Takeda Pharmaceutical Company Limited 0.8 -1.8 -1.6 3.5 0.2 3.6 -16.9 5.0 11.1 3.1 33.0 30.7 34.1 36.6 37.6 17.0 15.1 Baxter International Inc. 3.8 3.4 1.6 5.2 5.1 12.0 4.6 -0.1 11.3 12.0 22.9 23.9 24.0 25.4 27.0 5.6 4.6 Grifols, S.A. 8.0 8.7 5.4 4.0 8.2 7.7 -0.9 4.4 8.4 12.8 28.3 24.7 27.7 28.8 30.1 5.8 5.4 Green Cross Corporation 4.6 4.5 8.0 6.7 4.7 -2.4 15.8 22.8 5.0 5.7 8.0 7.3 8.4 8.3 8.4 8.9 8.8 Group Median 4.6% 4.5% 5.4% 5.2% 5.1% 7.7% 4.6% 5.0% 8.4% 10.4% 28.3% 24.7% 27.7% 28.8% 30.1% 8.9% 8.8% Biopharmaceutical Companies Median 10.5% 3.9% 6.7% 8.0% 10.1% 16.0% 7.5% 11.1% 11.2% 11.2% 28.5% 27.5% 28.4% 30.0% 29.1% 8.8% 9.6% Foreign Listed China Implantable Medical Device Companies MicroPort Scientific Corporation 7.5% -5.9% 0.4% 15.8% 12.4% NM -99.9% -36.0% 56.1% 34.7% 8.4% 0.0% 6.5% 8.6% 9.9% 16.2% 22.3% AK Medical Holdings Limited 32.0 26.8 22.2 38.3 36.8 48.4% 60.4 34.2 32.9 34.4 32.1 41.3 39.4 37.9 37.3 8.6 9.2 Beijing Chunlizhengda Medical Instruments Co., Ltd. 60.2 34.5 30.0 35.0 35.0 NA 52.1 30.6 35.3 34.5 27.9 32.6 32.4 32.4 32.3 7.0 7.2 LifeTech Scientific Corporation 23.8 2.4 11.1 16.8 12.8 NA 7.4 -19.0 26.3 25.0 36.8 37.9 25.9 28.0 31.0 19.0 21.0 Group Median 27.9% 14.6% 16.7% 25.9% 23.9% 48.4% 29.7% 5.8% 34.1% 34.5% 30.0% 35.2% 29.1% 30.2% 31.7% 12.4% 15.1% Global Implantable Medical Device Companies Medtronic plc -0.9% -8.9% -16.1% 21.9% 6.5% -4.2% -27.3% -32.5% 89.1% 7.0% 29.7% 25.1% 20.7% 32.1% 32.2% 7.9% 8.6% Stryker Corporation 9.5 -2.3 -3.2 13.1 6.6 10.0 -2.8 -8.0 22.5 9.0 27.2 27.1 26.6 28.8 29.5 6.4 6.9 Boston Scientific Corporation 8.6 -13.1 -11.7 16.9 9.4 7.0 -34.0 -18.7 41.6 14.9 25.9 19.7 23.0 27.8 29.2 11.1 11.5 Zimmer Biomet Holdings, Inc. 1.3 -10.9 -11.5 15.1 3.9 -5.6 -18.2 -12.1 28.5 7.7 31.8 27.4 29.4 32.8 34.0 5.5 6.0 Integra LifeSciences Holdings Corporation 3.7 -8.5 -9.5 6.6 5.1 -4.8 -11.6 -11.3 17.9 12.4 24.0 23.5 23.9 26.5 28.3 9.9 9.5 Group Median 3.7% -8.9% -11.5% 15.1% 6.5% -4.2% -18.2% -12.1% 28.5% 9.0% 27.2% 25.1% 23.9% 28.8% 29.5% 7.9% 8.6% Implantable Medical Device Companies Median 8.6% -5.9% -3.2% 16.8% 9.4% 1.4% -11.6% -12.1% 32.9% 14.9% 27.9% 27.1% 25.9% 28.8% 31.0% 8.6% 9.2% Aggregate Mean 14.4% 3.1% 4.7% 15.2% 12.4% 12.1% 1.0% 3.0% 24.0% 14.7% 27.2% 26.8% 26.8% 28.3% 28.7% 9.7% 10.8% Aggregate Median 9.5% 2.4% 4.9% 15.1% 9.4% 11.0% 4.6% 4.4% 20.5% 12.4% 28.3% 27.1% 27.1% 28.8% 30.1% 8.7% 9.5% CBPO 15.3% 5.4% 7.3% 6.0% 9.8% 8.0% 14.3% 10.1% 1.9% 5.4% 38.4% 41.1% 38.9% 37.4% 35.9% 2.1% 2.3%

 

 

18 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Valuation Multiples LTM = Latest Twelve Months Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) – (Cash & Equivalents) – (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT = Earnings Before Interest and Taxes Source: Capital IQ, Bloomberg, company filings, press releases Selected Public Companies Analysis ($ in millions, except per share data) COMPANY INFORMATION Company Name Stock Price on 11/17/20 % of 52- Wk High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA 2022 EBITDA LTM EBIT 2020 EBIT 2021 EBIT 2022 EBIT LTM Revenue 2020 Revenue 2021 Revenue 2022 Revenue Foreign Listed China Biopharmaceutical Companies Sino Biopharmaceutical Limited $1.00 71.4% $24,675 25.4x 22.3x 18.2x 15.0x 33.5x 27.3x 22.2x 18.1x 6.64x 6.04x 5.04x 4.16x Hansoh Pharmaceutical Group Company Limited 4.39 86.2 21,688 49.6 41.3 33.2 27.2 53.4 44.6 35.6 29.1 17.64 15.62 12.04 10.04 CSPC Pharmaceutical Group Limited 1.05 73.5 11,406 14.7 12.1 10.1 8.5 17.0 14.0 11.4 9.5 3.42 2.88 2.43 2.06 Luye Pharma Group Ltd. 0.55 66.0 2,537 7.8 7.7 7.3 6.9 10.0 9.8 8.9 8.3 2.69 2.56 2.38 2.09 3SBio Inc. 0.95 53.4 2,167 7.7 7.0 6.2 5.4 9.5 8.2 7.2 6.1 2.65 2.40 2.06 1.80 The United Laboratories International Holdings Limited 0.86 70.6 1,602 5.9 5.1 4.9 4.9 9.3 8.5 7.6 7.1 1.22 1.15 1.07 1.00 Lee's Pharmaceutical Holdings Limited 0.57 69.1 239 5.5 5.1 4.2 4.2 7.9 7.6 5.8 5.8 1.58 1.48 1.31 1.17 Group Median 7.8x 7.7x 7.3x 6.9x 10.0x 9.8x 8.9x 8.3x 2.69x 2.56x 2.38x 2.06x Global Biopharmaceutical Companies CSL Limited $227.34 91.3% $107,371 30.9x 33.4x 30.8x 27.9x 39.5x 38.5x 35.4x 31.7x 11.73x 11.11x 10.25x 9.47x Takeda Pharmaceutical Company Limited 34.59 79.0 96,584 10.2 9.0 8.1 7.9 11.1 10.2 8.7 8.7 3.12 3.08 2.98 2.97 Baxter International Inc. 80.78 85.8 44,491 16.1 16.1 14.4 12.9 23.0 21.9 19.2 17.2 3.86 3.85 3.66 3.48 Grifols, S.A. 29.98 73.9 27,073 17.1 15.3 14.2 12.5 22.5 20.7 17.6 15.5 4.23 4.24 4.08 3.77 Green Cross Corporation 353.58 94.2 4,353 47.4 38.5 36.7 34.7 76.8 60.9 55.4 53.8 3.44 3.25 3.05 2.91 Group Median 17.1x 16.1x 14.4x 12.9x 23.0x 21.9x 19.2x 17.2x 3.86x 3.85x 3.66x 3.48x Biopharmaceutical Companies Median 15.4x 13.7x 12.1x 10.5x 19.8x 17.4x 14.5x 12.5x 3.43x 3.17x 3.01x 2.94x Foreign Listed China Implantable Medical Device Companies MicroPort Scientific Corporation $4.25 76.2% $7,933 NM NM NM NM NM NM NM NM 11.21x 9.96x 8.46x 7.28x AK Medical Holdings Limited 2.12 60.4 2,206 36.2x 32.4x 24.4x 18.1x 40.4x 35.3x 26.6x 19.4x 14.94 12.77 9.23 6.75 Beijing Chunlizhengda Medical Instruments Co., Ltd. 3.73 45.9 1,219 27.6 22.2 16.4 12.2 29.0 22.9 17.0 12.7 9.01 7.19 5.33 3.95 LifeTech Scientific Corporation 0.29 85.9 1,206 33.0 41.1 32.5 26.0 43.5 55.9 41.4 31.8 12.49 10.64 9.11 8.08 Group Median 33.0x 32.4x 24.4x 18.1x 40.4x 35.3x 26.6x 19.4x 11.85x 10.30x 8.79x 7.01x Global Implantable Medical Device Companies Medtronic plc $110.14 90.8% $166,060 23.7x 30.8x 16.3x 15.2x 27.3x 36.4x 18.5x 17.1x 5.95x 6.37x 5.23x 4.91x Stryker Corporation 231.44 98.2 94,677 24.5 24.7 20.2 18.5 26.8 27.3 21.9 20.2 6.66 6.57 5.81 5.45 Boston Scientific Corporation 35.03 76.6 57,277 29.1 24.7 17.4 15.2 32.5 29.0 19.3 16.8 5.75 5.67 4.85 4.43 Zimmer Biomet Holdings, Inc. 150.15 93.6 39,005 20.2 18.8 14.6 13.6 25.9 23.9 17.7 16.4 5.52 5.52 4.80 4.62 Integra LifeSciences Holdings Corporation 55.25 88.8 6,042 18.6 18.4 15.6 13.9 29.3 21.1 18.1 16.7 4.38 4.40 4.13 3.93 Group Median 23.7x 24.7x 16.3x 15.2x 27.3x 27.3x 18.5x 16.8x 5.75x 5.67x 4.85x 4.62x Implantable Medical Device Companies Median 26.1x 24.7x 16.9x 15.2x 29.1x 28.2x 18.9x 17.0x 6.66x 6.57x 5.33x 4.91x Aggregate Mean 22.6x 21.3x 17.3x 15.0x 28.4x 26.2x 20.8x 18.1x 6.58x 6.04x 5.11x 4.49x Aggregate Median 21.9x 20.5x 16.0x 13.7x 27.1x 23.4x 18.3x 16.8x 5.52x 5.52x 4.80x 3.95x MARKET DATA ENTERPRISE VALUE AS A MULTIPLE OF

 

 

19 CONFIDENTIAL Valuation Analysis Selected M&A Transactions Analysis Source: Capital IQ, Bloomberg, company filings, press releases Selected M&A Transactions Analysis - Biopharmaceutical and Plasma Products Companies ($ in millions) Announced Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA LTM EBIT EBITDA Margin EV / Revenue EV / EBITDA EV / EBIT 7/20/2020 Green Cross Biotherapeutics Inc. Manufactures plasma proteins, including intravenous immunoglobulin. Grifols, S.A. $295 $56 NA NA NA 5.30x NA NA 10/16/2019 Kedrion S.p.A. Produces and distributes various plasma-derived therapeutic products to treat haemophilia, immune deficiency, contagious diseases, and other illnesses worldwide. FSI SGR S.p.A. $310 $325 $21 $20 6.5% 0.95x 14.8x 15.3x 5/16/2018 SciGen Ltd Develops, manufactures, and markets recombinant human health care biotechnology derived products in the areas of endocrinology, gastroenterology, immunology, paediatrics, neurology, and oncology care. YiFan International Pharmaceutical Co., Limited $85 $40 $4 $4 11.1% 2.10x 18.9x 20.0x 4/19/2018 Shire plc Offers products in therapeutic areas, including hematology, genetic diseases, neuroscience, immunology, internal medicine, ophthalmology, and oncology. Takeda Pharmaceutical Company Limited $80,535 $15,354 $6,450 $4,048 42.0% 5.25x 12.5x 19.9x 1/22/2018 Bioverativ Inc. Engages in the development of therapies and programs for hemophilia, cold agglutinin disease, sickle cell disease, beta thalassemia, and other blood disorders. Sanofi $11,038 $1,169 $475 $466 40.6% 9.45x 23.2x 23.7x 12/1/2017 Lanzhou Lansheng Blood Products Co., Ltd. Provides plasma related products, including human albumin. Chengdu Rongsheng Pharmaceutical Co., Ltd. $90 $32 $8 $7 26.2% 2.83x 10.8x 12.4x 12/1/2017 Sinopharm Group Wuhan Blood Products Co., Ltd. Provides plasma related products. Chengdu Rongsheng Pharmaceutical Co., Ltd. $171 $33 $12 $8 34.9% 5.15x 14.7x 22.1x 12/1/2017 Sinopharm Group Shanghai Blood Products Co., Ltd. Provides plasma related products. Chengdu Rongsheng Pharmaceutical Co., Ltd. $153 $55 $12 $8 21.4% 2.77x 12.9x 19.8x 3/29/2017 Biotest Aktiengesellschaft Develops, manufactures and markets plasma proteins and biotherapeutic drugs. Tiancheng International Investment Limited $1,293 $595 $92 $68 15.5% 2.17x 14.0x 19.1x 1/11/2016 Baxalta Incorporated Develops, manufactures, and markets products for the treatment of hemophilia, immunology, and oncology. Shire plc $35,219 $6,148 $2,105 $1,848 34.2% 5.73x 16.7x 19.1x 8/15/2015 Nanjing Xinbai Pharmaceutical Co., Ltd. Offers medicines for liver, medicines for gynecology and obstetrics, drugs for orthopedics, and posterior pituitary injections. Jiangxi Boya Bio-Pharmaceutical Co.,Ltd (nka:Boya Bio-pharmaceutical Group Co.,Ltd) $97 $37 NA $5 NA 2.63x NA 18.8x Mean 4.03x 15.4x 19.0x Median 2.83x 14.7x 19.4x

 

 

20 CONFIDENTIAL Valuation Analysis Selected M&A Transactions Analysis Source: Capital IQ, Bloomberg, company filings, press releases Selected M&A Transactions Analysis - Implantable Medical Device Companies ($ in millions) Announced Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA LTM EBIT EBITDA Margin EV / Revenue EV / EBITDA EV / EBIT 9/18/2020 Amplitude Surgical SA Provides orthopedic products for primary and revision surgery aimed at treating pathologies of the hip, knee, and lower extremities primarily for foot and ankle surgery. PAI Partners $248 $105 $20 -$6 19.0% 2.37x 12.5x NM 6/5/2019 Vilex in Tennessee, Inc./ Orthex, LLC Primarily manufactures foot and ankle surgical implants. OrthoPediatrics Corp. $60 $12 NA NA NA 5.07x NA NA 8/30/2018 K2M Group Holdings, Inc. Provides spine and minimally invasive solutions and offers implants, disposables, and instruments primarily to hospitals for use by spine surgeons to treat spinal pathologies. Stryker Corporation $1,340 $272 -$13 -$37 -4.8% 4.93x NM NM 12/7/2017 Entellus Medical, Inc. Designs, develops, and commercializes implantable products for minimally invasive treatment of chronic sinusitis, eustachian tube dysfunction, and nasal airway obstruction. Stryker Corporation $664 $86 -$29 -$34 -34.0% 7.70x NM NM 10/23/2017 Exactech, Inc. Develops, manufactures, markets, distributes, and sells orthopedic implant devices, related surgical instrumentation, and biologic services. TPG Capital, L.P. $758 $264 $43 $23 16.3% 2.87x 17.6x 33.2x 6/7/2017 In'Tech Medical S.A.S. Develops and manufactures instruments and implants for orthopedic companies. Eurazeo PME $110 $62 NA NA NA 1.77x NA NA 2/15/2017 DePuy Synthes, Inc., Codman Neurosurgery Business Offers research, development, manufacture, marketing, distribution, and sale of healthcare equipment for neurosurgery procedures. Integra LifeSciences Holdings Corporation $1,045 $370 $115 $83 31.0% 2.82x 9.1x 12.6x 6/27/2016 Heartware International Inc. Designs, develops, manufactures, and markets miniaturized implantable heart pumps or ventricular assist devices for the treatment of advanced heart failure. Medtronic, Inc. $1,067 $262 -$36 -$45 -13.8% 4.07x NM NM 4/28/2016 St. Jude Medical, Inc. Develops, manufactures, and distributes cardiovascular medical devices for cardiac rhythm management, cardiovascular and atrial fibrillation therapy areas, and interventional pain therapy and neurostimulation devices for the management of chronic pain and movement disorder. Abbott Laboratories $30,003 $5,644 $1,600 $1,241 28.3% 5.32x 18.8x 24.2x 4/11/2016 Alcoa Remmele Medical Operations (nka:LISI MEDICAL Remmele) Offers components for spinal and orthopedic implant systems, including cervical plates and screws, pedicle screws, PEEK cages and orthopedic hooks, rods, and drivers. Hi-Shear Corporation; Lisi Medical SAS $102 $70 NA NA NA 1.46x NA NA 7/27/2015 X-spine Systems, Inc. Develops spinal implants and instrumentation for the treatment of spinal disease. Bacterin International Holdings, Inc. (nka:Xtant Medical Holdings, Inc.) $87 $42 $7 $5 17.3% 2.05x 11.8x 17.4x Mean 3.68x 14.0x 21.8x Median 2.87x 12.5x 20.8x Aggregate Mean 3.85x 14.9x 19.8x Aggregate Median 2.85x 14.4x 19.4x

 

 

21 CONFIDENTIAL Valuation Analysis Selected Public Companies / M&A Transactions Analysis Summary Note: LTM as of June 30, 2020. Financial performance metrics presented are adjusted to exclude public company costs and non - recu rring income (expenses); EBITDA excludes public company costs . Selected Public Companies / M&A Transactions Analysis Summary (RMB in thousands) Enterprise Valuation Multiples Valuation Summary Metric Aggregate Median Biopharmaceutical Companies Median Aggregate Median Biopharmaceutical Companies Median Selected Multiple Range Company Performance Enterprise Value Range EV / LTM EBITDA 5.5x - 49.6x 21.9x 15.4x 14.4x 14.7x 14.0x - 17.0x ¥ 1,476,549 ¥ 20,671,693 - ¥ 25,101,341 EV / 2020 EBITDA 5.1x - 41.3x 20.5x 13.7x NA NA 14.0x - 17.0x ¥ 1,449,292 ¥ 20,290,091 - ¥ 24,637,968 EV / 2021 EBITDA 4.2x - 36.7x 16.0x 12.1x NA NA 14.0x - 17.0x ¥ 1,476,781 ¥ 20,674,934 - ¥ 25,105,277 Enterprise Value Range ¥ 20,550,000 - ¥ 24,950,000 Implied Per Share Range (USD) $96.63 - $111.58 Implied Multiples EV / 2022 EBITDA 4.2x - 34.7x 13.7x 10.5x NA NA ¥ 1,555,969 13.2x - 16.0x EV / LTM EBIT 7.9x - 76.8x 27.1x 19.8x 19.4x 19.4x ¥ 1,294,454 15.9x - 19.3x EV / 2020 EBIT 7.6x - 60.9x 23.4x 17.4x NA NA ¥ 1,274,997 16.1x - 19.6x EV / 2021 EBIT 5.8x - 55.4x 18.3x 14.5x NA NA ¥ 1,299,014 15.8x - 19.2x EV / 2022 EBIT 5.8x - 53.8x 16.8x 12.5x NA NA ¥ 1,373,284 15.0x - 18.2x EV / LTM Revenue 1.22x - 17.64x 5.52x 3.43x 2.85x 2.83x ¥ 3,589,778 5.72x - 6.95x EV / 2020 Revenue 1.15x - 15.62x 5.52x 3.17x NA NA ¥ 3,723,403 5.52x - 6.70x EV / 2021 Revenue 1.07x - 12.04x 4.80x 3.01x NA NA ¥ 3,946,800 5.21x - 6.32x EV / 2022 Revenue 1.00x - 10.04x 3.95x 2.94x NA NA ¥ 4,332,128 4.74x - 5.76x M&A Transactions Aggregate Range Public Companies