F-1/A 1 d109784df1a.htm AMENDMENT NO.1 TO FORM F-1 AMENDMENT NO.1 TO FORM F-1
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As filed with the Securities and Exchange Commission on July 1, 2021.

Registration No. 333-257089

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1 TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LinkDoc Technology Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

 

Cayman Islands   7374   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

11/F Building A

Zhonggang International Square

Haidian District, Beijing, 100080

People’s Republic of China

+86 010-6268 0809

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Cogency Global Inc.

122 East 42nd Street,

18th Floor, New York, NY 10168

Tel: 800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Li He, Esq.

James C. Lin, Esq.

Davis Polk & Wardwell LLP

c/o 18th Floor, The Hong Kong Club Building

3A Chater Road, Central

Hong Kong

+852 2533-3300

   

David T. Zhang, Esq.

Steve Lin, Esq.

Kirkland & Ellis International LLP

c/o 26th Floor, Gloucester Tower,

The Landmark

15 Queen’s Road Central

Hong Kong

+852 3761-3300

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of
securities to be registered
  Amount of
securities to be
registered(2)(3)
  Proposed
maximum
offering price
per share(3)
  Proposed
maximum
aggregate
offering price(2)(3)
  Amount of
registration fee(4)

Class A ordinary shares, par value US$0.00008 per share(1)(2)

  43,300,000   US$4.875   US$242,750,625   US$26,484.1

 

 

(1)

American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333-257582). Each American depositary share represents four Class A ordinary shares.

(2)

Includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional ADSs. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(4)

US$10,910 of which was previously paid.

 

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

 


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Subject to completion

Preliminary Prospectus dated July 1, 2021

10,825,000 American Depositary Shares

 

LOGO

LinkDoc Technology Limited

Representing 43,300,000 Class A Ordinary Shares

 

 

This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of LinkDoc Technology Limited. We are offering a total of 10,825,000 ADSs, each representing four Class A ordinary share, par value US$0.00008 per share. The underwriters may also purchase up to 1,623,750 additional ADSs within 30 days to cover over-allotments, if any.

 

 

Prior to this offering, there has been no public market for the ADSs or our ordinary shares. We anticipate that the initial public offering price will be between US$17.50 and US$19.50 per ADS. We intend to apply to list the ADSs representing our Class A ordinary shares on the NASDAQ Global Select Market under the symbol “LDOC”.

 

 

Following the completion of this offering, our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Mr. Tianze Zhang, our Chief Executive Officer and director, will beneficially own all of our issued Class B ordinary shares and will be able to exercise 67.6% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a holder thereof to any non-affiliate to such holder, each of such Class B ordinary share will be automatically and immediately converted into one Class A ordinary share. See “Description of Share Capital.”

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

A number of investors, including certain existing shareholders and their affiliates and third-party investors, have indicated their interest in subscribing for an aggregate of US$115 million of the ADSs being offered in this offering, including (i) US$25 million from Alibaba Health (Hong Kong) Technology Company Limited, our existing shareholder, (ii) US$25 million from Lake Bleu Prime Healthcare Master Fund Limited, our existing shareholder, (iii) US$10 million from Aranda Investments Pte. Ltd., an entity indirectly wholly owned by Temasek Holdings (Private) Limited and affiliated with Esta Investments Pte. Ltd., our existing shareholder, (iv) US$25 million from UBS Asset Management (Hong Kong) Limited, (v) US$20 million from Hudson Bay Master Fund Ltd, and (vi) US$10 million from Sage Partners Master Fund. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. Assuming an initial public offering price of US$18.50 per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be at least 6,216,216 ADSs, representing approximately 57.4% of the ADSs being offered in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. However, because the indications of interest are not binding agreements or commitments to purchase, such investors may determine to purchase more, fewer or no ADSs in this offering, and we and the underwriters may determine to sell more, fewer or no ADSs to them. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by such investors as they will on any other ADSs sold to the public in this offering.

 

 

See “Risk Factors” beginning on page 22 for factors you should consider before buying the ADSs.

 

 

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

     Per ADS      Total  

Public offering price

   US$                    US$                

Underwriting discounts and commissions(1)

   US$        US$    

Proceeds, before expenses, to us

   US$        US$    

 

(1)

For a description of the compensation payable to the underwriters, see “Underwriting.”

The underwriters have a 30-day option to purchase up to an additional 1,623,750 ADSs from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on                     , 2021.

 

 

 

MORGAN STANLEY   BofA Securities   CICC

 

Tiger Brokers    Snowball

The date of this prospectus is                     , 2021.


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LOGO

LinkDoc LinkDoc Technology Limited LinkCare LinkData LinkSolutions LinkCare LinkData LinkSolutions


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LOGO

No.1 online oncology physician and patient engagement community in Chine (1) The Largest RWS service in Chine 2020, accounting for a market share of over 10%(1) World-leading proprietary technology platform with transformative efficiency, quality and accuracy 330+ Collaborated Hospitals (2) 39K Registered Physicians (2) Totally Cared Patients (2) 200+ being performed RWS projects (2) 2.5M+ longitudinally tracked patients (2) 180+ being performed clinical trial matching projects (2) ~330 revenue-generating institutional linksolutions customers (2) note: (1) according to the frost & Sullivan report ; (2) as of march 31, 2021


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TABLE OF CONTENTS

 

     Page  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     22  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     71  

USE OF PROCEEDS

     72  

DIVIDEND POLICY

     73  

CAPITALIZATION

     74  

DILUTION

     76  

ENFORCEABILITY OF CIVIL LIABILITIES

     78  

CORPORATE HISTORY AND STRUCTURE

     80  

SELECTED CONSOLIDATED FINANCIAL DATA

     84  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     87  

INDUSTRY OVERVIEW

     116  

BUSINESS

     131  

REGULATION

     159  

MANAGEMENT

     174  

PRINCIPAL SHAREHOLDERS

     183  

RELATED PARTY TRANSACTIONS

     187  

DESCRIPTION OF SHARE CAPITAL

     188  

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

     201  

SHARES ELIGIBLE FOR FUTURE SALE

     213  

TAXATION

     215  

UNDERWRITING

     221  

EXPENSES RELATING TO THIS OFFERING

     233  

LEGAL MATTERS

     234  

EXPERTS

     235  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     236  

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

     F-1  

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States.

Until                     , 2021 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

 

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to buy the ADSs. This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, or F&S, a third-party industry research firm, to provide information regarding our industry and market position in China. We refer to this report as the F&S Report. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Our Mission

Care data, Care life. We believe every patient journey tells a powerful story that teaches us something new about the disease and helps us find more effective treatment for future generations.

At LinkDoc, our mission is to make precision medicine and personalized care a reality by uncovering the story of every patient journey through the power of data and artificial intelligence.

Who We Are

We are a leading data-driven and AI-enabled healthcare technology company in terms of first-mover in cultivating high-quality medical data assets with the largest set of China oncology cohorts, according to Frost & Sullivan. We have successfully built China’s largest data-driven digital infrastructure for precision medicine, according to Frost & Sullivan, which consists of LinkCare, a digital continuous care platform for patients with critical diseases, LinkData, an AI-enabled curation system for longitudinal medical data, and LinkSolutions, a data-driven precision life sciences solution platform that helps life sciences companies accelerate clinical research and real-world evidence adoption. These three subsystems interact with one another to form an innovative data-driven digital infrastructure for personalized care and precision medicine with powerful flywheel effects, as illustrated by the following diagram.


 

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LOGO

LinkCare Platform is a patient-centric digital continuous care platform for patients with critical diseases. The platform integrates online and offline channels to help patients, especially those who suffer from cancer, better manage their illnesses as a chronic condition in and out of hospital. Working with healthcare providers and life sciences companies, we have conducted a large-scale multi-center retrospective study with a sample of 10,000 Chinese lung cancer patients which demonstrated that our LinkCare Platform has improved patients’ survival rates meaningfully. We conduct personalized follow-up care through our call centers and online channels, and allow patients to consult physicians online via our internet hospital and receive personalized disease management services. Since April 2015, we have cumulatively cared for over 3.5 million patients and provided longitudinal care for over 2.5 million patients. Our platform has become the largest oncology patient-centric continuous care platform in China, according to Frost & Sullivan.

As part of our digital continuous care platform, we have also built a growing nationwide network of 34 patient care centers as of March 31, 2021, increasing from 24 in the beginning of 2019, covering 28 provinces. These patient care centers provide patients with access to innovative therapeutic solutions and medication services and serve as a point of patient engagement with our digital continuous care platform. Through these touchpoints, we also collect, with patient consent, full longitudinal patient data with outcomes, which then becomes part of the input into our continuous care platform and our LinkData System.


 

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We monetize the LinkCare business through multiple channels: Currently our continuous patient care solutions generate the largest proportion of revenue through the sale of innovative medications, auxiliary medications and nutrition medications through our patient care centers, and providing infusion or injection services and other ancillary services to patients. The patient management as a service increases patient adherence, which not only improves patients’ treatment outcomes but also helps life sciences companies grow sales. Thus we monetize patient management as a service through charging service fees based on service contracts with life sciences companies and medical associations. We monetize our AI diagnosis and treatment services through charging system and service fees for our proprietary real-world data driven decision support system and on-premise solutions based on service contracts with hospitals. We intend to diversify our monetization model by providing more value-added services to patients, such as digital therapeutics and post-treatment patient care package, while expect that continuous patient care solutions will remain our major monetization method considering the patients’ current healthcare spending structure in China.

LinkData System is an AI-enabled curation system for longitudinal medical data. We use proprietary technology to establish cohorts and generate insights from these data. We are a first mover in cultivating high-quality medical data assets with the largest set of China oncology cohorts, according to Frost & Sullivan. High-quality cohorts are the cornerstone for our LinkSolutions, enabling life sciences companies to improve their drug development and commercialization efficiency. Our proprietary AI Engine is powered by knowledge graph, symbolic knowledge inference models, deep learning and other machine learning algorithms and is able to find correlations, patterns and build predictive models by analyzing healthcare data to deliver more personalized patient care on the LinkCare Platform.

LinkData is our core technology platform and R&D engine instead of monetization channel. We utilize its technology and monetize mainly through LinkSolutions Platform and LinkCare Platform. Certain technology solutions developed based on our LinkData System, such as our proprietary real-world data driven decision support systems and clinical trial management systems, are monetized either on our LinkCare Platform or as part of our LinkSolutions offerings.

LinkSolutions is a platform driven by real-world data, or RWD, that provides precision life sciences solutions to life sciences companies throughout their clinical and commercialization stages. Leveraging the strong patient and physician engagement capabilities on LinkCare Platform, and diverse patient cohorts we established through the LinkData System, our solutions include real-world study services, or RWS services, data insights and clinical trial matching. We are widely recognized as the industry leader and pioneer in the development and application of real-world evidence, or RWE, in China, with the highest real-world study services revenue in China in 2020, accounting for a market share of over 10%, according to Frost & Sullivan. The number of our life sciences company customers was 169 in the first quarter of 2021. As of March 31, 2021, our LinkSolutions services supported over 310 principal investigators, and covered approximately 57% of total approved new oncological indications that applied for clinical trials between 2017 and March 31, 2021 in China.

We monetize the LinkSolution business through multiple channels: We generate revenue from real-world study services by charging service fees for integrated clinical research services, including clinical trials research and management services, data collection and verification, on-site monitoring, safeguarding data quality and integrity, clinical data management and reporting services based on contracts with life sciences companies and hospitals. We generate revenue from data insights by charging fees either for customized research reports or access to our proprietary data analysis platform based on service contracts with life sciences companies. We generate revenue from clinical trial matching services by charging service fees for matching qualified candidates for enrollment in clinical trials based on recruitment contracts with life sciences companies. We intend to diversify our monetization model by supporting more real-word evidence application scenarios, strengthening our data analytical capability, and continuously optimizing our technology platform.


 

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LinkDoc Flywheel is created by the interaction of these three subsystems centered around LinkData, as illustrated by the following diagram. As LinkCare Platform serves more patients and physicians, we accumulate more unique real-world data. On one hand, as we process more real-world data through LinkData, its underlying AI Engine self-reinforces and becomes more intelligent over time, which in turn drives the continuous improvement of the LinkCare Platform and future development of novel digital therapeutics. On the other hand, as more unique real-world data leads to more patient cohorts established through LinkData, we can develop more new use cases for LinkSolutions. As more life sciences company customers use LinkSolutions for their clinical research and commercial adoption, we can develop stronger data curation capabilities for LinkData and serve more patients and physicians on the LinkCare Platform. This virtuous cycle fuels our growth, strengthens our relationship with key industry stakeholders, and, as a result, solidifies our leadership position.

 

LOGO

Where We Come From

Due to changes in life style, diet, and population aging in China, oncology and other chronic diseases are constantly increasing. The new cancer incidences in China were higher than any other country in the world in 2019. However, because of the unbalanced distribution of healthcare resources, patients may lose access to their initial point of care and medication service after they return home, resulting in low patient adherence which usually leads to lower survival rate. In the meantime, due to scattered healthcare resources, an experience-based training model, accumulating and sharing know-how effectively and managing patients efficiently post their discharge from hospitals especially for critical diseases such as oncology becomes challenging. Life sciences companies faces challenges for long period drug development and long cycle of drug commercialization and at the same time, they are lacking effective methods to collect feedback in the real world from patients and physicians in terms of drug usage and effect and are also unable to leverage this type of insights for potential indication expansion.

To fulfill the unmet needs of key stakeholders within the healthcare system in China, in 2014, we started our journey with the initial inspiration of creating insights by linking documents and linking doctors and thus we name our company as LinkDoc. Along the way, we are pursuing the vision to “care life” by digitalizing healthcare infrastructure to enable personalized patient care for everyone. We focus on oncology, one of the most complex and aggressive diseases, and we believe by tackling one of the most complicated disease could serve as a good foundation to leverage the experience and apply to other critical diseases. We have made great achievements in a short time since our inception: 1) as of December 31, 2015, we collaborated with around


 

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80 hospitals to establish lung cancer research centers, 2) as of December 31, 2017, we accumulatively provided services to around one million patients, 3) in 2018, the academic paper supported by us won Merit Award from American Society of Clinical Oncology (ASCO), and 4) as of December 31, 2019, our services realized 100% coverage of top 30 oncology diseases.

We began with collaborating with top hospitals, where the leading KOLs and best medical resources are centralized. To make the most out of the valuable experience of oncologists, we strategically focused our efforts on providing data solutions to oncologists in Class IIIA oncology hospitals, who have access to the most comprehensive oncology cases in China which is a critical foundation for producing high quality clinical data. We help them structure research-grade clinical data through big data and AI technologies and accumulate data insights in the meantime, which is the prototype of LinkData.

We are committed to providing better care for patients. At LinkDoc, we believe that learning from the experience of every patient is critical to improving the quality of care and accelerating research. As a natural extension of partnering with hospitals and top oncologists, we conducted numerous carefully-designed patient follow-ups, launched our internet hospital to connect patients with physicians and launched disease management solutions. For patients in dire needs for innovative drugs, we have built a nationwide network of patient care centers to provide them with easy access to high-quality medication services at the venues of their choices. We also cooperated with insurance service providers to improve medical services for the insured. These offerings to patients are integrated with our LinkCare Platform to improve patient care and accumulate more real-world data, which makes LinkData stronger.

We believe that big and high-quality data and the effective real-world evidence applications hold the key to transforming drug development and commercialization. To lower the prohibitively high cost of data processing while maintaining high data quality, we have in-house developed our proprietary double-reading / entry system (DRESS) engine and Fellow-X intelligent system. To accelerate innovative drugs research and development, indication expansion, commercialization and the adoption of precision medicine that will benefit many oncology patients, we proactively shape the regulatory policy for real-world evidence applications. Our co-founder, Mr. Ligang Luo, participated as the external expert and representative from the industry in the issuance of the first guidance on real-world data used for real-world evidence generation by Chinese Center for Drug Evaluation in 2020. We are gradually expanding our offerings on LinkSolutions to meet the most comprehensive client needs throughout the full life cycle of a drug covering the entire clinical and commercial stages.


 

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What We Have Achieved

While we believe we are only at the beginning of our journey, our results speak to the progress already achieved.

 

 

LOGO

 

 

Notes:

(1)   According to the Frost & Sullivan Report.

(2)   As of March 31, 2021 unless otherwise indicated.

Our Value Propositions

Our technology-enabled digital platform offers comprehensive online plus offline medical services along the longitudinal patient journey and advances precision medicine development. Leveraging our extensive user reach and strong data collection and analytics capabilities, we empower various key participants along the healthcare value chain and offer them compelling value propositions.

Value Propositions to Patients

 

   

Full life cycle disease management: We offer full life cycle disease management to patients throughout the entire diagnosis and treatment process inside and outside of hospital, making patients feel they are managing the disease, and the treatment progress is under control.

 

   

Better access to medical resources: LinkCare Platform with online and offline touchpoints transforms the overall patient experience to make scarce medical resources accessible to all patients beyond geographical constraints.


 

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Improved healthcare outcomes: Our services prolong the critical disease patient journey by increasing their life expectancy.

Value Propositions to Healthcare Providers

 

   

Higher operational efficiency: We transform the huge amount of scattered data into standardized and structured data and enable hospitals and physicians to make data-informed decisions, increase outpatient appointments, and raise patient management efficiencies.

 

   

Better accuracy of clinical diagnostics: AI diagnosis services offer oncology-specific analysis, supporting physicians throughout the entire diagnosis and treatment process by enabling intelligent interpretations, predictions and recommendations.

 

   

Stronger support to clinical research: LinkSolutions provides integrated solutions to support clinical researches by physicians and medical institutions, spanning research prior to project establishment, data analytics and integration, project management and final real-word evidence delivery.

Value Propositions to Life Sciences Companies

 

   

Enabling adoption of real-world evidence in clinical studies: Leveraging the diverse cohorts distilled from massive heterogeneous medical data, we are able to provide real-world evidence solutions for life sciences companies, and create impacts throughout research and development and commercial stages.

 

   

Acceleration of clinical studies: We use unique adaptive machine learning algorithms to match the alterations to a library of known signaling pathways and drug targets, to predict the effectiveness of personalized therapies and points of resistance. We are able to deliver to life sciences companies integrated and comprehensive results aimed to arrive at optimal patients’ suitability for specific clinical trials.

 

   

Reduced cost for post clinical launch: Our sophisticated retrospective database analytics, prospective real-world data collection technology platforms and scientific expertise enable us to address critical healthcare issues of cost, value and patient outcomes.

Value Propositions to Insurance Companies

 

   

Improve customer experience for insurance companies: By integrating our patient service with commercial health insurance products, we help such products better address the needs of different insured groups.

 

   

Data insights for tailored insurance products and sales: We utilize our analytics capabilities to find patterns and generate actionable insights to facilitate differentiated insurance product design and targeted insurance sales.

Our Industry Opportunities

We believe we are well equipped to capture the tremendous market opportunities.

 

   

China healthcare market: China is the second largest healthcare market in the world in terms of national healthcare expenditure for the year ended December 31, 2019 at US$944 billion, growing at a CAGR of 9.7% from 2015. With the increase of health awareness and personal disposable income, the total national healthcare expenditure is expected to boost up to US$2,529 billion in 2030 at a CAGR of 9.4% from 2019 to 2030.


 

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China healthcare big data solution market: Recognizing the strategic value of healthcare big data, the total market size of the healthcare big data solution market is increasing rapidly from US$1.0 billion in 2015 to US$4.1 billion in 2019 at a CAGR of 43.9%, and is expected to reach US$215.4 billion in 2030 at a CAGR of 43.3% from 2019 to 2030. Healthcare big data can be divided into real-world data and other healthcare big data, such as hospital operational data, etc. China’s real-world study service market demonstrated exponential growth from 2015 to 2030. The market size of China real-world study service increased from US$2.4 million in 2015 to US$41.7 million in 2019, and is expected to grow to US$7,390.9 million in 2030 with a CAGR of 60.1% from 2019 to 2030.

 

   

Oncology big data solution markets: Among all therapeutic areas in China, oncology has the highest growth rate in healthcare expenditures driven by the world’s largest oncology patient pool. The market size of oncology big data increased from US$0.5 billion in 2015 to US$2.1 billion in 2019 at a CAGR of 46.1%, and is expected to grow to US$119.6 billion in 2030 with a CAGR of 44.4% from 2019 to 2030.

Our Competitive Strengths

We believe the followings are our key competitive strengths.

 

   

World-leading proprietary technology platform with transformative efficiency, quality and accuracy

 

   

Largest set of China oncology cohorts leveraging nationwide hospital and health system coverage

 

   

Uniquely enabled real-world evidence applications in and beyond oncology

 

   

Disruptive solutions provide significant value-add to healthcare industry stakeholders and generate a diversified revenue mix

 

   

Strong validation from our expanding customer base among leading life sciences players

 

   

Deeply experienced and multidisciplinary management team with strong shareholder support

Our Growth Strategies

To transform the industry at scale, we plan to pursue growth through the following avenues.

 

   

Further expand patient coverage and augment the value of our LinkCare Platform

 

   

Deepen penetration into existing markets and diversify LinkSolutions

 

   

Strengthen data analytical capability and continuously optimize the technology platform

 

   

Expand therapeutic areas driven by unmet medical needs and drug innovations

 

   

Pursue strategic collaboration and selective acquisitions to strengthen existing ecosystem

Recent Development

In April and May 2021, we continued to focus on real-world study services by increasing customer spending, which led to a stronger performance of our LinkSolutions business in April and May 2021 compared to the same period in 2020. Meanwhile, certain types of medications we sell were added to the drugs catalogs for national basic medical insurance, or drugs catalogs, in early 2021, which led to a price reduction of such products provided in our patient care centers since early March. We have been taking various measures to tackle this challenge. We are actively adjusting our product mix through building strategic cooperation with leading life sciences companies to secure the supply of a broader range of oncology medications, leveraging our close partnership with Ali Health. In addition, we aim to offer more innovative medications and ancillary medications that are not likely to be added to the drugs catalogs in the near future. We cannot, however, guarantee that such measures can fully mitigate the negative impact of the inclusion of additional medications to the drugs catalogs on our business, financial condition and results of operations. See “Risk Factors—Risks Related to Regulations—We are subject to extensive and evolving regulatory requirements. We may be adversely affected


 

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by the complexity, uncertainties and changes in PRC regulations of healthcare, digital healthcare and internet-related business and companies, including limitations on our ability to own key assets.” In April and May 2021, we prioritized using our distribution capabilities to fulfill our internal needs, which led to a significant decrease in our medication sales to external customers. As a result, our LinkCare business in April and May 2021 is slightly weaker than that in the same period in 2020. Nevertheless, based on the current information available, our overall business performance in April and May 2021 remained relatively stable compared to that in the same period in 2020, and we will continually execute our strategies with a view to further augment the value of our LinkCare platform and diversify LinkSolutions.

Our Challenges

Investing in our ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties summarized below, the risks described under the “Risk Factors” section beginning on page 22 of this prospectus, including the risks described under the subsections headed “Risks Related to Our Business Approach”, “Risks Related to Regulations”, “Risks Related to Our Industry and Business Generally”, “Risks Related to Our Corporate Structure”, “Risks Related to Doing Business in China” and “Risks Related to the ADSs and this Offering”, and the other information contained in, this prospectus before you decide whether to purchase our ADSs.

Risks Related to Our Business Approach:

 

   

We are in the early stage of development with a limited operating history in an emerging and dynamic healthcare big data industry, and our historical results of operations and financial performance are not indicative of future performance.

 

   

The success of our LinkData System and LinkSolutions are dependent upon the robustness of the information we and others input into the system, and if we are unable to amass and input the requisite data to achieve these effects, our business will be adversely affected.

 

   

If we do not succeed in attracting new customers for our solutions or growing revenue from existing customers, we may not be able to achieve our revenue growth goals.

 

   

If we fail to keep up with rapid changes in big data analytics, AI and other technologies, our future success in our business, such as AI diagnosis, data insights, real-world study services and clinical trial matching may be adversely affected.

Risks Related to Regulations:

 

   

We are subject to extensive and evolving regulatory requirements. We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of healthcare, digital healthcare and internet-related business and companies, including limitations on our ability to own key assets.

 

   

If we fail to obtain and maintain the requisite licenses, permits and approvals applicable to our business, or fail to obtain additional licenses that become necessary as a result of new enactment or promulgation of laws and regulations or the expansion of our business, our business and results of operations may be materially and adversely affected.

Risks Related to Our Industry and Business Generally:

 

   

If we fail to develop widespread positive brand awareness, or our reputation is harmed by negative publicity with respect to us, our services and operations, our management and our business partners, our business may suffer.

 

   

If we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue or achieve and sustain profitability.


 

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Risks Related to Our Corporate Structure:

 

   

If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

 

   

We rely on contractual arrangements with our VIE and its shareholders to use, or otherwise benefit from, certain licenses and approvals we may need in the future, which may not be as effective as direct ownership in providing operational control.

Risks Related to Doing Business in China:

 

   

A severe or prolonged downturn in the PRC or global economy could materially and adversely affect our business, results of operations and financial condition.

 

   

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to the ADSs and this Offering:

 

   

An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly.

 

   

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

Our Corporate History and Structure

Our Corporate History

We commenced our operations in December 2014 through LinkDoc Technology (Beijing) Co., Ltd., or LinkDoc Beijing.

In December 2014, LinkDoc Technology Limited, our current ultimate holding company, was incorporated under the laws of the Cayman Islands.

In December 2014, LinkDoc Technology HK Limited, currently a wholly owned subsidiary of LinkDoc Technology Limited, was incorporated under the laws of Hong Kong.

In February 2015, LinkDoc Information Technology (Beijing) Co., Ltd., or LinkDoc Information, was incorporated in the PRC. LinkDoc Information is currently a wholly owned subsidiary of LinkDoc Technology HK Limited.

LinkDoc Information and LinkDoc Technology Limited have entered into a series of contractual arrangements, as amended and restated, with LinkDoc Beijing and its shareholders, through which we obtained control over LinkDoc Beijing and its subsidiaries. As a result, we are regarded as the primary beneficiary of LinkDoc Beijing and its subsidiaries. We treat them as our consolidated affiliated entities under U.S. GAAP, and have consolidated the financial results of these entities in our consolidated financial statements in accordance with U.S. GAAP. We refer to LinkDoc Information as our wholly foreign-owned entity, or WFOE, and to LinkDoc Beijing as our variable interest entity, or VIE, in this prospectus. For more details and risks related to our VIE structure, please see “—Contractual Arrangements With Our VIE And Its Shareholders” and “Risk Factors—Risks Related to Our Corporate Structure.”


 

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Our Corporate Structure

The following diagram illustrates our corporate structure, including our significant subsidiaries and VIEs, immediately upon the completion of this offering:

 

 

LOGO

 

Notes:

(1)

Beneficial ownership percentages represent beneficial ownership of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. See also “Principal Shareholders.”

(2)

Voting power percentages represent aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, and are calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our issued and outstanding ordinary shares and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Ordinary shares are not convertible into Class B ordinary shares under any circumstances. See also “Description of Share Capital— Ordinary Shares.”

(3)

Shareholders of LinkDoc Technology (Beijing) Co., Ltd. are Tianze Zhang (our director and CEO), Liping Li (our Executive Vice President), Ligang Luo (our COO), and Peng Tang (our former co-founder), each holding approximately 74.5%, 12.4%, 10.0% and 3.1%, respectively, of equity interests in LinkDoc Technology (Beijing) Co., Ltd. Tianze Zhang, Liping Li and Ligang Luo each holds approximately 19.7%3.5% and 2.9%, respectively, of our equity interests immediately prior to the completion of this offering.

(4)

We own an additional 7.2% equity interests in LinkDoc Biotechnology (Tianjin) Limited through other subsidiaries in our Group.

(5)

Yanan Wang (our employee), Longhai Yu, Guang Mei, Yingheng Wang, Zhixiong An hold 19.0%, 5.4%, 2.7%, 1.4% and 1.4%, respectively, of the equity interest in Beijing Hope Pharmaceutical Technology Co., Ltd.


 

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OUR CORPORATE INFORMATION

The principal executive offices of our main operations are located at 11th floor, Zhonggang Internaltional Square, 8 Haidian Street, Beijing, the People’s Republic of China. Our telephone number at this address is +86-010 6268 0809. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is COGENCY GLOBAL INC. located at 122 East 42nd Street, 18th Floor New York, NY 10168.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America’s Surface Transportation Act of 2015), or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions.

We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. See “Risk Factors—Risks Related to the ADSs and This Offering—We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.”


 

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TERMS WHICH APPLY TO THIS PROSPECTUS

Unless we indicate otherwise, all information in this prospectus reflects the following:

 

   

no exercise by the underwriters of their option to purchase up to 1,623,750 additional ADSs representing 6,495,000 Class A ordinary shares from us; and

Except where the context otherwise requires and for purposes of this prospectus only:

 

   

“ADSs” refers to the American depositary shares, each representing four Class A ordinary shares;

 

   

“auxiliary medication” refers to a type of drug that can increase the efficacy and reduce the side effects by affecting primary therapeutic drug’s absorption, mechanism and metabolism, or that can help with the disease prevention;

 

   

“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau;

 

   

“Class IIIA hospitals” refer to public hospitals of the top level in the NHC hospital classification system. Under the NHC hospital classification system, Class I hospitals refer to smaller local hospitals typically having fewer than 100 beds and primarily providing more basic healthcare services limited to the surrounding community. Class II hospitals are regional hospitals typically having 100 to 500 beds, providing multiple communities with integrated healthcare services and undertaking certain academic and scientific research missions. Class III hospitals are those larger and better regional hospitals in China typically having more than 500 beds, providing high-quality professional healthcare services covering a wide geographic area and undertaking higher academic and scientific research initiatives. Each hospital grade can be further divided into three sub-grades, and Class IIIA hospitals are the top tier hospitals in China;

 

   

“CRO” refers to Contract Research Organization, who provide research and development services covering discovery, pre-clinical and clinical stages, including drug metabolism and pharmacokinetics (DMPK) study, drug safety and toxicology study, bioanalysis, clinical trial monitoring, site management organization (SMO), data management and statistical analysis, etc.;

 

   

“EMR” refers to electronic medical records, which are the digital records in the hospitals typically containing information such as hospital admission, discharge and the course of a disease;

 

   

“innovative medication” refers to a type of drug that helps to deliver novel solutions to the patients for curing diseases that do not have satisfactory treatment available in the market;

 

   

“KA customers” refers to customers classified as key accounts by the Company, which are of strategic importance to the Company;

 

   

“LinkCare” refers to a patient-centric digital continuous care platform for patients with critical diseases;

 

   

“LinkData System” refers to an AI-enabled curation system for longitudinal medical data;

 

   

“LinkDoc,” “we,” “us,” “our company,” and “our,” refer to LinkDoc Technology Limited, a Cayman Islands company and its subsidiaries and, in the context of describing our operations and consolidated financial information, its consolidated variable interest entities, or VIEs;

 

   

“LinkSolutions” refers to a platform driven by real-world data, or RWD, that provides precision life sciences solutions to life sciences companies throughout their clinical and commercialization stages;

 

   

“longitudinal medical data” refers to the data over time and across systems which provides a holistic view of a patient’s medical history;


 

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“nutrition medication” refers to a type of drug providing essential nutrients that are required for the proper functioning of all the biochemical processes on which human bodies depend;

 

   

“Class A ordinary share” refers to our Class A ordinary shares, par value US$0.00008 per share, which will be outstanding upon the completion of this offering;

 

   

“Class B ordinary share” refers to our Class B ordinary shares, par value US$0.00008 per share, which will be outstanding upon the completion of this offering;

 

   

“RMB” or “Renminbi” refers to the legal currency of the People’s Republic of China;

 

   

“real-world data” or “RWD” refers to data derived from a number of sources that are associated with outcomes in a heterogeneous patient population in real-world settings, such as patient surveys, clinical trials, and observational cohort studies;

 

   

“real-world evidence” or “RWE” refers to evidence obtained from the real world, which are observational data obtained outside the context of randomized controlled trials and generated during routine clinical practice;

 

   

“shares” or “ordinary shares” refer to our ordinary shares, par value US$0.00008 per share, and upon the completion of this offering, to our Class A ordinary shares and Class B ordinary shares, par value US$0.00008 per share;

 

   

“US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States; and

 

   

“variable interest entities,” or VIEs, refers to the PRC entities of which we have power to control the management, and financial and operating policies and have the right to recognize and receive substantially all the economic benefits and in which we have an exclusive option to purchase all or part of the equity interests at the minimum price possible to the extent permitted by PRC law.

 

   

“WFOE” refers to LinkDoc Information Technology (Beijing) Co., Ltd.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals or percentages may not be an arithmetic calculation of the figures that preceded them.

Our reporting currency is the Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at the end of the applicable period, that is RMB6.5518 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 31, 2021. We make no representation that the Renminbi or U.S. dollars amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On June 25, 2021 the noon buying rate for Renminbi was RMB6.4545 to US$1.00.

This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party industry research firm, to provide information regarding our industry and market position in China. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.


 

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THE OFFERING

 

Offering price range

We currently estimate that the initial public offering price will be between US$17.50 and US$19.50 per ADS.

 

ADSs offered by us

10,825,000 ADSs (or 12,448,750 ADSs if the underwriters exercise their option to purchase additional ADSs in full).

 

The ADSs

Each ADS represents four Class A ordinary shares, par value US$0.00008 per share. The depositary will hold the Class A ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement.

 

  We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

 

  Subject to the terms of the deposit agreement, you may surrender your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any such ADS cancellation.

 

  We may amend or terminate the deposit agreement without your consent. If you continue to hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

 

  To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

 

Indication of Interests

A number of investors, including certain existing shareholders and their affiliates and third-party investors, have indicated their interest in subscribing for an aggregate of US$115 million of the ADSs being offered in this offering, including (i) US$25 million from Alibaba Health (Hong Kong) Technology Company Limited, our existing shareholder, (ii) US$25 million from Lake Bleu Prime Healthcare Master Fund Limited, our existing shareholder, (iii) US$10 million from Aranda Investments Pte. Ltd., an entity indirectly wholly owned by Temasek Holdings (Private) Limited and affiliated with Esta Investments Pte. Ltd., our existing shareholder, (iv) US$25 million from UBS Asset Management (Hong Kong) Limited, (v) US$20 million from Hudson Bay Master Fund Ltd, and (vi) US$10 million from Sage Partners Master Fund. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. Assuming an initial public offering price of US$18.50 per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be at least 6,216,216 ADSs, representing approximately 57.4% of the ADSs being offered in this


 

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offering, assuming the underwriters do not exercise their option to purchase additional. However, because the indications of interest are not binding agreements or commitments to purchase, such investors may determine to purchase more, fewer or no ADSs in this offering, and we and the underwriters may determine to sell more, fewer or no ADSs to them. See “Underwriting” for more information.

 

Ordinary shares

We will issue 43,300,000 Class A ordinary shares represented by the ADSs in this offering assuming the underwriters do not exercise their option to purchase additional ADSs.

 

  Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to 10 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any non-affiliate to such holder, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

 

  All options, regardless of grant dates, will entitle holders to the equivalent number of Class A ordinary shares once the vesting and exercising conditions on such share-based compensation awards are met in accordance to the 2015 Global Share Plan and 2021 Global Share Plan.

 

  See “Description of Share Capital.”

 

Ordinary shares outstanding immediately after this offering

293,644,556 Class A ordinary shares, par value US$0.00008 per share (or 300,139,556 Class A ordinary shares if the underwriters exercise their option to purchase additional ADSs in full) and 61,300,000 Class B ordinary shares, par value US$0.00008 per share.

 

Option to purchase additional ADSs

We have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of 1,623,750 additional ADSs.

 

Use of proceeds

We expect to receive net proceeds of approximately US$182.7 million from this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, based on an assumed initial public offering price of US$18.50 per ADS the midpoint of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

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  We plan to use the net proceeds of this offering primarily for the following purposes: (i) strengthen research and development capacities and technology infrastructures, and bring more oncologists, data scientists and other experienced professionals onboard; (ii) expand our patient care center network and service offerings, and other capital expenditure; (iii) pursue potential strategic investments and acquisitions; and (iv) other general corporate purposes. See “Use of Proceeds.”

 

Lock-up

We, our directors and executive officers, our existing shareholders and certain of our option holders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of the ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for the ADSs or ordinary shares for a period of 180 days after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

 

NASDAQ trading symbol

“LDOC”

 

Payment and settlement

The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on                 , 2021.

 

Depositary

Citibank, N.A.

 

Taxation

For Cayman, PRC and U.S. federal income tax considerations with respect to the ownership and disposition of the ADSs, see “Taxation.”

 

Risk Factors

See “Risk Factors” and other information included in this prospectus for discussions of the risks relating to investing in the ADSs. You should carefully consider these risks before deciding to invest in the ADSs.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to purchase up to 1,623,750 additional ADSs to cover overallotments, if any, in connection with the offering.

The number of ordinary shares that will be outstanding immediately after this offering:

 

   

is based upon 311,644,556 ordinary shares outstanding as of the date of this prospectus;

 

   

includes 43,300,000 Class A ordinary shares represented by the ADSs that we will issue and sell in this offering, assuming no exercise of the underwriters’ option to purchase additional ADSs representing Class A ordinary shares;

 

   

excludes 34,637,734 Class A ordinary shares issuable upon the exercise of 34,637,734 share options granted pursuant to the 2015 Global Share Plan as of the date of this prospectus; and

 

   

excludes 32,590,712 Class A ordinary shares available for future issuances upon the exercise of share options or pursuant to other equity awards to be granted pursuant to the 2015 Global Share Plan and 2021 Global Share Plan.



 

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated statements of operations data for the years ended December 31, 2019 and 2020, summary consolidated balance sheet data as of December 31, 2019 and 2020 and summary consolidated cash flow data for the years ended December 31, 2019 and 2020, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements of operations data for the three months ended March 31, 2020 and 2021, the summary consolidated balance sheet data as of March 31, 2021 and summary consolidated cash flow data for the three months ended March 31, 2020 and 2021 have been derived from our unaudited condensed consolidated financial statements appearing elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Summary Consolidated Financial Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.


 

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The following table presents our summary consolidated statements of operation data for the years ended December 31, 2019 and 2020, and the three months ended March 31, 2020 and 2021.

 

    For the Year Ended December 31,     For the Three Months Ended March 31,  
    2019     2020     2020     2021  
    RMB     %     RMB     US$     %     RMB     %     RMB     US$     %  
    (in thousands, except for percentages, shares and per share data)  

Summary consolidated statements of operations data

                   

Revenues

    498,995       100.0       941,603       143,717       100.0       158,548       100.0       223,225       34,071       100.0  

Cost of revenues

    (438,303     (87.8     (864,420     (131,936     (91.8     (144,649     (91.2     (209,957     (32,046     (94.1

Selling and marketing expenses

    (137,609     (27.6     (124,412     (18,989     (13.2     (23,921     (15.1     (36,983     (5,645     (16.6

General and administrative expenses

    (154,280     (30.9     (125,598     (19,170     (13.3     (26,863     (16.9     (43,591     (6,653     (19.5

Research and development expenses

    (180,662     (36.2     (86,924     (13,267     (9.2     (23,034     (14.5     (23,205     (3,542     (10.4

Loss on disposal of subsidiaries

    (1,024     (0.2     —         —         —         —         —         —         —         —    

Government grants

    5,012       1.0       8,773       1,339       0.9       834       0.5       294       45       0.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (407,872     (81.7     (250,977     (38,307     (26.7     (59,084     (37.3     (90,216     (13,770     (40.4

Interest expenses

    (10,323     (2.1     (12,223     (1,866     (1.3     (2,810     (1.8     (1,192     (182     (0.5

Interest income

    9,044       1.8       2,011       307       0.2       617       0.4       1,113       170       0.5  

Change in fair value of financial liabilities

    (22,156     (4.4     (229,114     (34,970     (24.3     (3,430     (2.2     (46,547     (7,104     (20.9

Investment income

    1,681       0.3       1,897       290       0.2       155       0.1       27       4       0.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (429,628     (86.1     (488,407     (74,545     (51.9     (64,554     (40.7     (136,815     (20,882     (61.3

Income tax (expense) / benefit

    (4,446     (0.9     (372     (57     —         405       0.3       (1,643     (251     (0.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (434,074     (87.0     (488,779     (74,602     (51.9     (64,149     (40.5     (138,458     (21,133     (62.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: Net income / (loss) attributable to redeemable noncontrolling interests

    2,651       0.5       (926     (141     (0.1     (219     (0.1     —         —         —    

Less: Net loss attributable to nonredeemable noncontrolling interests

    (12,941     (2.6     (11,914     (1,818     (1.3     (2,331     (1.5     (3,103     (474     (1.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to LinkDoc Technology Limited

    (423,784     (84.9     (475,939     (72,642     (50.5     (61,600     (38.9     (135,355     (20,659     (60.6

Deemed dividend to Series D+ Redeemable Convertible Preference Shares Holders

    —         —         (65,599     (10,012     (7.0     —         —         —         —         —    

Accretion of redeemable convertible preference shares

    (129,038     (25.9     (149,406     (22,804     (15.9     (34,884     (22.0     (46,563     (7,107     (20.9
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to ordinary shareholders

    (552,822     (110.8     (690,944     (105,459     (73.4     (96,484     (60.9     (181,918     (27,766     (81.5
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss per ordinary share

                   

—Basic and diluted

    (5.32       (6.59     (1.01       (0.92       (1.76     (0.27  

Weighted average number of shares outstanding used in computing loss per ordinary share:

                   

—Basic and diluted

    103,971,865         104,897,967       104,897,967         104,888,420         103,271,404       103,271,404    

 

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The following table presents our summary consolidated balance sheet data as of December 31, 2019 and 2020, and March 31, 2021.

 

    As of December 31,     As of March 31,  
    2019     2020     2021  
    RMB     RMB     US$     RMB     US$  
    (in thousands)  

Summary Consolidated Balance Sheet Data:

         

Cash and cash equivalents

    301,556       618,347       94,378       824,108       125,783  

Accounts receivable, net

    32,373       30,468       4,650       37,860       5,779  

Total current assets

    523,289       770,073       117,536       1,027,316       156,799  

Total assets

    617,115       853,769       130,311       1,110,128       169,439  

Total current liabilities

    128,998       746,960       114,008       747,455       114,084  

Total liabilities

    256,585       762,724       116,414       763,603       116,549  

Total mezzanine equity

    1,651,940       1,870,365       285,474       2,395,428       365,614  

Total shareholders’ deficit

    (1,291,411     (1,779,320     (271,577     (2,048,904     (312,724

Total liabilities, mezzanine equity and shareholder’s deficit

    617,115       853,769       130,311       1,110,128       169,439  

The following table presents our summary consolidated cash flow data for the years ended December 31, 2019 and 2020, and the three months ended March 31, 2020 and 2021.

 

    For the Year Ended
December 31,
    For the Three Months Ended
March 31,
 
    2019     2020     2020     2021  
    RMB     RMB     US$     RMB     RMB     US$  
    (in thousands)  

Summary Consolidated Cash Flow Data:

           

Net cash used in operating activities

    (379,560     (185,105     (28,253     (70,614     (127,891     (19,520

Net cash provided by/(used in) investing activities

    529,051       61,407       9,373       39,337       (53,219     (8,123

Net cash provided by/(used in) financing activities

    1,340       439,792       67,125       (900     383,383       58,516  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effect of foreign currency exchange rate changes on cash and cash equivalents

    863       (7,243     (1,106  

 

 

 

132

 

 

 

 

 

 

3,495

 

 

 

 

 

 

533

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in cash, cash equivalents and restricted cash

    151,693       308,850       47,140    

 

 

 

 

 

 

 

(32,045

 

 

 

 

 

 

 

 

 

 

 

205,768

 

 

 

 

 

 

 

 

 

 

 

 

31,406

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of the year/period

    163,864       315,556       48,163    

 

 

 

315,556

 

 

 

 

 

 

624,407

 

 

 

 

 

 

95,303

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at the end of the year/period

    315,556       624,407       95,303       283,511       830,174       126,709  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Financial Measure

In evaluating our business, we consider and use the non-GAAP financial measure of adjusted net loss, as supplemental measure to review and assess our operating performance. We believe that the non-GAAP financial measure facilitates comparisons of operating performance from period to period and company to company by


 

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adjusting for potential impacts of items, which our management considers to be indicative of our operating performance. We believe that adjusted net loss provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as it helps our management. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net loss as net loss excluding share-based compensation, change in fair value of financial liabilities and interest expenses related to long-term debts. We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. We also believe that the use of the non-GAAP measure facilitates investors’ assessment of our operating performance.

The non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as analytical tools. One of the key limitations of

using the non-GAAP financial measure is that it does not reflect all items of income and expense that affects our operations. Further, the non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

We compensate for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.

The following tables reconcile our adjusted net loss for the years ended December 31, 2019 and 2020, and for the three months ended March 31, 2020 and 2021, to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP, which are net loss:

 

     For the Year Ended
December 31,
    For the Three Months
Ended March 31,
 
     2019     2020     2020     2021  
     RMB     RMB     US$     RMB     RMB     US$  
     (in thousands)        

Net loss

     (434,074     (488,779     (74,602 )      (64,149     (138,458     (21,133

Adjustments:

            

Share-based compensation expenses

     12,681       14,565       2,223       1,867       10,320       1,575  

Change in fair value of financial liabilities

     22,156       229,114       34,970       3,430       46,547       7,104  

Interest expenses related to long-term debts

     9,922       12,220       1,865       2,807       1,192       182  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss

     (389,315     (232,880     (35,544     (56,045     (80,399     (12,272
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and the information in our consolidated financial statements and related notes, before making an investment in the ADSs. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. The market price of the ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.

Risks Related to Our Business Approach

We are in the early stage of development with a limited operating history in an emerging and dynamic healthcare big data industry, and our historical results of operations and financial performance are not indicative of future performance.

We were founded in 2014. As a fast growing company with a relatively limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our revenue increased from RMB499.0 million in 2019 and to RMB941.6 million in 2020, and from RMB158.5 million for the three months ended March 31, 2020 to RMB223.2 million for the three months ended March 31, 2021. Our revenue growth in recent periods may not be indicative of our future performance.

We believe growth of our revenue depends on a number of factors, including our ability to:

 

   

innovate and adapt our services and solutions to meet evolving needs of current and potential customers;

 

   

integrate our different business lines to create a flywheel effect/ a powerful virtuous circle

 

   

create and produce new solutions;

 

   

aggregate and process healthcare data for more hospitals, which is fundamental to the development and performance of our solutions;

 

   

continuously improve on the algorithms underlying our solutions;

 

   

the reliability, security and functionality of our platform and solutions;

 

   

adopt new technologies or adapt our information infrastructure to changing customer requirements or emerging industry standards;

 

   

adapt to a changing regulatory landscape governing privacy matters;

 

   

attract and retain talents; and

 

   

increase brand awareness among existing and potential customers through various marketing and promotional activities.

We cannot assure you that we will be able to accomplish any of these objectives. Our failure to accomplish any of these objectives may adversely affect our results of operations, financial condition and growth prospects.

The success of our LinkData System and LinkSolutions are dependent upon the robustness of the information we and others input into the system, and if we are unable to amass and input the requisite data to achieve these effects, our business will be adversely affected.

Our LinkData System becomes more valuable as more accurate and clinically relevant information is integrated into it, and our ultimate outputs and solutions provided for patients, life sciences companies and

 

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payors are therefore highly dependent on the information that is input into our system. As a result, we will need to consistently and continuously have access to and integrate the most medically relevant and cutting edge clinical, genomic, and outcome data on the individual level. In order to do so, we will rely on the access to both the medical records in hospitals and the follow-up patient outcomes through the longitudinal patient journey. If we fail to obtain authorization to collect data through either approach, we could be unable to amass enough data, keep an inflow of current and continuous data or integrate and access the data we currently have to continue to populate our oncology patient database. As a result, the flywheel effects we expect will not be fully realized and our business may be adversely affected.

If we do not succeed in attracting new customers for our solutions or growing revenue from existing customers, we may not be able to achieve our revenue growth goals.

We face challenges in expanding our customer base and growing revenues from existing customers. Our ability to attract new customers and keep the existing customers loyal depends on a number of factors, including our ability to offer high-quality solutions and services at competitive prices in response to customers’ needs, the evaluation by existing customers on the performance of our solutions, our ability to maintain comparative strength to our competitors and the effectiveness of our marketing and sales efforts. If we fail to perform well in any of these aspects, our ability to expand our customer base and grow revenues from existing customers could be impeded and, as a result, we may not be able to grow our net revenue as quickly as we anticipate, or at all.

Individual patient customers are our largest revenue contributors during the reporting period. As we principally deal with innovative, high-cost and complicated medications, individual patient customers’ demand are subject to the highly volatile policies related to the supply, pricing and insurance coverage of such medications. If adverse changes in the relevant policies incurred, our revenue from individual customers could be significantly reduced. In addition, the revenue contributed by individual patient customers are subjected to individualized and uncontrollable factors such as personal choices of medications and individual user experience. As to our life sciences companies, our second largest revenue contributors during the reporting period, their demand for our solutions is partially impacted by the pace at which the pharmaceutical industry in China embrace LinkSolutions. Given the strategic importance of LinkSolutions, if LinkSolutions fail to achieve or lose sufficient regulatory and market acceptance, we may not be able to substantially grow our revenues from this business segment with our life sciences companies.

If we fail to keep up with rapid changes in big data analytics, AI and other technologies, our future success in our business, such as AI diagnosis, data insights, real-world study services and clinical trial matching may be adversely affected.

We utilize AI technologies built data processing and analytics capabilities to develop our solutions. The success of our business will depend, in part, on our ability to adapt and respond effectively to the technology development in AI and big data analytics on a timely basis. If we are unable to develop new solutions that satisfy our customers and provide enhancements and new features for our existing solutions that keep pace with rapid technological and industrial change, our business, results of operations and financial condition could be adversely affected. If our competitors are able to deliver more efficient, convenient and secure solutions and services at lower prices by using new technologies, it could adversely impact our ability to maintain and increase our market share.

Our big data platform and solutions may be launched and used on a variety of technology platforms, and we need to continuously modify and enhance our services and solutions to adapt to changes and innovation in these technologies. Any failure of our big data platform and solutions to operate effectively with evolving or new platforms and technologies could reduce the demand for our solutions. We must continue to invest substantial resources in research and development to enhance our technology. We may never realize a return on investment on these efforts, especially if the improved or new technology fail to perform as expected, in which case our business, financial condition and results of operations could be adversely affected.

 

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We may be unable to appropriately allocate our financial and human resources across our broad array of product and service offerings.

We have a broad array of product and service offerings. Our management team will be responsible for allocating resources across these products and services, and may forego or delay pursuit of opportunities with certain products or services that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on attractive products or services or market opportunities. Our spending on current and future research and development programs and future products or services may not yield commercially viable products or services, or may fail to optimize the anticipated network effects of our medical ecosystem. If our management is unable to appropriately prioritize the allocation of our resources among our broad range of products and services in an efficient manner, our business may be adversely affected.

We have incurred net losses in the past. We expect to incur net losses in the future, and may not be able to achieve or maintain profitability.

We have incurred net losses in each fiscal year since inception and might continue to incur net losses for the foreseeable future as we are still at the early stage of commercialization. We experienced net losses of RMB434.1 million and RMB488.8 million during the years ended December 31, 2019 and December 31, 2020, respectively, and RMB64.1 million and RMB138.5 million for the three months ended March 31, 2020 and 2021, respectively. The losses were primarily due to the substantial devotion we made to grow our business and enhance our systems infrastructure and platforms. We anticipate that our operating expenses will increase substantially in the foreseeable future as we seek to continue to grow our business, including through strategic acquisitions, and build and further penetrate our client base and develop our product and service offerings. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses.

Our prior losses, combined with our expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital. We expect to continue to incur operating losses for the foreseeable future and may never become profitable on a quarterly or annual basis, or if we do, we may not be able to sustain profitability in subsequent periods. Our failure to achieve and sustain profitability in the future would negatively affect our business, financial condition, results of operations and cash flows, and could cause the market price of our common stock to decline.

Maintaining users’ trust in, the stickiness of and engagement on our patient care platform is critical to our success, and any failure to do so could severely damage our financial condition, result of operations and brand name.

We built the largest oncology patient-centric continuous care platform in China, according to Frost & Sullivan. We have been building our brand name and reputation for our digital patient care platform as we believe that our ability to maintain users’ trust in our digital patient care platform is critical to our success in the rapidly expanding digital medical service market in the PRC and globally. Our ability to maintain users’ trust in, stickiness of and engagement on our digital patient care platform is primarily affected by the following factors:

 

   

our ability to maintain superior user experience and the quality of services and products provided through our platform, including the delivery of care;

 

   

the breadth of offerings of our services and products and their efficacy in addressing our users’ needs and meeting their expectations;

 

   

the reliability, security and functionality of our platform;

 

   

our ability to adopt new technologies to changing user requirements or emerging industry standards;

 

   

our ability maintain qualified physicians’ trust in and stickiness with our platform; and

 

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our ability to increase brand awareness among existing and potential users through various marketing and promotional activities.

Any loss of trust in our LinkCare platform could harm the value of our brand and reputation, and result in participants ceasing to utilize our platform as well as reducing their stickiness of and engagement on our digital patient care platform, which could materially and adversely affect our business, financial condition and results of operations. Furthermore, there can be no assurance that our brand promotion efforts would be effective. Such efforts may be expensive, which may, in turn, materially and adversely affect our financial condition and results of operations.

Any negative review, comment or allegation about our Company, our physicians, hospital network, service providers in our healthcare business, among others, or services and products offered over our platform by the media, on social networks or other public online forums may harm our brand, reputation and public image. We may also face challenges from others seeking to profit from, or defame, our brand. Any of the foregoing may result in loss of potential and existing users or business partners for our digital patient care platform and, in turn, have a material adverse effect on our business, financial condition, results of operations and prospects.

If we fail to maintain qualified physicians’ trust in and stickiness with our platform, or fail to properly manage the conducts and quality of services rendered by the physicians on our platform, our business may be adversely affected.

The ability to collaborate with physicians is key to our business. We assist physicians to better serve patients with our integrated solutions including real-world study services, intelligent diagnosis and clinical trial matching. If our products or services have difficulties or lose competencies in meeting their professional requirements, or physicians are unwilling to digitalize their medical service or not used to our products, we could lose significant resources to our business.

The physicians we collaborate with provide services to patients through our internet hospital. Quality control of these physicians’ services could be challenging as well. We consider a variety of factors and conduct background check before entering into contractual arrangements with such physicians. We have also implemented quality control standards and procedures to manage their services. Nevertheless, as most of such physicians are not employed by us on a full-time basis, we have limited control over their practice and the quality of their services on our mobile platform. There can be no assurance that our monitoring of their services would be sufficient to control the quality of their work, or they will strictly adhere to the specified work scope and quality requirements and comply with applicable laws and ethical rules. In the event that a physician fails to meet our quality and operating standards pursuant to our agreements or as required by relevant PRC laws and regulations or ethical rules, the operations of our medical business may be disrupted. Furthermore, because of the contractual relationships, we could be perceived as responsible for the actions of such physicians and, as a result, this could materially and adversely affect our business, financial condition, results of operations and reputation.

We may become subject to medical liability claims resulting from medical personnel’s malpractice or other unforeseeable emergencies, which could cause us to incur significant expenses and be liable for significant damages if not covered by insurance.

We face risks of medical liability claims against our physicians and us. As we primarily deal with oncology and other critical diseases, such medical liability claims could involve significant amounts. Although we carry insurance covering medical malpractice claims in amounts that we believe are appropriate in light of the risks attendant to our business, successful medical liability claims could result in substantial damage awards that may exceed the limits of our insurance coverage. We carry medical service liability insurance for our registered physicians in relation to the provision of consultation services over our platform. See “Business—Insurance.” Medical service liability insurance premiums may increase significantly in the future, particularly as we expand our services. As a result, adequate medical service liability insurance may not be available to our physicians or us in the future on commercially acceptable terms, or at all.

 

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Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our medical team and physicians from our operations, which could have a material adverse effect on our business, financial condition, results of operations and reputation.

Our sale of pharmaceutical and healthcare products is subject to a variety of risks, which may materially affect our business, financial condition and results of operations.

We generate a vast majority of our revenues from the sale of pharmaceutical and healthcare products. The revenues generated from the sale of pharmaceutical and healthcare products accounted for 75.0% and 85.5% of our total revenues in 2019 and 2020, respectively, and 87.0% and 80.2% of our total revenues in the first quarter of 2020 and 2021, respectively. Maintaining and increasing sales of pharmaceutical and healthcare products is subject to a variety of risks, including:

 

   

inability to successfully execute effective marketing and promotional programs necessary to maintain and increase awareness of our brand and products, to the extent permitted by applicable PRC laws and regulations;

 

   

failure to implement effective pricing and other strategies in response to market competition;

 

   

inability to respond to changes in demand and preferences of our users in a timely manner;

 

   

inability to stock an adequate supply of pharmaceutical and healthcare products that meet the demand of our users;

 

   

our inability to obtain and maintain regulatory or governmental permits, approvals and clearances, or to pass PRC government inspections or audits; and

 

   

the risk of, and resulting liability from, any contamination, injury or other harm caused by any use, misuse or misdiagnosis involving products sold or healthcare services provided by us.

The occurrence of any such risks may cause a decrease in our product sales or demand for our services, damage our overall business and reputation, and may have a material and adverse effect on our financial condition and results of operations.

Sale of prescription drugs is subject to stringent scrutiny, which may expose us to risks and challenges.

Sale of prescription drugs is subject to stringent scrutiny, which may expose us to risks and challenges. In particular, under the Administrative Measures for the Supervision and Administration of Circulation of Pharmaceuticals promulgated by the former China Food and Drug Administration (the “CFDA”), the predecessor of the National Medical Products Administration (the “NMPA”) in 2007, a company is prohibited from either selling prescription drugs to consumers without prescription or selling prescription drugs via internet or by post. A company in violation of such prohibitions will be instructed to rectify, given a disciplinary warning, and/or imposed an administrative penalty of no more than RMB30,000 per violation. The newly revised Drug Administration Law of the People’s Republic of China, or the Drug Administration Law, abolishes the restriction on online sale of prescription drugs and adopts the principle of keeping online and offline sales consistent. In November 2020, NMPA published for public comment the Draft Measures for the Supervision and Administration of Online Pharmaceuticals Sales (the “Draft Measures”), aiming to enhance the supervision of online pharmaceutical sales and related platform services. The Draft Measures provides specific and explicit rules for the online sales of prescription drugs, which is perceived to be more conducive to online prescription drug sellers including us, but also presents challenges for us to be in compliance. The Draft Measures provides that, among others, online prescription drug sellers shall (i) ensure the accuracy and reliability of the source of e-prescription, (ii) keep records of any e-prescription for at least five years and no less than one year after the expiration date of the prescription drugs, and (iii) disclose safety warnings including “prescription drugs should only be purchased and used with prescriptions and guidance of licensed pharmacists” when displaying information of prescription drugs.

 

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It remains uncertain that our sales model and online platform are and will be in full compliance with the relevant laws and regulations or any new laws and regulations that may be promulgated in the future, which are evolving and subject to changes. Any failure to comply with such laws and regulations could subject us to disciplinary warnings and administrative penalties, which may in turn materially and adversely affect our business, results of operations, financial condition and prospects. Additionally, we cannot assure you that our scrutiny measures and mechanism will be effective or sufficient. There may be loopholes in our scrutiny measures and such measures may not be able to detect prescriptions abuse or fraudulent orders effectively and timely. As the methods used to bypass or cheat our scrutiny measures may change frequently and may not be recognized until they succeed, we may be unable to anticipate these methods or to implement adequate preventative measures. Failure to effectively screen the sale of prescription drugs could expose us to liability under PRC laws and regulations, which may incur significant liability and our business, financial condition and results of operations could be materially and adversely affected.

We may be unable to source sufficient volumes of innovative, high-cost and complicated pharmaceutical products from life sciences companies or distributors.

We source the pharmaceutical and healthcare products we sell from our suppliers, primarily large medical distributors or life sciences companies. We source certain innovative and complicated pharmaceutical products from limited suppliers, such as Durvalumab (IMFINZI®) and Camrelizumab (AiRuiKaTM). Given that we are typically dealing with large medical distributors or life sciences companies with strong bargaining power, we cannot assure you that we will be able to maintain our relationships with our suppliers and continue to be able to source pharmaceutical and healthcare products in stable quantities and at reasonable prices or at all. Failure to do so could adversely affect our product supply and have a material adverse effect on our businesses, operating results and financial condition. In some cases, we depend upon a single source of supply. Any such supply shortages or loss of any such single source of supply could adversely affect our reputation, results of our operations and financial condition.

Some of the pharmaceutical and healthcare products that we sell on our platform are manufactured in whole or in substantial part outside of China. In most cases, the products or merchandise are imported by our suppliers and sold to us. As a result, significant changes in tax or trade policies, tariffs or trade relations between China and other countries or any changes in their local policies, such as the imposition of unilateral tariffs on imported products, any negative sentiments towards China in response to increased import tariffs and other changes in China’s trade regulations, could result in significant increases in our costs, restrict our access to suppliers, depress economic activity, and have a material adverse effect on our businesses, operating results and cash flows.

Failure to manage our inventory effectively could have a material and adverse effect on our business, financial condition and results of operations.

We are required to manage a large volume of inventory effectively for our medication services. There is no assurance that we will be able to maintain optimal prediction accuracy. Demand may be affected by new product launches, changes in product life cycles and pricing, product defects, changes in customer spending patterns, manufacturer back orders and other problems, and our users may not order products in the quantities that we expect. In addition, when we begin selling a new product, it may be difficult to establish supplier relationships, determine appropriate product selection, and accurately forecast demand. We cannot assure you that we will be able to maintain proper inventory levels for our medication services at all times, and any such failure may have a material and adverse effect on our business, financial condition and results of operations.

In addition, innovative and high-cost drugs account for a significant portion of our products, the fragile features of which often have the most specific storage management requirements. These medications may also be temperature sensitive and require special handling through the shipping process such as refrigeration or freeze protection. If we fail to properly implement these storage arrangements, these high-value medicines could be damaged and subject us to a heightened risk of significant inventory write-downs or write-offs.

 

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We may be subject to liabilities for content available on our platform that is alleged to be factually incorrect, defamatory, libelous or otherwise unlawful.

We post articles and other contents on our patient care platform to promote healthcare, disease and recovery care knowledge and instigate mobile users’ interests in our offerings, which in turn enhance the stickiness of the users. Under PRC law, we are required to monitor content, including content posted or distributed by our users or available on our platform for items deemed to be factually incorrect or defamatory, and promptly take appropriate actions with respect to such content items. Sometimes, it is not apparent as to whether a piece of information is factually incorrect or involved other types of illegality, and it may be difficult to determine the type of content that may expose us to liabilities. We have implemented the terms of users for our patient care platform through which users agree to take all responsibilities and legal consequences for their use of the platform; however, we cannot assure that all users will read through and strictly follow these terms and policies. Our burden to administer the content may be exacerbated as we gradually introduce more features and functions to our platform, such as discussion panel or other interactive features to allow users to share thoughts and consultation experience. If we are found to be liable, we may be subject to fines, have our relevant business operation licenses revoked, or be prevented from operating our websites or mobile interfaces in the PRC.

Although we have implemented measures to review content in light of the relevant laws and regulations before they are published on our platform, such measures may not be effective and we may still be subject to potential liabilities, in which case our patient management as a service business may suffer.

If the validity of informed consent from a patient enrolled in a trial or follow-up program is questioned, we could be forced to stop using some of our resources, which would adversely affect our business.

We have implemented measures designed to ensure the medical data has been collected only from subjects who have provided appropriate informed consent for purposes which extend to our product development activities. We seek to ensure that the data is provided for processing in a manner that does not use readily individually identifiable information of the subject. We also have measures in place to ensure that the subjects from whom the data and samples are collected do not retain or have conferred on them any proprietary or commercial rights to the data or any discoveries derived from them.

The subject’s informed consent obtained could be challenged in the future, and those informed consents could prove invalid, unlawful, or otherwise inadequate for our purposes. Any findings against us could deny us access to or force us to stop using some of our collected data, which would adversely affect our business. We could become involved in legal challenges, which could consume our management and financial resources.

The design or performance defects in our proprietary technologies in our data intelligence system could materially and adversely affect our results of operations.

We rely on our proprietary AI and big data technologies to deliver our solutions. Our proprietary technologies are relatively new, and they may contain design or performance defects that are not detectable even after extensive internal testing and may become apparent only after widespread commercial use. Any defect in those technologies as well as their subsequent alterations and improvements could hinder the effectiveness of our platform and the reliability of our solutions and discourage existing or potential customers from utilizing our solutions, which would have a material and adverse effect on our reputation, competitiveness and future prospects. In addition, correction of defects or errors could prove to be impossible or impracticable and the costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition and results of operations. Our AI and big data solutions are subject to product liability laws of China. If the technologies underlying our solutions are found to have design or performance defects, we may be liable for product liability claims in China. Although we have not experienced any product liability claims to date arising from our technologies and solutions, we cannot assure you that we will not face any product liability claims in the future.

 

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We partially rely on supporting staff to collect and update the healthcare data on our platform. We cannot rule out the possibility that they may inaccurately process data in such a process, which may in turn compromise the quality of our data analysis results.

We partially rely on manual entries by supporting staff to enrich and update the de-identified healthcare data. Therefore, the quality of data could be compromised if supporting staff fail to log the original healthcare data into the platform accurately. We could not rule out the possibility of certain text or information being misidentified, mistranslated or inaccurately categorized when our data solution team performs the natural language processing. We have developed and installed a rigorous quality control system to detect mistakes, but we cannot guarantee all mistakes committed in data translation or all non-usable, corrupted or redundant data could be identified and cured. Any such mistakes or errors could lead to defect or inaccuracy in our big data platform and solutions, which could lead to liabilities against us, deter prospective customers and harm our reputation, business and results of operations.

We may not be able to generate sufficient revenue from the LinkSolutions at the current stage to achieve and maintain profitability.

We rely on the commercialization of LinkSolutions, primarily including our real-world study service, data insights and clinical trial matching to generate revenue. We recognized a total revenue of RMB120.0 million for the year ended December 31, 2020, and RMB36.0 million for the three months ended March 31, 2021 from LinkSolutions. Notably, many aspects of LinkSolutions are still at early stage of commercialization. We will need to continue to expand our marketing efforts of the existing products and broaden real-world evidence’s application in the life cycle of a medicine throughout clinical and commercial stages. We cannot assure you that we will be able to achieve or maintain profitability. If we fail to successfully commercialize the cutting edge LinkSolutions, we may never receive a return on the substantial investments in product development, sales and marketing, manufacturing and quality assurance that we have made, as well as further investments we intend to make, which may cause us to fail to generate revenue and gain economies of scale from such investments.

Our success of real-world study services will depend on our ability to use highly complex data to produce high-quality evidence in commercial stages, and our failure to do so would have an adverse effect on our operating results and business.

Data quality is at the core of our business model. In order to generate research and regulatory grade data, we strictly evaluate original data collected based on their consistency, integrity, identifiability, accuracy, richness and completeness to filter non-usable, corrupted or redundant data. Further, in order to achieve maximum outcomes of real-world study services, we collect data through authorized access to the medical records by each hospital and follow through the longitudinal patient journey to capture patient outcomes. Despite the above efforts, at the current stage there is no universally recognized standard of medical data quality, especially in the emerging domain of real-world, which make it difficult to evaluate and grade medical data. If our data quality could not meet the standard of relevant authorities, it could adversely affect the acceptance our real-world study services.

There can be no assurance that RWD-driven solutions would obtain regulatory and market acceptance in the future.

Our RWD-driven solutions offered by LinkSolutions may never gain significant acceptance in the marketplace and, therefore, may never generate substantial revenue or profits for us. Our ability to achieve commercial market acceptance for our RWD-driven solutions will depend on our ability to convince key thought lenders, physicians, life sciences companies, payors and other key healthcare industry stakeholders of the clinical utility of our entire product offering, as well as the willingness of physicians, life sciences companies, payors and other players to utilize products. Although CDE has issued the first guidance on real-world evidence in 2020, the overall development of real-world evidence are still at initial stages. Failure to achieve widespread regulatory and market acceptance for our RWD-driven solutions could materially harm our business, financial condition and results of operations.

 

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Key account (KA) customers currently comprise a substantial proportion of our LinkSolutions revenue. If we cannot produce qualified products and services for customers in a timely manner, we may lose customers and our reputation may be harmed.

Our implementation capacity has at times constrained our ability to successfully implement our offering for our clients in a timely manner, particularly during periods of high demand. If the customer implementation process is not executed successfully or if execution is delayed, we could incur significant costs, customers could become dissatisfied and decide not to increase usage of our offering, or not to use our offering beyond an initial period prior to their term commitment or, in some cases, revenue recognition could be delayed. In addition, competitors with more efficient operating models with lower implementation costs could penetrate our customer relationships.

Additionally, KA customer, including top 20 global or domestic life sciences companies in 2020, listed life sciences companies in Hong Kong as of 2020 and key medical associations, accounting for 60.9% of our total LinkSolutions revenue in 2020. KA customers may request or require specific features or functions unique to their particular business processes, which increase our upfront investment in sales and deployment efforts and the revenue resulting from the clients under our typical contract length may not cover the upfront investments. If prospective large customers require specific features or functions that we do not offer, then the market for our offering will be more limited and our business could suffer.

In addition, supporting KA customers could require us to devote significant development services and support personnel and strain our personnel resources and infrastructure. Furthermore, if we are unable to address the needs of these clients in a timely fashion or further develop and enhance our offering, or if a client or its constituents are not satisfied with the quality of work performed by us or with the offerings delivered or professional services rendered, then we could incur additional costs to address the situation, we may be required to issue credits or refunds for pre-paid amounts related to unused services, the profitability of that work might be impaired and the client’s dissatisfaction with our offerings could damage our ability to expand the number of applications and services purchased by that client. Furthermore, if a client or its constituents do not opt into or need certain aspects of our offering, there may not be enough demand for that aspect of our offering to warrant future purchases by that client, or the client may seek to terminate their relationship with us. KA customers may not renew their agreements, seek to terminate their relationship with us or renew on less favorable terms. Moreover, negative publicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective clients. If any of these were to occur, our revenue may decline and our operating results could be adversely affected.

We may have difficulty in recruiting patients for our business partners’ clinical trials. Our clinical trial patient recruitment services may be adversely affected if we fail to recruit quality patients.

Identifying, screening and enrolling patients to participate in our business partners’ clinical trials is critical to our success, and we may not be able to identify, recruit and enroll a sufficient number of patients with the required or desired characteristics to complete our business partners’ clinical trials in a timely manner. We may have difficulty enrolling patients, for example, if our competitors have ongoing clinical trial matching programs for similar products and the patients who would otherwise be eligible for our clinical trial matching programs instead enroll in our competitors’ clinical trials. We may also experience enrollment delays related to unforeseen regulatory, legal and logistical requirements at certain clinical trial sites. If we cannot maintain a high success rate of our clinical trial matching programs, we may lose business to our competitors.

 

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Risks Related to Regulations

We are subject to extensive and evolving regulatory requirements. We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of healthcare, digital healthcare and internet-related business and companies, including limitations on our ability to own key assets.

We are operating a multifaceted business spanning healthcare industries, which the PRC government extensively regulates. Foreign ownership of and the licensing and permit requirements pertaining companies in such industries and the access and usage of healthcare data are among such areas that are subject to government scrutiny. These laws and regulations related to healthcare and digital healthcare industries are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC government regulation of such industries include, but are not limited to, the following:

 

   

We operate our business and hold licenses through our VIEs and their respective affiliates due to restrictions on foreign investment in businesses providing value-added telecommunication services.

 

   

Uncertainties relating to the regulation of the medical big data business, internet hospital business and other internet business in general in China, including evolving licensing practices, give rise to the risk that some of our permits, licenses or operations may be subject to challenge, which may be disruptive to our business, subject us to sanctions or require us to increase capital, compromise the enforceability of relevant contractual arrangements, or have other adverse effects on us. The numerous and often vague restrictions on access to healthcare data, user data, content distributed online, and liabilities as platform provider for contracted external physicians in China may subject us to potential liability, temporary blockage of our platform or complete shut-down of our platform or business.

 

   

Although we have not received notice of violation or faced administrative actions in connection with the arrangement that our business is operated via the VIEs and their respective affiliates, we cannot assure that the PRC government will not find such practice incompliant with PRC laws and regulations or the interpretation thereof, in which case we could be subject to severe penalties or be forced to relinquish our interests in those operations.

 

   

Any unfavorable regulatory changes related to sales of medicines and healthcare products may also increase our compliance burden and materially and adversely affect our business, profitability and prospects. Certain other laws, rules and regulations may affect the pricing, demand and sales of medicines and healthcare products, such as those relating to the inclusion of products in the drugs catalogs for national basic medical insurance, on-the-job injury insurance and maternity insurance, or drugs catalogs, jointly promulgated by the National Healthcare Security Administration and the MOHRSS. The drugs catalogs are subject to periodical review and adjustment and are affected by the negotiations between life sciences companies and government authorities. If certain medications we sell are added to the drugs catalogs, it usually leads to price reduction of such products provided in our patient care centers. Certain innovative medications we sell were added to the drugs catalogs in early 2021, which led to a price reduction of such products provided in our patient care centers since early March, while the corresponding cost of sales remained relatively stable in that period. As a result, in the first quarter of 2021, the percentage of cost of revenues to revenues for the LinkCare business substantially increased primarily due to a sharp increase in the percentage of cost of revenues to revenues for continuous patient care solution as compared to the same period in 2020. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020—Cost of Revenues.” The price reduction also hampered the performance of our continuous patient care solution in April and May 2021 as compared with the same period in 2020. Furthermore, the addition of medications to the drugs catalogs usually provides patients with more access to such medications from hospitals which increases competition and might have negatively affected the patient demand for similar medications that we offered. While we have implemented certain measures to mitigate the

 

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impact and reduce future risk brought by the adjustment of drugs catalogs, such as preemptively managing our inventory of medications that are likely to be affected, developing our product mix to include more innovative medications that are not likely to be included in the catalogs in the near future and negotiating protective terms with distributors and life sciences companies from whom we purchase medications, the adjustments of drugs catalogs is subject to multiple factors including the negotiations between the life sciences companies and the relevant regulators that we cannot control or accurately predict. We cannot assure you that the measures we have adopted can fully mitigate the negative impact of the inclusion of medications to the drugs catalogs on our business, financial condition and results of operations. There can be no assurance that future regulatory adjustments will not affect the supply, demand, cost and price of our products, which could have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that subsequent laws and regulations or interpretation of existing ones would not render our operations non-compliant or that we would always be in full compliance with applicable laws and regulations. In the event that we must remedy any violations, we may be required to modify our business models as well as solution and service offerings in a manner that undermines our solutions’ and services’ attractiveness. We may also become subject to fines or other penalties and, if we determine that the requirements to operate in compliance are overly burdensome, we may elect to terminate the non-compliant operations. In each case, our business, financial condition and results of operations may be materially and adversely affected.

If we fail to obtain and maintain the requisite licenses, permits and approvals applicable to our business, or fail to obtain additional licenses that become necessary as a result of new enactment or promulgation of laws and regulations or the expansion of our business, our business and results of operations may be materially and adversely affected.

Healthcare and digital healthcare industries in China are highly regulated, which require multiple licenses, permits, filings and approvals to conduct and develop business. As of the date of this Prospectus, we have obtained the following valid licenses through our subsidiaries or VIEs: value- added telecommunication business operation license for provision of internet information services, or ICP License, value-added telecommunication business operation license for the offering of call center services, or Call Center License, filings in connection with graded protection of information system security, online drug information offering license, pharmaceutical operation permit, GSP certificate, medical institution practice license and class II medical device production license. As of the date of this Prospectus, we haven’t obtained online publishing service license for our Kuaixingfang(快杏方) platform, which could result in administrative penalties such as shutdown of the online publications database, deletion of all relevant online publications, confiscation of illegal gains and raw materials and other items, fines, etc. Furthermore, as of the date of this Prospectus, we haven’t obtained Call Center License for our operations in Tianjin. As a result, we could be subject to charging correction, confiscation of illegal gains, fines, and suspension of operation. Our financial result could be materially affected and our operations could be disrupted.

Our business processes a large amount of data. Data protection, privacy and similar laws in China and other jurisdictions restrict the collection, use and disclosure of personal information, and failure to comply with or adapt to changes in these laws could materially and adversely harm our business.

We contract with hospitals and other customers in China and other jurisdictions, to help digitalize and process a large volume of medical information and certain of such information may be at individual patient level. Although hospitals allow us to access the private cloud that we build for them for the purposes of providing maintenance services, data processing and data quality control, we do not collect or store any individually identifiable healthcare data in our big data platform and solutions for hospitals. Nevertheless, our access to the data in connection with providing maintenance, data processing and data quality control services may expose us and our contracted hospitals to compliance risk with respect to data protection and privacy-related laws and regulations, and any failure to comply with such laws and regulations by us or our contracted hospitals may face

 

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administrative actions that limit our access to the healthcare data, as a result, our operations could be disrupted. In addition, during our operations, our collection or storage of certain healthcare data may not be in full compliance with the applicable laws. We have not been subject to any penalties from the competent governmental authorities for our collection or storage of healthcare data.

The access, collection, use, storage, sharing, transfer, disclosure and security of personal data and healthcare data, including individually identifiable or de-identified health information and clinical trial patient-specific information, are highly regulated in China and other jurisdictions. While we strive to comply with data protection laws and regulations, as well as our privacy policies and other obligations we may have with respect to privacy and data protection, the failure or perceived failure to comply with these laws, regulations or policies may result in inquiries and other proceedings or actions against us by government authorities or others, as well as negative publicity and damage to our reputation and brand, each of which could cause us to lose customers. In addition, there has been an increase in regulatory activities in connection with privacy and data protection in China, and the regulatory landscape is becoming more complex with increasingly strict requirements. To the extent new laws and regulations are enacted or promulgated, or new interpretations and applications of existing privacy and data protection laws or regulations are adopted, our access to and use of de-identified healthcare data could be further restricted, and we may be required to implement new or enhanced security measures. Any additional enactment or promulgation of such laws or regulations may, among other things, substantially escalate our compliance costs and place restrictions on our business model.

We face risks associated with uncertainties relating to Regulation for the Administration of Human Genetic Resources.

The collection, preservation, usage and outbound provision of human genetic resources in the PRC are governed by Regulation for the Administration of Human Genetic Resources, or HGR Regulation, except for activities relating to human genetic resources conducted for some specific purposes including clinical diagnosis and treatment. According to HGR Regulation, human genetic resources include both human genetic resource materials and human genetic resource information. Human genetic resource materials refer to genetic materials such as organs, tissues and cells that contain hereditary substances such as human genomes and genes, and human genetic resource information refers to information materials such as data generated from human genetic resource materials. We believe our collection, preservation and usage of healthcare data in our services are governed by HGR Regulation.

The Biosecurity Law of the PRC which became effective on April 15, 2021, among other things, restates relevant approval or pre-filing requirements of human genetic resources collection, preservation, usage and outbound provision, as provided in the HGR Regulation. Pursuant to HGR Regulation, there are some limitations for foreign entities, individuals and such entities established or actually controlled thereby (“Restricted Entities”, and each, a “Restricted Entity”) to engage in activities relating to human genetic resources. For example, the Restricted Entity is not allowed to collect or preserve human genetic resources of China, while it is prohibited from using human genetic resources of China unless that such Restricted Entity have obtained an approval from relevant government authority or have filed with relevant government authority for international cooperation with a domestic entity. We cannot assure you that our VIE entities will not be deemed as Restricted Entities in the future, given the lack of clear statutory interpretation regarding HGR Regulation. If our VIE entities are deemed as the Restricted Entities by relevant government authority, our real-world study and other services, among others, would be adversely affected and we may no longer be able to collect or preserve healthcare data in our real-world study services, and with respect to usage of healthcare data, we may have to cooperate with domestic entities and be required to obtain approvals or file with relevant government authority for such cooperation which could result in additional cost and our business, financial condition and results of operations will be adversely affected.

As of the date of the Prospectus, we have not been subject to any penalties from the competent governmental authorities for our collection, preservation and usage of healthcare data in our services. However,

 

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regulatory agencies in China may periodically, and sometimes abruptly, change their enforcement practices. Therefore, prior enforcement activity, or lack of enforcement activity, is not necessarily predictive of future actions. The regulatory framework for the administration of human genetic resources is also evolving and may remain uncertain for the foreseeable future. Failure to comply with existing or future HGR laws and regulations, including the HGR Regulation and the Biosecurity Law, may subject us to penalties, including fines, suspension of related activities and confiscation of related HGR and gains generated from conducting these activities.

Any failure to comply with anti-corruption and anti-bribery laws of China and other jurisdictions could subject us to penalties and other adverse effects.

Our business involves large volume of business solicitations and development activities targeting public hospitals, regulators and policy makers as well as companies in the private sector, which exposes us to potential risk of violation by our employees and agents of anti-corruption and anti-bribery laws of China and other jurisdictions. For example, under the Anti-Unfair Competition Law of China and its implementing rules, any commercial bribery committed by an employee of a given company will be deemed as conduct of such company unless it has evidence to rebut the presumption, and the offering of anything of value to employees, agents or representatives of any given transacting party or to any person with substantial influence over the decision making of the transacting party with an intent to obtain business opportunities or commercial advantages constitutes bribery. The scope of bribery includes not only kickbacks, gifts and other things of value or benefit transfer, but also rebates that are not properly recorded or evidenced in accounting. Therefore, any wrongdoings committed by our employees, even if committed without our knowledge or in violation of our policies, or any bad practice in terms of record keeping of the spending by our employees during the business development process, could subject us to anti-corruption and anti-bribery law liabilities.

While we have implemented policies, internal controls and other measures reasonably designed to promote compliance with applicable anti-corruption and anti-bribery laws and regulations and provide training to all employees or agents, we cannot assure that each of them is able to strictly follow the guidance or, in situations not covered by the guidance, could use a good judgment as to the dos and don’ts. Any violations of these anti-corruption laws by our employees, or even allegations of such violations, can lead to an investigation and/or enforcement action, which could disrupt our operations, involve significant management distraction, and lead to significant costs and expenses, including legal fees. If we, or our employees or agents acting on our behalf, are found to have engaged in practices that violate these laws and regulations, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting government business, and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation, our sales activities or our stock price could be adversely affected if we become the subject of any negative publicity related to actual or potential violations of anti-corruption and anti-bribery laws and regulations.

Risks Related to Our Industry and Business Generally

If we fail to develop widespread positive brand awareness, or our reputation is harmed by negative publicity with respect to us, our services and operations, our management and our business partners, our business may suffer.

We believe that developing and maintaining widespread awareness of our brand is critical to achieving widespread adoption of our offering and attracting new customers. If we fail to successfully promote and maintain our brand, or incur substantial expenses in doing so, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our offerings.

Any malicious or negative allegation made by the media or other parties about our company, including but not limited to our management, business, compliance with law, financial condition or prospects, whether with

 

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merit or not, could severely compromise our reputation and harm our business and operating results. In addition, negative publicity about our partners, outsourced service providers or other counterparties, such as negative publicity about their loan collection practices and any failure by them to adequately protect the information of our borrowers and investors, to comply with applicable laws and regulations or to otherwise meet required quality and service standards could harm our reputation. If any of the foregoing takes place, our business and results of operations could be materially and adversely affected.

If we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue or achieve and sustain profitability.

While the PRC healthcare big data market is in an early stage of development, it is, and is expected to be, increasingly competitive. We currently face competition in the PRC digital medical service industry against a variety of traditional IT companies with healthcare services, traditional CROs, healthcare consulting companies and healthcare big data solution specialists, which provide solutions in the specific markets we address. Our competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger user bases or greater financial, technological or marketing resources than we do. As a result, our competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards or user requirements than us and may have the ability to initiate or withstand significant regulatory changes and industry evolvement. Competition from our competitors may also result in continued pricing pressures, which is likely to lead to price declines in certain of our product or service lines, and may, in turn, adversely affect our profitability and market share.

Meanwhile, new competitors or alliances that have greater market share, larger user bases, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and larger sales forces than us may emerge, which could put us at a competitive disadvantage. In light of these factors, even if our service is more effective than those of our competitors, current or potential users may accept competitive services in lieu of ours. If we are unable to successfully compete in the digital medical service market, our business, financial condition and results of operations may be materially and adversely affected.

We cannot guarantee that our new business initiatives will be successfully implemented or generate sustainable revenue or profit.

We continue to execute a number of growth initiatives, strategies and operating plans designed to diversify our business and unleash the monetization potential of our leading position in the healthcare big data solution market. For example, in leading the real-world study services in both research and commercial scenarios, we launched multiple products including real-world study service, data insights and clinical trial matching. In addition, we are developing innovative solutions to provide better services to patients, such as electronic medication, digital therapeutics, AI diagnosis and patient management programs. We also offer technology solutions to commercial medical insurance industry, aiming to provide value-based services to patients through developing innovative insurance products, enabling faster and more accurate insurance underwriting and expediting claim processing.

These business initiatives are still at the early stages of development and haven’t become our major revenue contributors. We cannot assure you that any of these business initiatives will achieve wide market acceptance, increase the penetration of our addressable market or generate revenues or profit. If our efforts fail to enhance our monetization abilities, we may not be able to maintain or increase our revenues or recover any associated costs, and our business and results of operations may be materially and adversely impacted.

If we fail to perform our services in accordance with contractual requirements, we could be subject to significant costs or liability and our reputation could be harmed.

We contract with our customers to provide a wide range of solutions to assist them in areas such as healthcare management, clinical research, real-world evidence study, data mining and analysis, and patient

 

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recruitment for clinical trials. Such services are complex and subject to contractual requirements, and any mistake or failure to perform in accordance with contractual specifications on our part could result in our customers suing us for breach of contract as well as other severe consequences. For example, if the free-form medical information in natural language is inaccurately translated when we perform the natural language processing, physicians’ clinical research and other solutions based on such data could be compromised, or if our data processing results in leakage of personal medical information or otherwise fails to observe the regulatory standard, be it inadvertent or not, we may face severe administrative actions, claims and liabilities. For another instance, non-compliance with contractual specification when we perform the data analysis for life sciences companies and other clients may result in our customers suing us for breach of contract, disqualification of data for submission to regulatory authorities or inaccurate market prediction. Any such mistake or failure to perform in accordance with contractual requirements and standards may harm our reputation and business, result in administrative actions or heavy civil and contractual liabilities, and may deter prospective customers.

Failure to manage our growth effectively could increase our expenses, decrease our revenue and prevent us from implementing our business strategy.

We have been experiencing a period of growth. To manage our anticipated future growth effectively, we must continue to maintain and may need to enhance our information technology infrastructure, financial and accounting systems and controls and manage expanded operations in geographically-diverse locations. We also must attract, train and retain a significant number of qualified sales and marketing personnel, professional services personnel, software engineers, technical personnel and management personnel. Failure to manage our rapid growth effectively could lead us to over invest or under invest in technology and operations, could result in weaknesses in our infrastructure, systems or controls, could give rise to operational mistakes, losses, loss of productivity or business opportunities, and could result in loss of employees and reduced productivity of remaining employees. Our growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of new services. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our revenue could decline or may grow more slowly than expected, and we may be unable to implement our business strategy.

Past and future investments in and acquisitions of complementary assets, technologies and businesses may fail and may adversely affect our business, results of operations and financial performance.

We have invested in or acquired, and may in the future invest in or acquire assets, technologies and businesses that we believe are complementary to our existing business. For example, over the past few years, we acquired a number of third-party patient care centers, which have been integrated into our nationwide network of patient care centers. However, our investments or acquisitions may not yield the results we expect. In addition, investments and acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, significant amortization expenses related to intangible assets and exposure to potential unknown liabilities of the acquired business. Furthermore, if such goodwill or intangible assets become impaired, we may be required to record a significant charge to our results of operations. Such investments and acquisitions may also require our management team to devote a significant amount of attention. Moreover, the cost of identifying and consummating investments and acquisitions, and integrating the acquired businesses into ours, may be significant, and the integration of acquired businesses may be disruptive to our existing business operations. We may also have to obtain approval from the relevant PRC governmental authorities for the investments and acquisitions and comply with any applicable PRC rules and regulations, which may be costly. In the event that our investments and acquisitions are not successful, our results of operations and financial condition may be materially and adversely affected.

The continued and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we lose their services.

Our success depends on the continued and collaborative efforts of our senior management, especially our executive officers, including our founder, Mr. Zhang Tianze. If, however, one or more of our executives or other

 

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key personnel are unable or unwilling to continue to provide services to us, we may not be able to find suitable replacements easily or at all. Competition for management and key personnel is intense and the pool of qualified candidates is limited. We may not be able to retain the services of our executives or key personnel, or attract and retain experienced executives or key personnel in the future. If any of our executive officers or key employees joins a competitor or forms a competing business, we may lose crucial business secrets, technological know-how, advertisers and other valuable resources. Each of our executive officers and key employees has entered into an employment agreement with us, which contains non-compete provisions. However, we cannot assure you that they will abide by the employment agreements or our efforts to enforce these agreements will be effective enough to protect our interests.

If we are unable to recruit, train and retain qualified personnel or if we fail to do so in a cost-efficient manner, our business may be materially and adversely affected.

Our rapid growth also requires us to hire and retain a wide range of talents who can adapt to a dynamic, competitive and challenging business environment and are capable of helping us develop online and offline capabilities. We will need to continue to attract and retain experienced and capable personnel at all levels as we expand our business and operations. Competition for talent in the Chinese healthcare industry is intense, and we may need to offer a more attractive compensation and other benefits package, including share-based compensation, to attract and retain them. Even if we were to offer higher compensation and other benefits, there is no assurance that these individuals will choose to join or continue to work for us. Any failure to attract, retain or motivate experienced and capable personnel could severely disrupt our business and growth.

We depend on third-party suppliers and service providers for different aspects of our business. If these suppliers and service providers can no longer provide satisfactory products or services to us on commercially reasonable terms, our business and results of operations could be adversely affected

We depend on third parties for different aspects of our business. Selecting, managing and supervising these third-party suppliers and service providers requires significant resources and expertise. Poor performance by these third parties, including their failure to provide services or products according to applicable legal and regulatory requirements, the terms of our contracts or otherwise below standard, could significantly and negatively affect the quality of our cancer therapy selection tests and damage our reputation.

In addition, the service or procurement agreements we have with third-party suppliers and service providers are generally not on an exclusive basis. If these third parties do not continue to maintain or expand their cooperation with us, we would be required to seek new substitutes for these third-party material or service providers, which could disrupt our operations and adversely affect our results of operations.

Our business and results of operations may be harmed by service disruptions to our cloud service provider and information technology systems, or by our failure to timely and effectively scale and adapt our existing technologies and infrastructure.

We may experience in the future, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, hardware failure, computer viruses, fraud and security attacks. While we have disaster recovery plans in place, they might not adequately protect us in the event of a system failure. Any disruption or failure in our system or the technology infrastructure could hinder our ability to deliver solutions and services, and the day-to-day management of our business, and could result in corruption, loss or unauthorized disclosure of proprietary, confidential or other data, which in turn may harm our reputation and business, entail claims and liabilities and deter prospective customers.

Failure to make adequate contributions to various government-sponsored employee benefits plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government-sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations,

 

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complete related registration with the competent authorities and contribute in their own names to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where our employees are based. The requirements of employee benefit plans have not been implemented consistently by the local governments in China given the different levels of economic development in different locations.

We have not completed the relevant employee benefit plan registrations for some of our subsidiaries in China because they have no employees or a very small number of employees, and the social insurance and housing fund contributions we paid for certain of our employees may be found inadequate under PRC law. We also entrust third-party agencies to pay social insurance and housing fund contributions for some of our employees. Local authorities may impose late fees, pecuniary penalties or other administrative actions on us for our noncompliance. If local authorities determine that we failed to complete the relevant employee benefit plan registrations and make adequate contributions to any employee benefits as required by relevant PRC regulations, we may face late fees or fines in relation to the non-completion of such registrations and underpaid employee benefits. In addition, our provision for these liabilities may not be adequate. As a result, our financial condition and results of operations may be materially and adversely affected.

We have granted, and may continue to grant, share incentives, which may result in increased share-based compensation expenses and negatively impact our results of operations.

We have adopted a share option plan in 2015, or the 2015 Global Share Plan, and another share option plan in 2021, or the 2021 Global Share Plan, which shall be effective upon the completion of this offering, to provide additional incentives to employees, directors and consultants. As of the date of this prospectus, options to purchase a total of 34,637,734 ordinary shares are outstanding under the 2015 Global Share Plan, and there are a total of 32,590,712 ordinary shares authorized for future grants under the 2015 Global Share Plan and the 2021 Global Share Plan. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based compensation to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

We rely on a combination of copyright, trademark, patent and other intellectual property laws, trade secret protection and confidentiality and invention assignment agreements with our employees and third parties and other measures to protect our intellectual property rights. We have been enriching our intellectual property portfolio. However, there can be no assurance that any of our pending patents, trademarks, software copyrights or other intellectual property applications will issue or be registered. Any intellectual property rights we have obtained or may obtain in the future may not be sufficient to provide us with a competitive advantage, and could be challenged, invalidated, circumvented, infringed or misappropriated.

Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain and use our copyrighted content and other intellectual property. Monitoring for infringement or other unauthorized use of our intellectual property rights is difficult and costly, and such monitoring may not be effective. From time to time, we may have to resort to courts or administrative proceedings to enforce our intellectual property rights, which may result in substantial cost and diversion of resources. The PRC has historically afforded less protection to a company’s intellectual property than other developed regions such as the United States and, therefore, companies such as ours operating in the PRC face an increased risk of intellectual property piracy.

 

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We may be subject to intellectual property infringement claims or other allegations, which could result in payment of substantial damages, penalties and fines and removal of data or technology from our system.

Our internal procedures and licensing practices may not be effective in completely preventing the unauthorized use of copyrighted materials or the infringement by us of other rights of third parties. The validity, enforceability and scope of protection of intellectual property rights in internet-related industries, particularly in China, is uncertain and still evolving. As we face increasing competition and as litigation becomes a more common way to resolve disputes in China, we face a higher risk of being the subject of intellectual property infringement claims. As of the date of this Prospectus, five of our registered trademarks are subject to the invalidation allegations and 1 trademark application is subject to the oppositions from third parties. In addition, a portion of the articles published in our Kuaixingfang (快杏方) platform have not obtained the authorization from their authors, thus could be subjected to the risks of copyright infringement. The adverse effects are partially mitigated by the fact that, the registered trademarks and the trademark application are not material to our business and operations, and with respect to the articles in our Kuaixingfang (快杏方) platform, the revenue generated therefrom is minimal, and we are in the process of removing the articles from the platform.

We face risks related to natural disasters, health epidemics, civil and social disruption and other outbreaks, which could significantly disrupt our operations. In particular, the COVID- 19 outbreak in China and worldwide has adversely affected, and may continue to adversely affect, our business, results of operations and financial condition

The recent COVID-19 outbreak has created unique global and industry-wide challenges, including challenges to our business. In early-2020, the COVID-19 outbreak resulted in the temporary closure of many corporate offices, hospitals and research laboratories of life sciences companies across China. The population in most of the major cities was locked down to a greater or lesser extent. Our employees were unable to go to our offices for an extended period, which negatively impacted our operational efficiency. Our clinical trial matching business was also adversely affected as the patient recruitment for clinical trials were significantly restricted during the COVID-19 pandemic. In addition, normal economic life throughout China was sharply curtailed as well. Clients’ demand for our data solutions and services witnessed downturn during this period.

While many of the restrictions on movement within China have been relaxed as of the date of this prospectus, there is great uncertainty as to the future progress of the disease and whether countries around the world (including China) could be hit by subsequent waves of COVID-19 infections. Relaxation of restrictions on economic and social life may lead to new cases which may lead to the re-imposition of restrictions. If there is not a material recovery in the COVID-19 situation, or it further deteriorates in China or globally, our ability to provide efficient services and solutions, especially on-premise services, could be restricted, and our business, results of operations and financial condition could be adversely affected. Our clinical trial matching services for oncology clinical trials which usually require multiple hospital visits were negatively affected by the lock-down measures, with a revenue decrease of 14.9% from RMB76.6 million in 2019 to RMB65.1 million in 2020. Our overall business operation was largely unaffected by the COVID-19 pandemic. Our selling and marketing expenses decreased by 9.6% from RMB137.6 million in 2019 to RMB124.4 million in 2020 due to the COVID-19 pandemic’s impact on offline marketing activities. Our general and administrative expenses decreased by 18.6% from RMB154.3 million in 2019 to RMB125.6 million in 2020, mainly due to government relief of social insurance given the COVID-19 pandemic. Although our business operations have fully recovered from the COVID-19 pandemic in the first quarter of 2021, we cannot assure you that our business will not be further affected in the future due to the uncertainties of the COVID-19 pandemic.

In addition to the impact of COVID-19, our business could be materially and adversely affected by natural disasters, other health epidemics or other public safety concerns affecting the PRC. Natural disasters may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate our platforms and provide services and solutions. Our business could also be adversely affected if our employees are affected by health epidemics. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Chinese economy in general.

 

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Our business may be materially and adversely affected by adverse news, scandals or other incidents associated with China’s healthcare industry.

As the industries we are operating in are new and the regulatory framework for these industries is also evolving, negative publicity about these industries may arise from time to time. Negative publicity about the industries we are operating in in general may also have a negative impact on our reputation, regardless of whether we have engaged in any inappropriate activities.

Incidents that inspire doubt as to the quality or safety of the products or services offered in the general healthcare industry in China or around the world have been, and may continue to be, subject to widespread media attention. Such incidents may damage the reputation of not only the parties involved, but also the healthcare industry in general, even if such parties or incidents have no relation to us, our management, our employees, our brand partners, or our platform. There may also be a decrease in consumer demand for healthcare related products and services, especially from individual consumers, if these negative incidents diminish the trust of consumers in the Chinese health and wellness market. Such negative publicity, and any resultant decrease in demand for our products and services, may adversely affect our reputation and business operations.

We invest significantly in research and development, and we may not be able to recoup the investments we make, which in turn could adversely impact our financial condition and results of operations.

Our success depends in part on our ability to continually enhance our core capabilities and solutions. If we are unable to respond to rapid technological changes in a cost-effective manner and develop new features and functions that satisfy our customers’ demands, our solutions and other services may become less marketable and less competitive, and our business, results of operations may be adversely affected.

We have made, and will continue to make, investments in research and development which we believe to be helpful to our business, such as AI and big data technologies. Although investments in research and development are critical to our success, they may not yield the desired results. We may experience difficulties that could delay or impede the development, after having committed significant time and financial resources. Even if research and development projects successfully lead to new core capabilities or solutions, they may require lengthy period of time for testing before commercial launch, and the final solutions we offer to the market may not be well-received by our customers or generate sufficient revenue to cover the expenses incurred.

If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ADSs may be adversely impacted.

Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we establish and maintain internal control over financial reporting and disclosure controls and procedures. An effective internal control environment is necessary to enable us to produce reliable financial reports and is an important component of our efforts to prevent and detect financial reporting errors and fraud. Upon the completion of this offering, we will become a public company subject to the Sarbanes-Oxley Act of 2002. Section 404 requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2022. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

In the course of auditing our consolidated financial statements as of and for the year ended December 31, 2020, we and our independent registered public accounting firm identified a material weakness in our internal

 

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control over financial reporting. According to the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to the lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and the SEC reporting requirements to formalize, design, implement and operate key controls over financial reporting process to address complex U.S. GAAP accounting issues and related disclosures in accordance with U.S. GAAP and financial reporting requirements set by the SEC. We are in the process of implementing a number of measures to address the material weakness. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting.” However, we cannot assure you that these measures may fully address the material weakness and deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we or our auditor may identify other deficiencies in our internal control over financial reporting that are deemed to be material weaknesses and render our internal control over financial reporting ineffective. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.

We may be subject to litigation and regulatory investigations and proceedings, and may not always be successful in defending ourselves against such claims or proceedings.

Our business operations entail substantial litigation and regulatory risks, including the risk of lawsuits and other legal actions relating to medical disputes, fraud and misconduct, labor disputes of employees, sales and customer services and control procedures deficiencies, as well as the protection of personal and confidential information of our users and business partners, among others. We may be subject to claims and lawsuits in the ordinary course of our business. We may also be subject to inquiries, inspections, investigations and proceedings by relevant regulatory and other governmental agencies. Actions brought against us may result in settlements, injunctions, fines, penalties or other results adverse to us that could harm our business, financial condition, results of operations and reputation. Even if we are successful in defending ourselves against these actions, the costs of such defense may be significant to us. A significant judgement or regulatory action against us or a material disruption in our business arising from adverse adjudications in proceedings against our Directors, officers or employees would have a material adverse effect on our liquidity, business, financial condition, results of operations, reputation and prospects.

We have limited business insurance coverage, which could expose us to significant costs and business disruption.

Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies do in more developed economies. We do not have any business liability or disruption insurance to cover our operations. In particular, we currently do not maintain business interruption insurance or key-man insurances. It is costly to insure these risks and difficult to acquire such insurance on commercially reasonable terms. Any uninsured occurrence may disrupt our business operations, expose us to liabilities, require

 

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us to incur substantial costs and divert our resources, which could have an adverse effect on our results of operations and financial condition.

Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.

We lease properties for our patient care centers. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could materially and adversely affect our business, financial condition and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations could materially and adversely affect our business and operations.

Our use of some leased properties could be challenged by third parties or government authorities, which may cause interruptions to our business operations.

Some of the lessors of our leased properties have not provided us with their property ownership certificates or any other documentation proving their right to lease those properties to us. If our lessors are not the owners of the properties and they have not obtained consents from the owners or their lessors, our leases could be invalidated. If this occurs, we may have to renegotiate the leases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable to us. In the event of sublet by one of our subsidiaries to another without prior written consent of the lessor, the lessor may require us to compensate for damages. Furthermore, one of our lessors has filed an application for bankruptcy, and all the properties belonging to the lessor at the time of acceptance of the application for bankruptcy by the court until the termination of the bankruptcy proceedings shall be the “properties of the debtor”, which shall be managed by the bankruptcy administrator under PRC Law. In this case, the bankruptcy administrator has the right to rescind or continue the performance of contracts that have been concluded before the acceptance of the bankruptcy application but have not been completed by both the debtor and the other party. If the bankruptcy administrator decides to terminate our lease with the lessor, we may not be able to continue the use of the premise. In addition, a substantial portion of our leasehold interests in leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines if we fail to remediate after receiving any notice from the relevant PRC government authorities. Also, in the event that the actual use of our leased properties is inconsistent with the use registered on the land use right certificate or our leased properties are on allocated land, the competent authorities may require the lessors to return the land and impose fines on the lessors, or confiscate the proceeds from the leasing of the properties and imposed fines on the lessor if such properties are leased without their consent or handing in such income, as applicable. We can provide no assurance that we will not be subject to the aforementioned penalties as a lessee to the properties, and the relevant lease agreements may be deemed to be in breach of the law and therefore be void.

As of the date of this prospectus, we are not aware of any material claims or actions being contemplated or initiated by government authorities, property owners or any other third parties with respect to our leasehold interests in or use of such properties. However, we cannot assure you that our use of such leased properties will not be challenged. In the event that our use of properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations. In addition, we may become involved in disputes with the property owners or third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. As a result, our business, financial condition and results of operations may be materially and adversely affected.

 

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Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

Foreign ownership of telecommunication businesses is subject to restrictions under current PRC laws and regulations. For example, foreign investors are generally not allowed to own more than 50% of the equity interests in an information service provider or other value-added telecommunication service provider (other than e-commerce, domestic conferencing, store-and-forward, and call center services) and the major foreign investor in a value-added telecommunication service provider in China must have experience in providing value-added telecommunications services overseas and maintain a good track record.

Accordingly, none of our subsidiaries is eligible to provide information service or other value-added telecommunication service, which foreign-owned companies are restricted from conducting in China. To comply with PRC laws and regulations, we may only conduct such business activities through our VIEs in China.

We are a Cayman Islands company and LinkDoc Information (the “WFOE”) is our wholly-owned subsidiary incorporated in the PRC. We have, through LinkDoc Information, entered into a series of contractual arrangements with our VIE and its shareholders, respectively, which enable us to (i) exercise effective control over our VIE, (ii) receive substantially all of the economic benefits of our VIE, (iii) have the pledge right over the equity interests in our VIE as the pledgee; and (iv) have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent permitted by PRC law. As a result of these contractual arrangements, we have control over and are the primary beneficiary of our VIE and hence consolidate their financial results under U.S. GAAP. See “Corporate History and Structure” for further details.

We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, the Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry, there can be no assurance that the PRC government, such as Ministry of Industry and Information Technology, or the MIIT, or the Ministry of Commerce, or the MOFCOM, or other authorities would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.

If our corporate structure and contractual arrangements are deemed by any governmental authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including without limitation:

 

   

revoking the business licenses and/or operating licenses of such entities;

 

   

imposing fines on us;

 

   

confiscating any of our income that they deem to be obtained through illegal operations;

 

   

discontinuing or placing restrictions or onerous conditions on the operations of our VIEs;

 

   

placing restrictions on our right to collect revenues;

 

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shutting down our servers or blocking our app or websites;

 

   

restricting or prohibiting our use of the proceeds from overseas offering to finance our PRC consolidated VIEs’ business and operations;

 

   

requiring us to restructure our ownership structure or operations; or

 

   

taking other regulatory or enforcement actions that could be harmful to our business.

Any of these events could cause significant disruption to our business operations and severely damage our reputation, which would in turn have a material adverse effect on our financial condition and results of operations. If occurrences of any of these events results in our inability to direct the activities of our VIEs in China that most significantly impact its economic performance and/or our failure to receive the economic benefits and residual returns from our VIEs, and we are unable to restructure our ownership structure and operations in a satisfactory manner, we may not be able to consolidate the financial results of our VIEs in our consolidated financial statements in accordance with U.S. GAAP.

We rely on contractual arrangements with our VIE and its shareholders to use, or otherwise benefit from, certain licenses and approvals we may need in the future, which may not be as effective as direct ownership in providing operational control.

We have relied and expect to continue to rely on contractual arrangements with our VIE and its shareholders to conduct a portion of our operations in China. These contractual arrangements, however, may not be as effective as direct ownership in providing us with control over our VIE. For example, our VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct the operations of our VIE in an acceptable manner or taking other actions that are detrimental to our interests.

If we had direct ownership of our VIE in China, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of our VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by our VIE and its shareholders of their obligations under the contracts to exercise control over our VIE. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. See “—Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on part of our business”.

Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.

If our VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under PRC law. For example, if the shareholders of our VIE were to refuse to transfer their equity interests in our VIE to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.

All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.

 

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See “—Risks Related to Doing Business in China—The uncertainties in the PRC legal system could materially and adversely affect us”. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration if legal action becomes necessary. In addition, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our VIE, and our business financial condition and results of operations may be negatively affected.

The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect part of our business.

The shareholders of our VIE may have actual or potential conflicts of interest with us. These shareholders may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIE, which would have a material and adverse effect on our ability to effectively control our VIE and receive economic benefits from them. For example, the shareholders may be able to cause our agreements with our VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.

Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we may invoke the right under the equity pledge agreements with the shareholders of the VIE to enforce the equity pledge in the case of the shareholders’ breach of the contractual arrangements. For individuals who are also our directors and officers, we rely on them to abide by the laws of the Cayman Islands, which provide that directors and officers owe a fiduciary duty to the company that requires them to act in good faith and in what they believe to be the best interests of the company and not to use their position for personal gains. The shareholders of our VIE have executed Voting Rights Proxy Agreement to appoint one of our WFOE or a person designated by one of our WFOE to vote on their behalf and exercise voting rights as shareholders of our VIE. If we cannot resolve any conflict of interest or dispute between us and the shareholders of our VIE, we would have to rely on legal proceedings, which could result in disruption of part of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

The shareholders of our VIE may be involved in personal disputes with third parties or other incidents that may have an adverse effect on their respective equity interests in our VIE and the validity or enforceability of our contractual arrangements with our VIE and its shareholders. For example, in the event that any of the shareholders of our VIE divorces his or her spouse, the spouse may claim that the equity interest of the VIE held by such shareholder is part of their community property and should be divided between such shareholder and the spouse. If such claim is supported by the court, the relevant equity interest may be obtained by the shareholder’s spouse or another third party who is not subject to obligations under our contractual arrangements, which could result in a loss of the effective control over the VIE by us. Similarly, if any of the equity interests of our VIE is inherited by a third party with whom the current contractual arrangements are not binding, we could lose our control over the VIE or have to maintain such control by incurring unpredictable costs, which could cause significant disruption to part of our business and operations and harm our financial condition and results of operations.

 

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Contractual arrangements we have entered into with our VIE may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes could negatively affect our financial condition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements in relation to our VIE were not entered into on an arm’s-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust income of our VIE in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by our VIE for PRC tax purposes, which could in turn increase their tax liabilities without reducing our PRC subsidiaries’ tax expenses. In addition, the PRC tax authorities may impose late payment fees and other administrative sanctions on our VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if our VIE’s tax liabilities increase or if they are required to pay late payment fees and other penalties.

We may lose the ability to use and benefit from assets held by our VIE that are material or supplementary to the operation of our business if our VIE goes bankrupt or becomes subject to dissolution or liquidation proceeding.

As part of our contractual arrangements with our VIE, such entity may in the future hold certain assets that are material or supplementary to the operation of our business. If our VIE goes bankrupt and all or part of its assets become subject to liens or rights of creditors, we may be unable to continue some or all of our business activities we currently conduct through the contractual arrangement, which could materially and adversely affect our business, financial condition and results of operations. Under the contractual arrangements, our VIE may not, in any manner, sell, transfer, mortgage or dispose of their assets or legal or beneficial interests in the business without our prior consent. If our VIE undergoes voluntary or involuntary liquidation proceeding, unrelated creditors may claim rights to some or all of these assets, thereby hindering our ability to operate part of our business, which could materially and adversely affect our business, financial condition and results of operations.

Substantial uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and operations.

The value-added telecommunications services that we conduct through our VIE and its subsidiaries are subject to foreign investment restrictions set forth in the Special Management Measures (Negative List) for the Access of Foreign Investment issued by the MOFCOM, and the National Development and Reform Commission, or the NDRC, effective July 2020.

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, or the Foreign Investment Law (2019), which became effective on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Owned Enterprise Law to become the legal foundation for foreign investment in the PRC. Since it is relatively new, uncertainties still exist in relation to its interpretation and implementation. For instance, under the Foreign Investment Law (2019), “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other entities in China. Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via contractual arrangements would not be interpreted as a type of indirect foreign investment activities in the future. In addition, the definition of foreign investment contains a catch-all provision which includes investments made by foreign investors through means stipulated in laws, administrative regulations or provisions of the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. In any of these cases,

 

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it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment under the PRC laws and regulations. If further actions shall be taken under future laws, administrative regulations or provisions of the State Council, we may face substantial uncertainties as to whether we can complete such actions. Failure to do so could materially and adversely affect our current corporate structure, corporate governance and operations.

Our ability to enforce the equity pledge agreements between us and the shareholders of our VIE may be subject to limitations based on PRC laws and regulations.

Pursuant to the equity pledge agreements relating to our VIE, shareholders of our VIE pledged their equity interests in our VIE to our WFOE to secure our VIE’s and their shareholders’ performance of the obligations and indebtedness under the Exclusive Consultation and Service Agreement, Exclusive Purchase Option Agreement, Voting Rights Proxy Agreement and Equity Pledge Agreement. As of the date of this prospectus, we have registered the equity pledges under our contractual arrangements with the relevant local branch of the State Administration for Market Regulation, or the SAMR. Under the PRC Civil Code, when an obligor fails to pay its debt when due, the pledgee may choose to either conclude an agreement with the pledger to obtain the pledged equity or seek payments from the proceeds of the auction or sell-off of the pledged equity. If our VIE fails to perform its obligations secured by the pledges under the equity pledge agreement, one remedy in the event of default under the agreements is to require the pledger to sell the equity interests in our VIE, as applicable, in an auction or private sale and remit the proceeds to our subsidiary in China, net of related taxes and expenses. Such an auction or private sale may not result in our receipt of the full value of the equity interests in our VIE. We consider it very unlikely that the public auction process would be undertaken since, in an event of default, our preferred approach would be to ask our WFOE that is a party to the Exclusive Purchase Option Agreement to designate another PRC person or entity to acquire the equity interests in such VIE and replace the existing shareholders pursuant to the Exclusive Purchase Option Agreement.

In addition, in the registration forms of the local branch of the SAMR for the pledges over the equity interests under the equity pledge agreements, the amount of registered equity interests pledged to our WFOE shall be designated as a fixed figure. The equity pledge agreement with the shareholders of our VIE provides that the pledged equity interest constitutes continuing security for any and all of the indebtedness, obligations and liabilities of our VIE under the relevant contractual arrangements, and therefore it is possible that the amount of registered equity interests cannot cover the secured obligation as a whole. However, there is no guarantee that a PRC court will not take the position that the amount listed on the equity pledge registration forms represents the full amount of the collateral that has been registered and perfected. If this is the case, the obligations that are supposed to be secured in the equity pledge agreements in excess of the amount listed on the equity pledge registration forms could be determined by the PRC court to be unsecured debt, which takes last priority among creditors and often does not have to be paid back at all. We do not have agreements that pledge the assets of our VIE and their subsidiaries for the benefit of us or our WFOE, although our VIE grants our WFOE options to purchase the assets of our VIE under the Exclusive Purchase Option Agreement.

Risks Related to Doing Business in China

A severe or prolonged downturn in the PRC or global economy could materially and adversely affect our business, results of operations and financial condition.

The global macroeconomic environment is facing challenges, including the economic slowdown in the Eurozone since 2014, potential impact of the United Kingdom’s exit from the EU on January 31, 2020, and the adverse impact on the global economies and financial markets as the COVID-19 outbreak continues to evolve into a worldwide health crisis in 2020. The growth of the PRC economy has slowed down since 2012 compared to the previous decade and the trend may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrest

 

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and terrorist threats in the Middle East, Europe and Africa and over the conflicts involving Ukraine, Syria and North Korea. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and the trade disputes between the United States and China. The ongoing trade tensions between the United States and China may have tremendous negative impact on the economies of not merely the two countries concerned, but the global economy as a whole. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies, and the expected or perceived overall economic growth rate in China. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China’s economy remained relatively stable, there is a possibility that China’s economic growth may materially decline in the near future. Any severe or prolonged slowdown in the global or PRC economy may materially and adversely affect our business, results of operations and financial condition.

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition and results of operations.

Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. In addition, the rate of growth has been slowing since 2012, and the impact of COVID-19 on the Chinese and global economies in 2020 is likely to be severe. In particular, National Bureau of Statistics of China reported a 6.8% drop in gross domestic product (GDP) for the first quarter of 2020 compared with the same period of 2019. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and results of operations, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations.

We may be required to obtain and maintain permits and licenses to operate certain of our business operations under PRC law.

Telecommunications operators in China are subject to regulation by, and under the supervision of, the MIIT, the primary regulator of the telecommunications industry in China. Other PRC government authorities also take

 

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part in regulating the telecommunications industry in areas such as tariff policies and foreign investment. The MIIT, under the direction of the State Council, has been preparing a draft telecommunications law, which, once adopted, will become the fundamental telecommunications statute and the legal basis for telecommunications regulations in China. In 2000, the State Council promulgated a set of telecommunications regulations, or the Telecommunications Regulations, that apply in the interim period prior to the adoption of the telecommunications law.

Pursuant to the Catalogue of Telecommunications Business of the PRC, or the Catalogue, most recently amended in June 2019, providers of internet data center (IDC) services, including “internet-based resource collaboration” (IRC) services, are required to obtain an IDC license. IRC services are defined quite broadly under the Catalogue to include the provision “in a shared, collaborative manner” of “data storage, application deployment and other internet-based services that are readily accessible and easily modifiable on an on-demand basis.” We rely on third-party cloud-hosting providers to provide cloud infrastructure for our platform. The data is generally generated by individual users for their personal use only. We do not believe we are required to obtain an IDC license. Additionally, as of the date of this prospectus, we have not received any notice of warning or been subject to any penalties or disciplinary action from competent government authorities for not having an IDC license. However, there are still significant uncertainties relating to the interpretation and implementation of the scope of IDC and/or IRC services under the Catalogue. We cannot assure you that the PRC regulatory authorities will not ultimately take a view contrary to our opinion, or that the requirements in the Catalogue will not be interpreted and applied in a manner that is inconsistent with our understanding as described above. If this were to occur, we may be required to obtain an IDC license, and if we are not able to obtain such license in a timely manner, or at all, we may be subject to penalties and fines or, in extreme cases, confiscation of the gains derived from the operations or even being required to discontinue the operations for which the IDC license is required.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. If the PRC government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material adverse effect on our business and results of operations.

The uncertainties in the PRC legal system could materially and adversely affect us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules may not be uniform and enforcement of these laws, regulations and rules involves uncertainties. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore,

 

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the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

You may experience difficulties in effecting service of a legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws.

We are a company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in China, and substantially all of our assets are located in China. In addition, some of our senior executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside China. In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. See also “—Risks Relating to the ADSs and this Offering—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur. Our PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries are required to set aside at least 10% of its after-tax profits, after making up the previous year’s accumulated losses each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capital. It may allocate a portion of its after-tax profits based on PRC accounting standards to discretionary reserve funds according to its shareholder’s decision. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

 

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To address the persistent capital outflow and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or the SAFE Circular 3, issued on January 26, 2017, provides that the banks shall, when dealing with dividend remittance transactions from domestic enterprise to its offshore shareholders of more than US$50,000, review the relevant board resolutions, original tax filing form and audited financial statements of such domestic enterprise based on the principal of genuine transaction. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Under administrative guidance, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. Nonresident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, nonresident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, our Hong Kong subsidiary may be able to benefit from the 5% withholding tax rate for the dividends it receives from our PRC subsidiaries, if it satisfies the conditions prescribed under the Circular on Relevant Issues Concerning the Implementation of Dividend Clauses in Tax Treaties, or the SAT Circular 81 and other relevant tax rules and regulations. However, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries.

The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.

Under the PRC law, legal documents for corporate transactions, including agreements and contracts are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with relevant PRC market regulation authorities.

In order to secure the use of our chops and seals, we have established internal control procedures and rules for using these chops and seals. In any event that the chops and seals are intended to be used, the responsible personnel will submit the application which will then be verified and approved by authorized employees in accordance with our internal control procedures and rules. In addition, in order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees.

 

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Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries or VIE. If any employee obtains, misuses or misappropriates our chops and seals or other controlling non-tangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations.

If the preferential tax treatments and government subsidies granted by PRC government become unavailable, our results of operation and financial condition may be adversely affected.

Our PRC subsidiaries are subject to the PRC corporate income tax at a standard rate of 25% on their taxable income, but in 2019 and 2020, preferential tax treatment was available to one of our PRC subsidiaries. LinkDoc Technology (Beijing) Co., Ltd., LinkDoc Technology (Tianjin) Co., Ltd., LinkDoc Intelligent Technology (Beijing) Co. and Beijing Hope Zhonghui Pharmaceutical Technology Co., Ltd. was recognized as a “High-tech Enterprise” in November 2019, which allowed it to apply an income tax rate of 15% for the subsequent three years.

We cannot assure you that the PRC policies on preferential tax treatments will not change or that the current preferential tax treatments we enjoy or will be entitled to enjoy will not be canceled. Moreover, we cannot assure you that our PRC subsidiaries will be able to renew the same preferential tax treatments upon expiration. If any such change, cancelation or discontinuation of preferential tax treatment occurs, the relevant PRC subsidiaries will be subject to the PRC enterprise income tax, or EIT, at a rate of 25% on taxable income. As a result, the increase in our tax charge could materially and adversely affect our results of operations.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries and making loans to our VIE or its subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business.

We are an offshore holding company conducting our operations in China through our PRC subsidiaries and our VIE. We may make loans to our PRC subsidiaries and VIE, or we may make additional capital contributions to our PRC subsidiaries in China.

Any loans to our PRC subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our PRC subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE, or filed with SAFE in its information system. We may also provide loans to our VIE or the PRC subsidiaries, according to the Circular of the People’s Bank of China on Matters relating to the Comprehensive Macro-prudential Management of Cross-border Financing issued by the People’s Bank of China in January 2017. According to the Notice of the People’s Bank of China and the State Administration of Foreign Exchange on Adjustments to Comprehensive Macro-prudential Regulation Parameters for Cross-border Financing issued by the People’s Bank of China and the State Administration of Foreign Exchange in March 2020, the limit for the total amount of foreign debt is 2.5 times of their respective net assets. Moreover, any medium or long-term loan to be provided by us to our VIE or the PRC subsidiaries must also be filed and registered with the NDRC. We may also decide to finance our PRC subsidiaries by means of capital contributions. These capital contributions must be reported to the Ministry of Commerce, or MOFCOM, or its local counterpart. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities investments other than banks’ principal-secured products unless otherwise provided by

 

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relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency- denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in China.

On October 23, 2019, SAFE issued Notice by the State Administration of Foreign Exchange of Further Facilitating Cross-border Trade and Investment, or Circular 28, which took effect on the same day. Circular 28, subject to certain conditions, allows foreign-invested enterprises whose business scope does not include investment, or non-investment foreign-invested enterprises, to use their capital funds to make equity investments in China. Since Circular 28 was issued only recently, its interpretation and implementation in practice are still subject to substantial uncertainties.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or VIE or future capital contributions by us to our wholly foreign-owned subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries or VIE when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Fluctuations in exchange rates could have an adverse effect on our results of operations and the value of your investment.

We primarily operate in China. Our reporting currency is denominated in U.S. dollars. We are exposed to currency risks primarily through sales and purchases which give rise to receivables, payables and cash balances that are denominated in a currency other than the functional currency of the operations to which the transaction relates. We are therefore subject to the risk of fluctuations in the exchange rate of U.S. dollars against Hong Kong dollars, Renminbi, Japanese yen and Euros. The value of U.S. dollars against Hong Kong dollars, Renminbi, Japanese yen and Euros fluctuates and is subject to changes resulting from the PRC government’s

 

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policies and depends to a large extent on domestic and international economic and political developments, as well as supply and demand in the local market. With the development of the foreign exchange market and progress toward interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against Hong Kong dollars, U.S. dollars, Japanese yen or Euros in the future.

In addition, we will receive the proceeds from this offering in U.S. dollars. Should Renminbi appreciate against other currencies, the value of the proceeds from this offering and any future financings, which are to be converted from U.S. dollars or other currencies into Renminbi, would be reduced and might accordingly hinder our business development due to the reduced amount of funds raised. On the other hand, in the event of devaluation of Renminbi, the dividend payments of our company, which are to be paid in U.S. dollars after conversion of the distributable profit denominated in Renminbi, would be reduced. Hence, substantial fluctuation in the currency exchange rate of Renminbi may have a material adverse effect on our business, results of operations and financial condition and the value of your investment in the ADSs.

Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and VIE to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the ADSs.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering under a PRC regulation.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, or the SASAC, the SAT, the State Administration for Industry and Commerce, or the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

 

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While the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC legal counsel, Haiwen & Partners, that the CSRC approval is not required in the context of this offering because (1) our WFOE was incorporated as a wholly foreign-owned enterprise by means of foreign direct investments rather than by merger with or acquisition of any PRC domestic companies owned by PRC companies or individuals as defined under the M&A Rules; (2) there is no explicit provision in the M&A Rules clearly classifies the contractual arrangement among our WFOE, our VIE and our VIE’s shareholders as a type of acquisition transaction falling under the M&A Rules; and (3) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation. There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC legal counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could adversely affect our business, operating results and financial condition, as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties or negative publicity regarding such approval requirements could materially and adversely affect the trading price of the ADSs.

Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.

Among other things the M&A Rules established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the NPC which became effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the relevant anti-monopoly authority before they can be completed. In addition, PRC national security review rules which became effective in September 2011 require acquisitions by foreign investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the competent governmental authority, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose

 

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Vehicles, or SAFE Circular 37, to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their establishment or direct or indirect control of an offshore entity established for the purpose of overseas investment or financing. The term “control” under SAFE Circular 37 is broadly defined as the operation rights, beneficiary rights or decision- making rights acquired by PRC residents in the offshore special purpose vehicles, or SPVs, by means of acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. In addition, any PRC resident who is a direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

In addition, pursuant to the Measures for the Administration of Outbound Investment which was promulgated by the MOFCOM in September 2014 and became effective in October 2014, and the Administrative Measures of Outbound Investment of Enterprises which was promulgated by NDRC in December 2017 and became effective in March 2018, both of which replaced previous rules regarding outbound direct investment by PRC entities, any outbound investment of PRC enterprises is required to be approved by or filed with MOFCOM, NDRC or their local branches.

These regulations may have a significant impact on our present and future structuring and investment. We intend to structure and execute our future offshore acquisitions in a manner consistent with these regulations and any other relevant legislation. However, because it is presently uncertain how these regulations and any future legislation concerning offshore or cross-border transactions will be interpreted and implemented by the relevant government authorities in connection with our future offshore financings or acquisitions, we cannot provide any assurances that we will be able to comply with, qualify under, or obtain any approvals required by the regulations or other legislation. Furthermore, we may not be informed of the identities of all the PRC residents holding direct or indirect interests in our company, nor can we compel our beneficial owners to comply with the requirements of SAFE Circular 37 and other outbound investment related regulations. As a result, we cannot assure you that any PRC shareholders of our company or any PRC company into which we invest have complied with, and will in the future be able to comply with those requirements. Any failure or inability by such individuals or entities to comply with these regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

 

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Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. In addition, SAFE Circular 37 stipulates that PRC residents who participate in a share incentive plan of an overseas non-publicly-listed special purpose company may register with SAFE or its local branches before they obtain the incentive shares or exercise the share options. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been or will be granted incentive shares or options are or will be subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, and there may be additional restrictions on the ability of them to exercise their stock options or remit proceeds gained from sale of their stock into the PRC. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Regulation—Regulations relating to Employment and Social Welfare—Employee Stock Incentive Plan.”

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company or any of our offshore subsidiaries is a PRC resident enterprise for enterprise income tax purposes, our company or the relevant offshore subsidiaries will be subject to PRC enterprise income on its worldwide income at the rate of 25%. Furthermore, if we are treated as a PRC tax resident enterprise, we will be required to

 

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withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or ordinary shares, if such gain is treated as derived from a PRC source. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including our ADS holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether our non-PRC shareholders would, in practice, be able to obtain the benefits of any tax treaties between their country or region of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC resident companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7, which came into effect on February 3, 2015, and was amended in 2017. SAT Bulletin 7 redefines the applicable scope to expand the subject of the indirect share transfers to China taxable assets which includes equity investments in PRC resident enterprises, assets of Chinese establishment and immoveable properties in China. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non- resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets in China indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity whose equity is transferred, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

 

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The recent enactment of the Holding Foreign Companies Accountable Act, the SEC’s ongoing rulemaking with respect to such law, and other legislative developments in the United States may result in de-listing of the ADSs.

Over the past decade, U.S. SEC and PCAOB and the Chinese counterparts, namely, the China Securities Regulatory Commission, or the CSRC, and PRC Ministry of Finance have been in an impasse over the ability of the PCAOB to have access to the audit work papers and inspect the audit work of China based accounting firms, including our auditor. In May 2013, the PCAOB entered into a Memorandum of Understanding on Enforcement Cooperation (the “MOU”) with the CSRC, and the PRC Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB, the CSRC or the PRC Ministry of Finance in the United States and the PRC, respectively. Despite the MOU, on December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, the SEC and the PCAOB reiterated in another joint statement the greater risk associated with the PCAOB’s inability to inspect audit work paper and practices of accounting firms in China, with respect to their audit work of U.S. reporting companies.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by laws in China, on December 2, 2020, U.S. Congress passed S. 945, the Holding Foreign Companies Accountable Act (the “HFCAA”). The HFCAA has been signed by the President into law. Pursuant to the HFCAA, the SEC is required to propose rules to prohibit the securities of any registrant from being listed on any of the U.S. securities exchanges or traded “over the counter” if the PCAOB is unable to inspect the work of the accounting firm for three consecutive years. On March 24, 2021, the SEC issued amendments to Form 20-F and sought public comment in response to the HFCAA. Consistent with the HFCAA, these amendments require the submission of documentation to the SEC establishing that a “commission-identified registrant” (as defined in the amendments) is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrant. As of the date of this prospectus, the SEC is also actively assessing how best to implement other requirements of the HFCAA, including the identification process and the trading prohibition requirements.

The enactment of the HFCAA and other efforts to increase U.S. regulatory access to audit work papers could cause investor uncertainty for affected issuers, including us, and the market price of the ADSs could be adversely affected as uncertainty remains over whether there will be a compromise solution. In the worst case, our ADSs could be delisted if we were unable to cure the situation to meet the PCAOB inspection requirement in time.

In addition, on August 6, 2020, the President’s Working Group on Financial Markets, or PWG, released a report recommending that the SEC take steps to implement the five recommendations, including enhanced listing standards on U.S. stock exchanges with respect to PCAOB inspection of accounting firms. This would require, as a condition to initial and continued listing on a U.S. stock exchange, PCAOB access to work papers of the principal audit firm for the audit of the listed company. The report permits the new listing standards to provide for a transition period until January 1, 2022 for listed companies, but would apply immediately to new listings once the necessary rulemakings and/or standard-setting are effective. The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition the requirements of the HFCAA are uncertain. Any of these factors and developments could potentially lead to a material adverse effect on our business, prospects, financial condition and results of operations.

 

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The audit report included in this prospectus is prepared by an accounting firm that is not inspected by the PCAOB and, as such, our investors are deprived of the benefits of such inspection.

Our audit report included in this prospectus is prepared by an accounting firm that is not inspected by the PCAOB. Companies that are publicly traded in the United States must have its financial statements audited by an independent public accounting firm registered with the PCAOB. This lack of the PCAOB inspections in China prevents the PCAOB from fully evaluating audits and quality control procedures of our auditor. As a result, we and investors in our ADSs are deprived of the benefits of such PCAOB inspections, which could cause investors in our ADSs to lose confidence in our audit procedures and the quality of our financial statements.

The current tensions in international trade and rising political tensions, particularly between the United States and China, may adversely impact our business, financial condition and results of operations.

Although cross-border business may not be an area of our focus, a significant portion of our medication services involve imported medicines. Therefore, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact the competitive position of our products, or prevent us from being able to sell products in certain countries. If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition, and results of operations.

As we depend on parts and components from suppliers, some of which are overseas, tariffs by the PRC government or any other trade tensions may affect the costs of our products. Demand for our vehicles depends to a large extent on general, economic, political, and social conditions in China. The current international trade tensions and political tensions between the United States and China, and any escalation of such tensions, may have a negative impact on such general, economic, political, and social conditions and accordingly demands for our vehicles, adversely impacting our business, financial condition, and results of operations.

Risks Related to the ADSs and this Offering

An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly.

We have submitted an application to list the ADSs on the NASDAQ. Prior to the completion of this offering, there has been no public market for the ADSs or our ordinary shares, and we cannot assure you that a liquid public market for the ADSs will develop. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be materially and adversely affected. The initial public offering price for the ADSs will be determined by negotiation between us and the underwriters based upon several factors, and the trading price of the ADSs after this offering could decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs.

A number of investors, including certain existing shareholders and their affiliates and third-party investors, have indicated their interest in subscribing for an aggregate of US$115 million of the ADSs being offered in this offering, including (i) US$25 million from Alibaba Health (Hong Kong) Technology Company Limited, our existing shareholder, (ii) US$25 million from Lake Bleu Prime Healthcare Master Fund Limited, our existing shareholder, (iii) US$10 million from Aranda Investments Pte. Ltd., an entity indirectly wholly owned by Temasek Holdings (Private) Limited and affiliated with Esta Investments Pte. Ltd., our existing shareholder, (iv) US$25 million from UBS Asset Management (Hong Kong) Limited, (v) US$20 million from Hudson Bay Master Fund Ltd, and (vi) US$10 million from Sage Partners Master Fund. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. Assuming an initial public offering price of US$18.50 per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be at least 6,216,216 ADSs, representing approximately 57.4% of the ADSs being offered in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Such subscriptions may reduce the available public float for the ADSs, which may consequently reduce the liquidity of the ADSs relative to what it would have been had these ADSs been subscribed by the public.

 

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You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase our ADS price.

We have not determined a specific use for a portion of the net proceeds of this offering, and our management will have considerable discretion in the application of the proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our ADS price. The proceeds from this offering may be placed in investments that do not produce income or that lose value.

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of the ADSs could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. Furthermore, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. These broad market and industry factors may materially reduce the market price of the ADSs, regardless of our operating performance. In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including but not limited to the following:

 

   

macro-economic factors in China;

 

   

variations in our net revenues, earnings and cash flows;

 

   

announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 

   

announcements of new offerings, solutions and expansions by us or our competitors;

 

   

changes in financial estimates by securities analysts;

 

   

detrimental adverse publicity about us, our services or our industry;

 

   

announcements of new regulations, rules or policies relevant to our business;

 

   

additions or departures of key personnel;

 

   

allegations of a lack of effective internal control over financial reporting, inadequate corporate governance policies, or allegations of fraud, among other things, involving China- based issuers;

 

   

our major shareholders’ business performance and reputation;

 

   

release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

 

   

political or trade tensions between the United States and China; and

 

   

actual or potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which the ADSs will trade.

Because our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$             per ADS, based on an assumed initial public offering price

 

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of US$18.50 per ADS, the midpoint of the estimated public offering price range shown on the front cover of this prospectus. See “Dilution” for a more complete description of how the value of your investment in the ADSs will be diluted upon completion of this offering.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs depends in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades the ADSs or publishes inaccurate or unfavorable research about our business, the market price for the ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs to decline.

Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline.

Sales of the ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the ADSs to decline. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. The remaining ordinary shares issued and outstanding after this offering will be available for sale, upon the expiration of the 180-day lock-up period beginning from the date of this prospectus, subject to volume and other restrictions as applicable provided in Rules 144 and 701 under the Securities Act. Any or all of these shares may be released prior to the expiration of the lock-up period at the discretion of the representatives of the underwriters of this offering. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the ADSs could decline.

Techniques employed by short sellers may drive down the market price of the ADSs.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

Public companies that have substantially all of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or enforcement actions by the SEC or other U.S. authorities.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract our management from

 

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growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations, and any investment in the ADSs could be greatly reduced or even rendered worthless.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on a price appreciation of the ADSs for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

You may not have the same voting rights as the holders of our Class A ordinary shares and may not be able to exercise your right to direct how the Class A ordinary shares represented by your ADSs are voted.

Holders of the ADSs do not have the same rights as our registered shareholders. As a holder of ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights that are carried by the underlying Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. If we instruct the depositary to ask for your instructions, then upon receipt of your voting instructions, the depositary will try, as far as practicable, to vote the underlying Class A ordinary shares represented by your ADSs in accordance with your instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the underlying Class A ordinary shares represented by your ADSs unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. Under our post-offering amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering, the minimum notice period required to be given by our company to our registered shareholders for convening a general meeting is seven business days.

When a general meeting is convened, you may not receive sufficient advance notice of the meeting to surrender your ADSs for the purpose of withdrawal of the Class A ordinary shares underlying your ADSs and becoming the registered holder of such shares to allow you to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our post-offering amended and restated memorandum and articles of association that will become effective immediately prior to completion of this offering, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and fix in advance a record date for such

 

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meeting, and such closure of our register of members or the setting of such a record date may prevent you from surrendering your ADS for the purpose of withdrawing the Class A ordinary shares underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary at least 30 days’ prior notice of shareholder meetings. Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the Class A ordinary shares underlying your ADSs are voted and you may have no legal remedy if the Class A ordinary shares underlying your ADSs are not voted as you requested.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Moreover, while under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. If we choose to follow home country practice, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws

 

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applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Differences in Corporate Law.”

It may be difficult for overseas regulators to conduct investigations or collect evidence within China.

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. In addition, some of our current directors and officers are nationals and residents of countries other than the United States. Most of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and China, see “Enforceability of Civil Liabilities.”

You may not receive cash dividends if the depositary decides it is impractical to make them available to you.

The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our ordinary shares or other deposited securities, and we do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. To the extent that there is a distribution, the depositary of the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, which may include any claim under the U.S. federal securities laws.

 

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If we or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts in New York County, New York), which has exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs.

If you or any other owners or holders of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other owners or holders may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any owners or holders of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Our proposed dual-class share structure with different voting rights, as well as the concentration of our share ownership among executive officers, directors and principal shareholders, may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and the ADSs may view as beneficial.

We have adopted a dual-class share structure such that our ordinary shares will consist of Class A ordinary shares and Class B ordinary shares, which is conditional upon, and will become effective immediately prior to the completion of this offering. In respect of matters requiring the votes of shareholders, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. We will sell Class A ordinary shares represented by the ADSs in this offering. For more information, see “Description of Share Capital.”

Mr. Tianze Zhang, our Chief Executive Officer and director, will beneficially own all of our issued and outstanding Class B ordinary shares immediately following the completion of this offering. These Class B ordinary shares will constitute approximately 17.3% of our total issued and outstanding share capital and 67.6% of the aggregate voting power of our total issued and outstanding share capital immediately following the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs.

As a result of this dual-class share structure and the concentration of control, upon completion of this offering, Mr. Tianze Zhang will have significant influence over our business, including decisions regarding mergers, consolidations, liquidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. In addition, our executive officers, directors, and principal shareholders and their affiliated entities together beneficially own approximately 26.5% of our outstanding ordinary shares on an

 

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as-converted basis immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. These shareholders may take actions that are not in the best interest of us or our other shareholders. This concentration of control may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. It will also limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.

Forum selection provisions in our post-offering memorandum and articles of association and our deposit agreement with the depositary bank could limit the ability of holders of our Class A ordinary shares, ADSs or other securities to select a favorable judicial forum for disputes with us and our directors and officers.

Our post-offering memorandum and articles of association provide that the federal district courts of the United States are the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act. The deposit agreement also provides that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) is the exclusive forum for the resolution of any complaint arising out of or relating to the deposit agreement, the ADSs or the transactions contemplated by the deposit agreement, including under the Securities Act. However, the enforceability of similar federal court choice of forum provisions has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. If a court were to find the federal choice of forum provision contained in our post-offering memorandum and articles of association or our deposit agreement with the depositary bank to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. If upheld, the forum selection clause in our post-offering memorandum and articles of association, as well as the forum selection provisions in the deposit agreement, may limit a security-holder’s ability to bring a claim against us, our directors and officers, the depositary bank, and potentially others in his or her preferred judicial forum, and this limitation may discourage such lawsuits. In addition, the Securities Act provides that both federal and state courts have jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder. Accepting or consent to this forum selection provision does not constitute a waiver by you of compliance with federal securities laws and the rules and regulations thereunder. You may not waive compliance with federal securities laws and the rules and regulations thereunder. The exclusive forum provision in our post-offering memorandum and articles of association will not operate so as to deprive the courts of the Cayman Islands from having jurisdiction over matters relating to our internal affairs.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. However, we cannot make such rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of the ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

 

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You may be subject to limitations on the transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems it expedient in connection with the performance of its duties. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The post-offering amended and restated memorandum and articles of association that we will adopt and will become effective immediately prior to the completion of this offering contain an anti-takeover provisions that could discourage a third party from acquiring us and adversely affect the rights of holders of our ordinary shares and ADSs.

Our post-offering amended and restated memorandum and articles of association that we will adopt and will become effective immediately prior to the completion of this offering contain a provision to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions, namely the provision that grants authority to our board of directors to establish and issue from time to time one or more series of preference shares without action by our shareholders and to determine, with respect to any series of preference shares without action by our shareholders, the terms and rights of that series. These provisions could have the effect of depriving our shareholders and ADS holders of the opportunity to sell their shares or ADSs at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

 

   

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

 

   

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

 

   

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

   

the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules

 

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and regulations of the NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer, which may be difficult for overseas regulators to conduct investigation or collect evidence within China.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and NASDAQ, impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.07 billion in revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company”, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NASDAQ corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NASDAQ corporate governance listing standards.

As a Cayman Islands exempted company listed on the NASDAQ, we are subject to corporate governance listing standards of NASDAQ. However, NASDAQ rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman

 

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Islands, which is our home country, may differ significantly from the NASDAQ corporate governance listing standards. We currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the NASDAQ that listed companies must have a majority of independent directors and that the audit committee consists of at least three members. To the extent that we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under NASDAQ corporate governance listing standards applicable to U.S. domestic issuers.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for the current or any future taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ADSs or ordinary shares.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on a quarterly basis) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. For purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains and certain rents and royalties. Cash is generally a passive asset for these purposes. The value goodwill is generally treated as an active asset if it is associated with business activities that produce active income.

Based on the expected composition of our income and assets and the value of our assets, including goodwill, which is based on the expected price of the ADSs in this offering, we do not expect to be a PFIC for our current taxable year. However, our PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time. The value of our goodwill may be determined, in part, by reference to the market price of the ADSs, which could be volatile. Therefore, because we hold, and will continue to hold after this offering, a substantial amount of cash, our risk of being or becoming a PFIC will increase if our market capitalization declines. Moreover, it is not entirely clear how the contractual arrangements among us and our VIE will be treated for purposes of the PFIC rules, and we may be or become a PFIC if our VIE is not treated as owned by us for these purposes. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year. If we are a PFIC for any taxable year during which a U.S. taxpayer owns ADSs or ordinary shares, the U.S. taxpayer generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and “excess distributions” and additional reporting requirements. See “Taxation—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

An ADS holder’s right to pursue claims against the depositary is limited by the terms of the deposit agreement.

Under the deposit agreement, any legal suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts in New York County, New York), and a holder of our ADSs, will have irrevocably waived any objection which such holder may have to the laying of venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. However, the enforceability of similar federal court choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable or unenforceable. Accepting or consenting to this forum selection provision does not represent you are waiving compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder. Furthermore, investors cannot waive compliance with the U.S. federal securities laws and rules and regulations promulgated thereunder.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

 

   

general economic, political, demographic and business conditions globally and in China;

 

   

fluctuations in inflation and exchange rates in China;

 

   

our ability to implement our growth strategy;

 

   

the availability of qualified personnel and the ability to retain such personnel;

 

   

changes in government regulation, especially in respect of RWD-driven solutions;

 

   

our hospital, patient and life sciences companies coverage;

 

   

other factors that may affect our business, financial condition, liquidity and results of operations; and

 

   

other risk factors discussed under “Risk Factors.”

You should read thoroughly this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by third-party providers of market intelligence. These industry publications and reports generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although we believe that the publications and reports are reliable, we have not independently verified the data.

 

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$182.7 million, or approximately US$210.6 million if the underwriters exercise their option to purchase additional ADSs in full, based on an assumed initial public offering price of US$18.50 per ADS, the midpoint of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

We plan to use the net proceeds of this offering primarily for the following purposes:

 

   

Approximately 45% will be allocated to strengthen research and development capacities and technology infrastructures, and bring more oncologists, data scientists and other experienced professionals onboard;

 

   

Approximately 15% will be allocated to expand our patient care center network and service offerings, and other capital expenditure;

 

   

Approximately 25% will be allocated to pursue potential strategic investments and acquisitions; and

 

   

Approximately 15% will be allocated to other general corporate purposes.

If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. In utilizing the proceeds from this offering, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and to our consolidated VIEs only through loans, and only if we satisfy the applicable government registration and approval requirements. We cannot assure you that we will be able to meet these requirements on a timely basis, if at all. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries and making loans to our VIE or its subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business.”

Pending use of the net proceeds, we intend to hold our net proceeds in short-term, interest-bearing, financial instruments or demand deposits.

 

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DIVIDEND POLICY

We currently have no plan to declare or pay any dividends in the near future on our shares or ADSs, as we currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “PRC Regulation—Regulations relating to Foreign Exchange Control—Regulations on Foreign Currency Exchange.”

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.”

 

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CAPITALIZATION

The table below sets forth our capitalization as of March 31, 2021:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to (1) the conversion of issued and outstanding 61,300,000 ordinary shares beneficially owned by Mr. Tianze Zhang, our chief executive officer and director, with a par value of RMB29,989 (equivalent to US$4,577) into Class B Ordinary Shares, and the conversion of issued and outstanding 34,666,387 ordinary shares, with a par value of RMB16,959 (equivalent to US$2,589) into Class A Ordinary Shares, in each case on a one-to-one basis; (2) the exercise of 4,474,141 Series C-2, 1,871,425 Series D warrants and 13,395,462 Series D+ options with a total carrying amount of RMB566,264,909 (equivalent to US$86,428,906) to issue 4,474,141 Series C-2, 1,871,425 Series D and 13,395,462 Series D+ preference shares; (3) the automatic conversion of all of our outstanding 22,058,825 Series A preference shares, 46,218,488 Series B preference shares, 2,899,160 Series C-1 preference shares, 35,398,512 Series C-2 preference shares, 51,217,945 Series D preference shares and 51,542,732 Series D+ preference shares, taking into the consideration of the exercise of Series C-2, Series D warrants and Series D+ options, with a total carrying amount of RMB2,961,693,237 (equivalent to US$452,042,680) into “Class A Ordinary Shares”, on a one-for-one basis immediately prior to the completion of this offering; and

 

   

on a pro forma as adjusted basis to give effect to (1) the conversion of issued and outstanding 61,300,000 ordinary shares beneficially owned by Mr. Tianze Zhang, our chief executive officer and director, with a par value of RMB29,989 (equivalent to US$4,577) into Class B Ordinary Shares, and the conversion of issued and outstanding 34,666,387 ordinary shares, with a par value of RMB16,959 (equivalent to US$2,589) into Class A Ordinary Shares, in each case on a one-to-one basis; (2) the exercise of 4,474,141 Series C-2, 1,871,425 Series D warrants and 13,395,462 Series D+ options with a total carrying amount of RMB566,264,909 (equivalent to US$86,428,906) to issue 4,474,141 Series C-2, 1,871,425 Series D and 13,395,462 Series D+ preference shares; (3) the automatic conversion of all of our outstanding 22,058,825 Series A preference shares, 46,218,488 Series B preference shares, 2,899,160 Series C-1 preference shares, 35,398,512 Series C-2 preference shares, 51,217,945 Series D preference shares and 51,542,732 Series D+ preference shares, taking into the consideration of the exercise of Series C-2, Series D warrants and Series D+ options, with a total carrying amount of RMB2,961,693,237 (equivalent to US$452,042,680) into “Class A Ordinary Shares”, on a one-for-one basis immediately prior to the completion of this offering; and (4) the issuance and sale of 43,300,000 Class A Ordinary Shares represented by ADSs offered in this offering, and the receipt of approximately US$182,708,944 in estimated net proceeds, considering an offering price of US$18.50 per ADS (the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus), after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, and the use of proceeds therefrom, assuming the underwriters do not exercise their option to purchase additional ADSs.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

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    As of March 31, 2021  
    Actual     Pro forma     Pro forma as adjusted  
    RMB     US$     RMB     US$     RMB     US$  
    (in thousands, except for shares and par value data)  

Total mezzanine equity(1)

    2,395,428       365,614       —         —         —         —    

SHAREHOLDERS’ EQUITY / (DEFICIT)

           

Ordinary Shares (US$0.00008 par value, 415,664,338 shares authorized and 95,966,387 shares issued and outstanding on an actual basis, and 45,000,000 authorized, none issued and outstanding on a pro forma or a pro forma as adjusted basis)

    47       7       —         —         —         —    

Class A Ordinary Shares (US$0.00008 par value, none authorized, issued and outstanding on an actual basis, 500,000,000 shares authorized and 244,002,049 shares issued and outstanding on a pro forma basis; and 500,000,000 shares authorized, and 287,302,049 shares issued and outstanding on a pro forma as adjusted basis)

    —         —         126       20       149       23  

Class B Ordinary Shares (US$0.00008 par value, none authorized, issued and outstanding on an actual basis, 80,000,000 shares authorized and 61,300,000 shares issued and outstanding on a pro forma basis; and 80,000,000 shares authorized and 61,300,000 shares issued and outstanding on a pro forma as adjusted basis)

    —         —         30       5       30       5  

Additional paid-in capital

    —         —         2,961,584       452,026       4,158,633       634,733  

Accumulated other comprehensive income

    55,765       8,511       55,765       8,511       55,765       8,511  

Accumulated deficit

    (2,089,815     (318,968     (2,089,815     (318,968     (2,089,815     (318,968

Nonredeemable noncontrolling interests

    (14,901     (2,274     (14,901     (2,274     (14,901     (2,274
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity / (deficit)

    (2,048,904     (312,724     912,789       139,320       2,109,861       322,030  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total mezzanine equity and shareholders’ equity / (deficit)

    346,524       52,890       912,789       139,320       2,109,861       322,030  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Note:

(1)

The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital, total LinkDoc Technology Limited’s shareholders’ equity / (deficit) and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.

 

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DILUTION

If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of March 31, 2021 was US$0.46 per ordinary share and US$1.86 per ADS. Net tangible book value per ordinary share represents the amount of our total consolidated assets, excluding intangible assets and goodwill, minus the amount of total consolidated liabilities, divided by the total number of ordinary shares outstanding. Dilution is determined by subtracting net tangible book value per ordinary share from the public offering price per ordinary share.

Without taking into account any other changes in such net tangible book value after March 31, 2021, other than to give effect to (our issuance and sale of 10,825,000 assuming the underwriters do not exercise their option to purchase additional ADSs offered in this offering at an initial public offering price of US$18.50 per ADS, the midpoint of the estimated public offering price range shown on the front cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2021 would have been approximately US$227.3 million, or US$0.65 per ordinary share and US$2.61 per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$3.97 per ordinary share, or US$15.89 per ADS, to purchasers of ADSs in this offering.

The following table illustrates the dilution at the initial public offering price per ordinary share is US$4.625 and all ADSs are exchanged for ordinary shares:

 

Initial public offering price per ordinary share

   US$ 4.625  

Net tangible book value per ordinary share as of March 31, 2021

   US$ 0.46  

Pro forma net tangible book value per ordinary share after giving effect to (1) the automatic conversion of all of our outstanding 189,594,634 preference shares into ordinary shares, on a one-for-one basis immediately prior to the completion of this offering and (2) the exercise of series C-2 and series D warrants and series D+ option as well as the issuance and then conversion of our series C-2, series D and series D+ preference shares

   US$ 0.15  

Pro forma net tangible book value per ordinary share as adjusted to give effect to (1) the automatic conversion of all of our outstanding 189,594,634 preference shares into ordinary shares, on a one-for-one basis immediately prior to the completion of this offering; (2) the exercise of series C-2 and series D warrants and series D+ option as well as the issuance and then conversion of our series C-2, series D and series D+ preference shares and (3) this offering

   US$ 0.65  

Amount of dilution in net tangible book value per ordinary share to new investors in this offering

   US$ 3.97  

Amount of dilution in net tangible book value per ADS to new investors in this offering

   US$ 15.89  

The pro forma information discussed above is illustrative only.

 

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The following table summarizes, on a pro forma basis as of March 31, 2021, the differences between the existing shareholders and the new investors with respect to the number of ordinary shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid at the initial public offering price of US$18.50 per ADS before deducting estimated underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the option to purchase additional ADSs granted to the underwriters.

 

                  Total Consideration     Average
Price Per
Ordinary
Share
     Average
Price Per
ADS
 
     Ordinary shares
Purchased
    Amount (in
thousands
of US$)
     Percent  
     Number      Percent     US$      US$  

Existing shareholders

     305,302,049        87.6     327,851        62.1     1.074        4.30  

New investors

     43,300,000        12.4     200,263        37.9     4.625        18.50  

Total

     348,602,049        100     528,113        100     

The discussion and tables above also assume no exercise of any stock options outstanding as of the date of this prospectus. As of the date of this prospectus, options to purchase a total of 34,637,734 ordinary shares are outstanding under the 2015 Global Share Plan, and there are a total of 32,590,712 ordinary shares authorized for future grants under the 2015 Global Share Plan and the 2021 Global Share Plan. To the extent that any of these options are exercised, there will be further dilution to new investors.

 

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ENFORCEABILITY OF CIVIL LIABILITIES

Cayman Islands

We were incorporated in the Cayman Islands in order to enjoy the following benefits:

 

   

political and economic stability;

 

   

an effective judicial system;

 

   

a favorable tax system;

 

   

the absence of exchange control or currency restrictions; and

 

   

the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

 

   

the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

 

   

Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in China, and substantially all of our assets are located in China. A majority of our directors and executive officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

 

   

recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

 

   

entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Maples and Calder (Hong Kong) LLP has informed us that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Maples and Calder (Hong Kong) LLP has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the

 

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federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

PRC

We have been advised by Haiwen & Partners, our PRC legal counsel, that there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of United States courts or Cayman courts obtained against us or these persons predicated upon the civil liability provisions of the United States federal and state securities laws, or entertain original actions brought in each respective jurisdiction against us or these persons predicated upon the securities laws of the United States or any state in the United States. Haiwen & Partners has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments as of the date of this prospectus. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it would be difficult for foreign shareholders to establish sufficient nexus to the PRC by virtue only of holding our ADSs or Class A ordinary shares.

 

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CORPORATE HISTORY AND STRUCTURE

Our Corporate History

We commenced our operations in December 2014 through LinkDoc Technology (Beijing) Co., Ltd., or LinkDoc Beijing.

In December 2014, LinkDoc Technology Limited, our current ultimate holding company, was incorporated under the laws of the Cayman Islands.

In December 2014, LinkDoc Technology HK Limited, currently a wholly-owned subsidiary of LinkDoc Technology Limited, was incorporated under the laws of Hong Kong.

In February 2015, LinkDoc Information Technology (Beijing) Co., Ltd., or LinkDoc Information, was incorporated in the PRC. LinkDoc Information is currently a wholly-owned subsidiary of LinkDoc Technology HK Limited.

LinkDoc Information and LinkDoc Technology Limited have entered into a series of contractual arrangements, as amended and restated, with LinkDoc Beijing and its shareholders, through which we obtained control over LinkDoc Beijing and its subsidiaries. As a result, we are regarded as the primary beneficiary of LinkDoc Beijing and its subsidiaries. We treat them as our consolidated affiliated entities under U.S. GAAP, and have consolidated the financial results of these entities in our consolidated financial statements in accordance with U.S. GAAP. We refer to LinkDoc Information as our wholly foreign owned entity, or WFOE, and to LinkDoc Beijing as our variable interest entity, or VIE, in this prospectus. For more details and risks related to our VIE structure, please see “—Contractual Arrangements With Our VIE And Its Shareholders” and “Risk Factors—Risks Related to Our Corporate Structure.”

Recent Financing Transactions

On February 10, 2021, the Company entered into a shares purchase agreement with the Series D+ investors, pursuant to which a total of 21,669,131 shares of Series D+ Redeemable Convertible Preference shares were to be issued for an aggregated cash consideration of US$59.3 million (equivalent to RMB383.8 million).

On February 10, 2021, the Company, together with three of its founders, also entered into a share sale and purchase agreement with the Series D+ investor, pursuant to which a total of 4,658,613 shares of ordinary shares held by the founders shall be reclassified and re-designated by the Company as Series D+ Redeemable Convertible Preference shares and were to be issued to the Purchaser for an aggregated cash consideration of US$11.8 million (equivalent to RMB76.5 million).

The rights, preferences and privileges of the additional Series D+ Redeemable Convertible Preference shares to the investor are the same as the other holders of the Series D+ Redeemable Convertible Preference shares.

 

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Corporate Structure

The following diagram illustrates our corporate structure, including our significant subsidiaries and VIEs, immediately upon the completion of this offering:

 

LOGO

 

Notes:

(1)

Beneficial ownership percentages represent beneficial ownership of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. See also “Principal Shareholders.”

(2)

Voting power percentages represent aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, and are calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our issued and outstanding ordinary shares and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Ordinary shares are not convertible into Class B ordinary shares under any circumstances. See also “Description of Share Capital— Ordinary Shares.”

(3)

Shareholders of LinkDoc Technology (Beijing) Co., Ltd. are Tianze Zhang (our director and CEO), Liping Li (our Executive Vice President), Ligang Luo (our COO), and Peng Tang (our former co-founder), each holding approximately 74.5%, 12.4%, 10.0% and 3.1%, respectively, of equity interests in LinkDoc Technology (Beijing) Co., Ltd. Tianze Zhang, Liping Li and Ligang Luo each holds approximately 19.7%3.5% and 2.9%, respectively, of our equity interests immediately prior to the completion of this offering.

(4)

We own an additional 7.2% equity interests in LinkDoc Biotechnology (Tianjin) Limited through other subsidiaries in our Group.

(5)

Yanan Wang (our employee), Longhai Yu, Guang Mei, Yingheng Wang, Zhixiong An hold 19.0%, 5.4%, 2.7%, 1.4% and 1.4%, respectively, of the equity interest in Beijing Hope Pharmaceutical Technology Co., Ltd.

Contractual Arrangements with Our VIE and its Shareholders

Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in internet information services and other value-added telecommunication business. We

 

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are a company registered in the Cayman Islands. Our PRC subsidiaries, are considered foreign-invested enterprises. To comply with PRC laws and regulations, we primarily conduct our business in China through LinkDoc Beijing, our VIE in the PRC, based on a series of contractual arrangements. As a result of these contractual arrangements, we exert effective control over, and are considered the primary beneficiary of, our VIE and consolidate its operating results in our financial statements under the U.S. GAAP.

In the opinion of Haiwen & Partners, our PRC legal counsel, the contractual arrangements described below are valid, binding and enforceable upon each party to such arrangements in accordance with its terms and applicable PRC laws currently in effect. However, these contractual arrangements may not be as effective in providing control as direct ownership. There are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, the PRC regulatory authorities may ultimately take a view contrary to or otherwise different from the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In addition, if the PRC government finds that the agreements that establish the structure do not comply with PRC government restrictions on foreign investment in certain of our businesses, we could be subject to severe penalties including being prohibited from continuing operations. For a description of the risks related to these contractual arrangements and our corporate structure, please see “Risk Factors—Risks Related to Our Corporate Structure.”

The following is a summary of the contractual arrangements by and among LinkDoc Technology Limited, LinkDoc Information, LinkDoc Beijing and the shareholders of LinkDoc Beijing. For the complete text of these contractual arrangements, please see the copies filed as exhibits to the registration statement filed with the SEC of which this prospectus forms a part.

Equity pledge agreement

LinkDoc Information, LinkDoc Beijing and each of its shareholders entered into an equity pledge agreement, each originally dated February 27, 2015 and amended on April 2, 2021. Under such equity pledge agreements, each of the shareholders of LinkDoc Beijing pledged his or her respective equity interest in LinkDoc Beijing to LinkDoc Information to secure his or her obligations and LinkDoc Beijing’s obligations under the applicable exclusive consulting and service agreement, exclusive purchase option agreement, and voting rights proxy agreement. Each of the shareholders of LinkDoc Beijing further agreed to not transfer or pledge his or her respective equity interest in LinkDoc Beijing without the prior written consent of LinkDoc Information. The equity pledge agreement will remain binding until the respective pledger, the shareholders of LinkDoc Beijing, as the case may be, discharges all his or her obligations and pays all his or her indebtedness under the above-mentioned agreements. As the date of this prospectus, the equity pledges under the equity pledge agreement have been registered with competent PRC regulatory authority.

Exclusive Purchase Option Agreement

Under the exclusive purchase option agreement entered into by LinkDoc Information, LinkDoc Beijing and each of its shareholders originally dated February 27, 2015 and amended on April 2, 2021, which included LinkDoc Technology Limited as a party to the agreement, each of the shareholders of LinkDoc Beijing granted LinkDoc Technology Limited and LinkDoc Information an option to purchase all or a portion of his or her respective equity interest in LinkDoc Beijing at a price equal to the higher of RMB1.0 and the minimum amount of consideration permitted by PRC law. In addition, under the exclusive purchase option agreement, each of the shareholders of LinkDoc Beijing has granted LinkDoc Technology Limited and LinkDoc Information an option to purchase all or a portion of the assets held by LinkDoc Beijing or its subsidiaries at the minimum amount of consideration permitted by PRC law. Each of the shareholders of LinkDoc Beijing agreed not to transfer, mortgage or permit any security interest to be created on any equity interest in or material assets of LinkDoc Beijing without the prior written consent of LinkDoc Technology Limited and LinkDoc Information. The exclusive purchase option agreement shall remain in effect until all of the equity interests in LinkDoc Beijing

 

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have been acquired by LinkDoc Information or any parties LinkDoc Technology Limited and LinkDoc Information designated.

Exclusive Consulting and Service Agreement

Under this exclusive consulting and service agreement dated February 27, 2015 and amended on April 2, 2021, LinkDoc Information is appointed as the exclusive service provider for the provision of business support, technology, consulting services and other services requested by LinkDoc Beijing from time to time to the extent permitted under PRC law to LinkDoc Beijing.

Unless a written consent is given by LinkDoc Information, LinkDoc Beijing is not allowed to engage a third party to provide such services, while LinkDoc Information is able to designate another party to render such services to LinkDoc Beijing. LinkDoc Beijing shall pay LinkDoc Information on a quarterly basis a service fee, which shall equal to total amount of the quarterly net profits after deduction of statutory reserve of LinkDoc Beijing and its subsidiaries, and LinkDoc Information has the sole discretion to adjust the basis of calculation of the service fee amount according to service provided to LinkDoc Beijing. LinkDoc Information owns the exclusive intellectual property rights, whether created by LinkDoc Information or LinkDoc Beijing, as a result of the performance of the Exclusive Consulting and Service Agreement. The Exclusive Consulting and Service Agreement is valid unless terminated by LinkDoc Information.

Voting rights proxy agreement

Pursuant to a voting rights proxy agreement entered into by LinkDoc Information, LinkDoc Beijing and each of its shareholders on February 27, 2015 and amended on April 2, 2021, which included LinkDoc Technology Limited as a party to the agreement, each of the shareholders of LinkDoc Beijing irrevocably appointed LinkDoc Information and LinkDoc Technology Limited as their exclusive agent and attorney to act on their behalf on all shareholder matters of LinkDoc Beijing and exercise all rights as shareholders of LinkDoc Beijing. This voting rights proxy agreement shall remain valid unless terminated by LinkDoc Information or LinkDoc Technology Limited.

Spousal Consents

Each of the spouse of the shareholders of LinkDoc Beijing has signed a spousal consent. Under each of the spousal consent, the signing spouse undertook not to make any assertions in connection with the equity interests in LinkDoc Beijing held by his or her spouse. Moreover, each spouse agreed that the disposition of the equity interest in LinkDoc Beijing which is held by and registered under the name of his or her spouse shall be made pursuant to the above-mentioned equity pledge agreement, exclusive consulting and service agreement, exclusive purchase option agreement and voting rights proxy agreement, as amended from time to time. In addition, in the event that any of them obtains any equity interest in LinkDoc Beijing held by their respective spouses for any reason, such spouse agreed to be bound by similar obligations and agreed to enter into similar contractual arrangements.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statements of operations data for the years ended December 31, 2019 and 2020, selected consolidated balance sheet data as of December 31, 2019 and 2020 and selected consolidated cash flow data for the years ended December 31, 2019 and 2020, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated statements of operations data for the three months ended March 31, 2020 and 2021, the selected consolidated balance sheet data as of March 31, 2021 and selected consolidated cash flow data for the three months ended March 31, 2020 and 2021 have been derived from our unaudited condensed consolidated financial statements appearing elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 

    For the Year Ended December 31,     For the Three Months Ended March 31,  
    2019     2020     2020     2021  
    RMB     %     RMB     US$     %     RMB     %     RMB     US$     %  
    (in thousands, except for percentages, shares and per share data)  

Selected consolidated statements of operations data

                   

Revenues

    498,995       100.0       941,603       143,717       100.0       158,548       100.0       223,225       34,071       100.0  

Cost of revenues

    (438,303     (87.8     (864,420     (131,936     (91.8     (144,649     (91.2     (209,957     (32,046     (94.1

Selling and marketing expenses

    (137,609     (27.6     (124,412     (18,989     (13.2     (23,921     (15.1     (36,983     (5,645     (16.6

General and administrative expenses

    (154,280     (30.9     (125,598     (19,170     (13.3     (26,863     (16.9     (43,591     (6,653     (19.5

Research and development expenses

    (180,662     (36.2     (86,924     (13,267     (9.2     (23,034     (14.5     (23,205     (3,542     (10.4

Loss on disposal of subsidiaries

    (1,024     (0.2     —         —         —         —         —         —         —         —    

Government grants

    5,012       1.0       8,773       1,339       0.9       834       0.5       294       45       0.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (407,872     (81.7     (250,977     (38,307     (26.7     (59,084     (37.3     (90,216     (13,770     (40.4

Interest expenses

    (10,323     (2.1     (12,223     (1,866     (1.3     (2,810     (1.8     (1,192     (182     (0.5

Interest income

    9,044       1.8       2,011       307       0.2       617       0.4       1,113       170       0.5  

Change in fair value of financial liabilities

    (22,156     (4.4     (229,114     (34,970     (24.3     (3,430     (2.2     (46,547     (7,104     (20.9

Investment income

    1,681       0.3       1,897       290       0.2       155       0.1       27       4       0.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income
taxes

    (429,628     (86.1     (488,407     (74,545     (51.9     (64,554     (40.7     (136,815     (20,882     (61.3

Income tax (expense) / benefit

    (4,446     (0.9     (372     (57     —         405       0.3       (1,643     (251     (0.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (434,074     (87.0     (488,779     (74,602     (51.9     (64,149     (40.5     (138,458     (21,133     (62.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: Net income / (loss) attributable to redeemable noncontrolling interests

    2,651       0.5       (926     (141     (0.1     (219     (0.1     —         —         —    

Less: Net loss attributable to nonredeemable noncontrolling interests

    (12,941     (2.6     (11,914     (1,818     (1.3     (2,331     (1.5     (3,103     (474     (1.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to LinkDoc Technology Limited

    (423,784     (84.9     (475,939     (72,642     (50.5     (61,600     (38.9     (135,355     (20,659     (60.6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Deemed dividend to Series D+ Redeemable Convertible Preference Shares Holders

    —         —         (65,599     (10,012     (7.0     —         —         —         —         —    

Accretion of redeemable convertible preference shares

    (129,038     (25.9     (149,406     (22,804     (15.9     (34,884     (22.0     (46,563     (7,107     (20.9
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to ordinary shareholders

    (552,822     (110.8     (690,944     (105,459     (73.4     (96,484     (60.9     (181,918     (27,766     (81.5

Loss per ordinary share

                   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

—Basic and diluted

    (5.32       (6.59     (1.01       (0.92       (1.76     (0.27  

Weighted average number of shares outstanding used in computing loss per ordinary share:

                   

—Basic and diluted

    103,971,865         104,897,967       104,897,967         104,888,420         103,271,404       103,271,404    

 

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The following table presents our selected consolidated balance sheet data as of December 31, 2019 and 2020, and March 31, 2021.

 

    As of December 31,     As of March 31,  
    2019     2020     2021  
    RMB     RMB     US$     RMB     US$  
    (in thousands)  

Selected Consolidated Balance Sheet Data:

         

Cash and cash equivalents

    301,556       618,347       94,378       824,108       125,783  

Accounts receivable, net

    32,373       30,468       4,650       37,860       5,779  

Total current assets

    523,289       770,073       117,536       1,027,316       156,799  

Total assets

    617,115       853,769       130,311       1,110,128       169,439  

Total current liabilities

    128,998       746,960       114,008       747,455       114,084  

Total liabilities

    256,585       762,724       116,414       763,603       116,549  

Total mezzanine equity

    1,651,940       1,870,365       285,474       2,395,428       365,614  

Total shareholders’ deficit

    (1,291,411     (1,779,320     (271,577     (2,048,904     (312,724

Total liabilities, mezzanine equity and shareholder’s deficit

    617,115       853,769       130,311       1,110,128       169,439  

The following table presents our selected consolidated cash flow data for the years ended December 31, 2019 and 2020, and the three months ended March 31, 2020 and 2021.

 

    For the Year Ended
December 31,
    For the Three Months Ended
March 31,
 
    2019     2020     2020     2021  
    RMB     RMB     US$     RMB     RMB     US$  
    (in thousands)  

Net cash used in operating activities

    (379,560     (185,105     (28,253     (70,614     (127,891     (19,520

Net cash provided by / (used in) investing activities

    529,051       61,407       9,373       39,337       (53,219     (8,123

Net cash provided by / (used in) financing activities

    1,340       439,792       67,125       (900     383,383       58,516  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effect of foreign currency exchange rate changes on cash and cash equivalents

    863       (7,243     (1,106     132       3,495       533  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase / (decrease) in cash, cash equivalents and restricted cash

    151,693       308,850       47,140       (32,045     205,768       31,406  

Cash, cash equivalents and restricted cash at beginning of the year / period

    163,864       315,556       48,163       315,556       624,407       95,303  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at the end of the year / period

    315,556       624,407       95,303       283,511       830,174       126,709  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Financial Measure

In evaluating our business, we consider and use the non-GAAP measure of adjusted net loss, as supplemental measure to review and assess our operating performance. We believe that the non-GAAP measure facilitates comparisons of operating performance from period to period and company to company by adjusting for potential impacts of items, which our management considers to be indicative of our operating performance. We believe that adjusted net loss provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as it helps our management. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net loss as net loss excluding share-based compensation, change in fair value of financial liabilities and interest expenses related to long-term debts. We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. We also believe that the use of the non-GAAP measure facilitates investors’ assessment of our operating performance.

 

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The non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as analytical tools. One of the key limitations of using the non-GAAP financial measure is that it does not reflect all items of income and expense that affects our operations. Further, the non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

We compensate for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.

The following tables reconcile our adjusted net loss for the years ended December 31, 2019 and 2020, and for the three months ended March 31, 2020 and 2021, to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP, which are net loss:

 

     For the Year Ended
December 31,
    For the Three Months
Ended March 31,
 
     2019     2020     2020     2020     2021     2021  
     RMB     RMB     US$     RMB     RMB     US$  
     (in thousands)  

Net loss

     (434,074     (488,779     (74,602     (64,149     (138,458     (21,133

Adjustments:

            

Share-based compensation expenses

     12,681       14,565       2,223       1,867       10,320       1,575  

Change in fair value of financial liabilities

     22,156       229,114       34,970       3,430       46,547       7,104  

Interest expenses related to long-term debts

     9,922       12,220       1,865       2,807       1,192       182  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss

     (389,315     (232,880     (35,544     (56,045     (80,399     (12,272
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading data-driven and AI-enabled healthcare technology company in terms of first-mover in cultivating high-quality medical data assets with the largest set of China oncology cohorts, according to Frost & Sullivan. We have successfully built China’s largest data-driven digital infrastructure for precision medicine, according to Frost & Sullivan, which consists of LinkCare, a digital continuous care platform for patients with critical diseases, LinkData, an AI-enabled curation system for longitudinal medical data, and LinkSolutions, a data-driven precision life sciences solution platform that helps life sciences companies accelerate clinical research and real-world adoption. These three subsystems interact with each other to form an innovative data-driven digital infrastructure for personalized care and precision medicine with powerful flywheel effects.

We derive our revenue from LinkCare and LinkSolutions. LinkCare is a patient-centric digital continuous care platform for patients with critical diseases. Based on this platform, we provide continuous patient care solutions, patient management as a service and AI diagnosis and treatment services. The continuous patient care solutions currently generate the largest proportion of our revenue. We generate revenue primarily through the sale of innovative medications, auxiliary medications and nutrition medications through our patient care centers, and providing infusion or injection services and other ancillary services to patients. The patient management as a service increases patient adherence, which not only improves patients’ treatment outcomes but also helps life sciences companies grow sales. Thus we monetize patient management as a service through charging service fees based on service contracts with life sciences companies and medical associations. We monetize our AI diagnosis and treatment services through charging system and service fees for our proprietary real-world data driven decision support system and on-premise solutions based on service contracts with hospitals. We intend to diversify our monetization model by providing more value-added services to patients, such as digital therapeutics and post-treatment patient care packages, while expect that continuous patient care solutions will remain our major monetization method considering the patients’ current healthcare spending structure in China.

LinkSolutions is primarily related to drug development and commercialization for life sciences companies. We provide LinkSolutions to life sciences companies in the form of real-world study services, data insights and clinical trial matching. We generate revenue from real-world study services by charging service fees for integrated clinical research services, including clinical trials research and management services, data collection and verification, on-site monitoring, safeguarding data quality and integrity, clinical data management and reporting services based on contracts with life sciences companies and hospitals. We generate revenue from data insights by charging fees either for customized research reports or access to our proprietary data analysis platform based on service contracts with life sciences companies. We generate revenue from clinical trial matching services by charging service fees for matching qualified candidates for enrollment in clinical trials based on recruitment contracts with life sciences companies. We intend to diversify our monetization model by supporting more real-word evidence application scenarios, by strengthening our data analytical capability, continuously optimizing our technology platform and deepening our relationships with life sciences companies and hospitals.

LinkData is our core technology platform and R&D engine instead of monetization channel. We utilize its technology and monetize through LinkSolutions Platform and LinkCare Platform.

 

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We experienced rapid growth in recent years. Our total revenues increased from RMB499.0 million in 2019 to RMB941.6 million (US$143.7 million) in 2020. Our total revenues increased from RMB158.5 million in the three months ended March 31, 2020 to RMB223.2 million (US$34.1 million) in the three months ended March 31, 2021. The number of hospitals we partnered increased from 197 in 2019 to 307 in 2020, and further to 333 in the first quarter of 2021. The number of paying patients on our LinkCare Platform increased from approximately 37,300 in 2019 to approximately 54,900 in 2020, and increased from approximately 14,200 in the first quarter of 2020 to approximately 20,100 in the first quarter of 2021. The number of our life sciences company customers increased from 118 in 2019 to 176 in 2020. In the first quarter of 2021, we had 169 life sciences company customers.

Impact of COVID-19 on Our Operations

Since early 2020, the outbreak of COVID-19 has resulted in prolonged mandatory quarantines, lockdowns, closures of businesses and facilities, travel restrictions and social distancing guidelines imposed by the governments worldwide.

The COVID-19 pandemic has caused temporary disruption to our business operations during the first quarter of 2020. In the first quarter of 2020, COVID-19 containment measures began to be widely introduced across China and restricted the conduct of part of our business. Our clinical trial matching services for oncology clinical trials which usually require multiple hospital visits were negatively affected by the lock-down measures, with a revenue decrease of 14.9% from RMB76.6 million in 2019 to RMB65.1 million in 2020. However, as our business operations have fully recovered from the COVID-19 pandemic, our revenue generated from the clinical trial matching services increased by 108.1% from RMB10.7 million in the first quarter of 2020 to RMB22.2 million in the first quarter of 2021. Our overall business operation was largely unaffected by the COVID-19 pandemic. Our selling and marketing expenses decreased by 9.6% from RMB137.6 million in 2019 to RMB124.4 million in 2020 due to the COVID-19 pandemic’s impact on offline marketing activities. Our general and administrative expenses decreased by 18.6% from RMB154.3 million in 2019 to RMB125.6 million in 2020, mainly due to government relief of social securities given the COVID-19 pandemic. As of March 31, 2021, we had cash and cash equivalents of RMB824.1 million (US$125.8 million). We believe this level of liquidity is sufficient to meet our current and anticipated needs for general corporate purposes for the next 12 months.

There remains significant uncertainties associated with the COVID-19 pandemic, including with respect to the ultimate spread of the virus, the severity of the disease, the duration of the pandemic and further actions that may be taken by governmental authorities around the world to contain the virus or to treat its impact, and the full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, cash flows and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted. See “Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters, health epidemics, civil and social disruption and other outbreaks, which could significantly disrupt our operations. In particular, the COVID- 19 outbreak in China and worldwide has adversely affected, and may continue to adversely affect, our business, results of operations and financial condition.”

Key Factors Affecting Our Results of Operations

We believe there are several important factors that have impacted and that we expect will continue to impact our operating performance and results of operations, including:

 

   

Our hospital coverage and patients’ access to medical resources on our platform;

 

   

Market penetration into life sciences companies;

 

   

Favorable policy tailwind for real-world evidence applications;

 

   

Constantly improving the capability of data curation; and

 

   

Optimizing the financial performance with LinkDoc flywheel.

 

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Our hospital coverage and patients’ access to medical resources on our platform

We believe there are promising opportunities for growth as hospitals and physicians seek better ways to manage their patients after they are discharged from hospitals and patients with critical diseases seek better access to medical resources along their patient journey. We believe our ability to enroll new patients onto our LinkCare Platform through partnering with more hospitals and deepening our cooperation with existing hospitals is a key indicator of our future revenue potential. Another key indicator is our ability to capture higher patient value through providing diversified and tailor-made patient management solutions and helping them better manage the diseases and improve health condition as well as life quality, especially in oncology. The number of hospitals we partnered or served with increased from 197 in 2019 to 307 in 2020, and further to 333 as of March 31, 2021, out of which 125 in 2019, 174 in 2020, and 191 as of March 31, 2021 were Class IIIA hospital. As of the date of this prospectus, we have established the largest online oncology physician and patient engagement community in China.

Capitalizing on the trend that cancers are gradually managed as chronic conditions and more and more innovative prescription drugs are delivered outside of hospitals in China, we substantially grow our continuous patient care solution, the revenue of which grew from RMB376.1 million in 2019 to RMB806.0 million in 2020, and from RMB138.3 million for the first quarter in 2020 to RMB179.4 million for the first quarter in 2021. We have been successful in engaging patients. The number of paying patients on our LinkCare Platform increased from approximately 37,300 in 2019 to approximately 54,900 in 2020, and increased from approximately 14,200 in the first quarter of 2020 to approximately 20,100 in the first quarter of 2021. We have also been successful in increasing patients’ stickiness to our platform, including demand for our products and services. Our average revenue generated per patient also increased from approximately RMB9,500 in 2019 to approximately RMB13,900 in 2020, and increased from approximately 8,700 in the first quarter of 2020 to approximately RMB8,800 in the first quarter of 2021. Our patient care centers provide high-quality delivery of our medication services, including drug sales, drug delivery, and infusion and injection services. We plan to establish more patient care centers going forward according to our overall patients growth and demand, which is a key driver for our future revenue growth.

Market penetration into life sciences companies

We believe our historical and future growth is also driven by our ability to maintain and deepen our relationships with leading life sciences companies by diversifying the service offerings and solutions to existing clients, increasing current clients’ stickiness and repeat purchase and expanding our offerings to a broader client base. Currently, top life sciences companies are quickly adapting to the big data transformation in the healthcare industry and increasing their spending allocation on big data solutions. We select our key account, or KA, mainly based on assessment of the growth potential for long-term needs of our services. Our KA criteria include top 20 global or domestic life sciences companies in 2020, listed life sciences companies in Hong Kong as of 2020 and key medical associations, and currently comprise the substantial portion of our LinkSolutions revenue. We believe these KA demands for big data solutions are recurring and complex, and thus will grow in both volume and types. In the meantime, the pool of our KA also expands alongside with increasing number of listed biotech companies. The number of our KA customers increased from 34 in 2019 to 36 in 2020. The increase was the combined effect of the addition of six new KA customers as we began to provide services to them, offset by the deduction of four KA customers due to reduced demand for our services resulting from changes in their R&D pipelines. In the first quarter of 2021, we had 33 KA customers and are in the process of negotiating or entering new services agreements with a few KA customers for which we have completed projects recently. The average revenue contribution per KA customer was approximately RMB0.8 million in the first quarter of 2021.

In the meantime, more and more life sciences companies are also beginning to embrace the big data transformation. The number of our life sciences company customers increased from 118 in 2019 to 176 as in 2020. In the first quarter of 2021, we had 169 life sciences company customers and are in the process of negotiating or entering new services agreements with a few life sciences companies for which we have

 

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completed projects recently. We believe that we will have more life science customers contributing more revenue in the foreseeable future.

Expanding our client base, especially our KA customers, will continuously drive our growth. We believe there is substantial opportunity to further grow our customer base through our continuous sales and marketing effort.

Favorable policy tailwind for real-world evidence applications

We believe the growth of our RWS service is a key driver of our revenue potential. The market size of real-world study services for life sciences companies and healthcare providers in China is expected to grow at a CAGR of 60.1% from US$41.7 million in 2019 and reach US$7,390.9 million in 2030. Such a growth is driven by the tailwind of supportive government policies released, growth in applications of real-world evidence, and enhanced market acceptance. For example, in 2020, CDE issued the first guidance on real-world data used for real-world evidence generation. We believe this positive regulatory attitude will accelerate the adoption of innovative drugs such as indication expansion and new drugs approval, which in turn benefits our growth. As a leader of real-world evidence services in China, the number of our real-world study service projects being performed as of March 31, 2021 is 203. We had the largest real-world study service revenue in China in 2020, accounting for a market share of over 10%. We believe we are well positioned to capture the opportunities brought by the favorable policy tailwind for real-world evidence applications to increase our market shares.

However, the overall development and use of real-world evidence is still at an early stage. It is still uncertain whether real-world evidence applications can achieve widespread regulatory and market acceptance. Any material adverse changes in the regulatory landscape in respect of real-world evidence applications may impact our financial and operational performance. See “Risk Factors—Risks Related to Our Business Approach—There can be no assurance that precision life sciences solutions offered by LinkSolutions would obtain regulatory and market acceptance in the future.”

Constantly improving the capability of data curation

Significant investments in data curation have enhanced our capabilities to provide smarter personalized patient management and precision life sciences solutions. Those high-value solutions in turn fueled our revenue growth with significant competitive strength. Meanwhile, upgrading the technology infrastructure also enhances our operational efficiency, which helps reduce the labor-intensive human resource expenses and our operating expenses.

Our research and development expenses were RMB180.7 million in 2019 and RMB86.9 million in 2020, and RMB23.0 million in the first quarter in 2020 to RMB23.2 million in the first quarter in 2021. The higher expenses in 2019 were due to our significant initial investments in technology and infrastructure for improving data curation capabilities. In 2019, we trained our DRESS engine and Fellow-X system with a huge amount of resources and enhanced the AI capabilities. We also significantly improved our data analytical efficiency and reduced labor cost for processing medical records. In 2020 and the first quarter in 2021, our research and development expenses returned to a normal level. Going forward, we will continue to invest in improving our data curation capabilities, which in turn improves our operating efficiency. Our investments in research and development may be at times expensive, subjected to our development strategy, or take longer to develop than we expect and may not result in operational efficiencies. See “Risk Factors—Risks Related to Our Industry and Business Generally—We invest significantly in research and development, and we may not be able to recoup the investments we make, which in turn could adversely impact our financial condition and results of operations.”

Optimizing financial performance with LinkDoc flywheel

The combination of our different business offerings, including LinkCare, LinkData and LinkSolutions, leads to a strong flywheel effect. As LinkCare Platform serves more patients and physicians, we accumulate more

 

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unique real-world data. On one hand, as we process more real-world data through LinkData, its underlying AI Engine self-reinforces and becomes more intelligent over time, which in turn drives the continuous improvement of the LinkCare Platform and future development of novel digital therapeutics. On the other hand, as more unique real-world data leads to more patient cohorts established through LinkData, we can develop more new use cases for LinkSolutions. As more life sciences companies use LinkSolutions for their clinical research and commercial adoption, we can develop both stronger data curation capabilities for LinkData and serve more patients and physicians on the LinkCare Platform. This virtuous cycle fuels our growth, strengthens our relationship with key industry stakeholders, and, as a result, solidifies our leadership position.

We believe the LinkDoc flywheel will allow us to benefit more from substantial economies of scale. The infrastructure cost associated with our operations does not increase at the same pace as our revenue growth, driven by the flywheel effect, because a significant portion of our infrastructure cost was incurred when we initially set up our data infrastructure, and we do not require a proportional increase in the size of our workforce to support our growth. As our business further grows, we believe we will be able to take advantage of economies of scale to further improve our operational efficiency.

Key Components of Results of Operations

Revenue

We derive our revenue from (i) LinkCare and (ii) LinkSolutions.

 

   

LinkCare. LinkCare revenue is generated from our continuous patient care solution, patient management as a service and AI diagnosis and treatment. For the continuous patient care solution, we mainly provide medicines, healthcare products, other wellness merchandise, infusion or injection services and other ancillary services to patients. To a lesser extent we also utilize our medicine distribution capabilities that we established to fulfill both internal and external needs to sell medicines to pharmacy and distributor customers. For patient management as a service, we provide personalized follow-up care through our call center and online channels, and other personalized patient management services through service contracts with life sciences companies and medical associations. For AI diagnosis and treatment services, we provide our Hubble solutions through service contracts with hospitals. We expect our revenue from LinkCare to increase as a result of our increased brand awareness, further penetration into the market, broader geographic coverage of our patient care centers and more adoptions of our patient management platform.

 

   

LinkSolutions. LinkSolutions revenue is mainly generated from real-world study services, data insights services and clinical trial matching services. For real-world study services, we provide customized clinical trial and evidence-based assistance through contracts with life sciences companies and hospitals. For data insights, we either provide research reports or a data analysis platform to life sciences companies. For clinical trial matching, we generally enter into recruitment contracts with life sciences companies to provide qualified candidates for clinical trials. We expect our revenue from LinkSolutions to increase primarily driven by strengthening data analytical capability and continuously optimizing the technology platform, deepen our relationships with hospitals and life sciences companies.

Cost of revenues

Our cost of revenue mainly consists of (i) the purchase cost of products, (ii) employee costs, (iii) reimbursable out-of-pocket costs such as investigator fees, and (iv) expenses associated with the use of facilities and equipment by these employees. Our cost of products does not include other direct costs related to cost of product sales such as outbound shipping and handling expense, rental and depreciation expenses of patient care centers. Therefore, our cost of products sold may not be comparable to other companies which include such expenses in their cost of products.

 

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Operating Expenses

Employee expenses were the largest component of our operating expenses in 2019 and 2020 and for the three months ended March 31, 2021, amounting to RMB320.0 million and RMB196.1 million (US$29.9 million) in 2019 and 2020, and RMB47.4 million and RMB60.1 million (US$9.2 million) for the three months ended March 31, 2020 and 2021, respectively. The following table sets forth a breakdown of our operating expenses, in absolute amounts and as percentages of our total revenue, for the periods indicated.

 

    For the Year Ended December 31,     For the Three Months Ended March 31,  
    2019     2020     2020     2021  
    RMB     %     RMB     US$     %     RMB     %     RMB     US$     %  
    (in thousands, except for percentages)  

Operating expenses

                   

Selling and marketing expenses

    137,609       27.6       124,412       18,989       13.2       23,921       15.1       36,983       5,645       16.6  

General and administrative expenses

    154,280       30.9       125,598       19,170       13.3       26,863       16.9       43,591       6,653       19.5  

Research and development expenses

    180,662       36.2       86,924       13,267       9.2       23,034       14.5       23,205       3,542       10.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    472,551       94.7       336,934       51,426       35.8       73,817       46.6       103,778       15,840       46.5  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Selling and marketing expenses. Our selling and marketing expenses primarily consist of expenses for employees involved in selling and marketing activities and promotion expenses.

General and administrative expenses. Our general and administrative expenses primarily consist of expenses for employees involved in general corporate functions, professional fees, conference and traveling expenses and other general corporate expenses.

Research and development expenses. Our research and development expenses mainly consist of expenses for employees involved in researching and developing new technologies, and in designing, developing and maintaining technology system, as well as expenses associated with the use by these functions of facilities and equipment, such as rental and depreciation expenses. Research and development expenses are expensed as incurred.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to tax on income or capital gains arising from the Cayman Islands. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the Hong Kong subsidiary to the Company are not subject to withholding tax in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the first HK$2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) while the remaining profits will continue to be taxed at 16.5%. There is an antifragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates.

PRC

Our subsidiaries incorporated in China and our VIEs are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Pursuant to the PRC Enterprise Income

 

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Tax Law, or the EIT Law, which became effective on January 1, 2008, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a preferential rate applies. For example, enterprises qualified as “High and New Technology Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform statutory tax rate. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.

Our PRC subsidiaries are subject to value-added taxes, or VAT, at a rate from 3% to 13% on our products and services, less any deductible VAT we have already paid or borne. They are also subject to surcharges on VAT payments in accordance with PRC laws. As a Cayman Islands holding company, we may receive dividends from our PRC subsidiaries. The PRC EIT Law and its implementing rules provide that dividends paid by a PRC entity to a nonresident enterprise for income tax purposes are subject to PRC withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with China. Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or SAT Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. In October 14, 2019, the State Administration of Taxation promulgated the Administrative Measures for Nonresident Taxpayers to Enjoy Treatment under Tax Treaties, or SAT Circular 35, which became effective on January 1, 2020. SAT Circular 35 provides that nonresident enterprises are not required to obtain preapproval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, nonresident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, we may be able to benefit from the 5% withholding tax rate for the dividends received from PRC subsidiaries if we satisfy the conditions prescribed under SAT Circular 81 and other relevant tax rules and regulations. However, according to SAT Circular 81 and SAT Circular 35, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. We believe our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with us. If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.”

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented. This information should

 

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be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

 

    For the Year Ended
December 31,
    For the Three Months Ended
March 31,
 
    2019     2020     2020     2021  
    RMB     %     RMB     US$     %     RMB     %     RMB     US$     %  
    (in thousands, except for percentages)  

Revenues

    498,995       100.0       941,603       143,717       100.0       158,548       100.0       223,225       34,071       100.0  

Cost of revenues

    (438,303     (87.8     (864,420     (131,936     (91.8     (144,649     (91.2     (209,957     (32,046     (94.1

Selling and marketing expenses

    (137,609     (27.6     (124,412     (18,989     (13.2     (23,921     (15.1     (36,983     (5,645     (16.6

General and administrative expenses

    (154,280     (30.9     (125,598     (19,170     (13.3     (26,863     (16.9     (43,591     (6,653     (19.5

Research and development expenses

    (180,662     (36.2     (86,924     (13,267     (9.2     (23,034     (14.5     (23,205     (3,542     (10.4

Loss on disposal of subsidiaries

    (1,024     (0.2     —         —         —         —         —         —         —         —    

Government grants

    5,012       1.0       8,773       1,339       0.9       834       0.5       294       45       0.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (407,872     (81.7     (250,977     (38,307     (26.7     (59,084     (37.3     (90,216     (13,770     (40.4

Interest expenses

    (10,323     (2.1     (12,223     (1,866     (1.3     (2,810     (1.8     (1,192     (182     (0.5

Interest income

    9,044       1.8       2,011       307       0.2       617       0.4       1,113       170       0.5  

Change in fair value of financial liabilities

    (22,156     (4.4     (229,114     (34,970     (24.3     (3,430     (2.2     (46,547     (7,104     (20.9

Investment income

    1,681       0.3       1,897       290       0.2       155       0.1       27       4       0.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (429,628     (86.1     (488,407     (74,545     (51.9     (64,554     (40.7     (136,815     (20,882     (61.3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax (expense) / benefit

    (4,446     (0.9     (372     (57     (0.0     405       0.3       (1,643     (251     (0.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (434,074     (87.0     (488,779     (74,602     (51.9     (64,149     (40.5     (138,458     (21,133     (62.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Revenue

We derive our revenues from (i) LinkCare; and (ii) LinkSolutions.

The following table sets forth the components of our revenue, in absolute amounts and as percentages of total revenue, for the periods indicated.

 

     For the Three Months Ended March 31,  
     2020      2021  
     RMB      %      RMB      US$      %  
     (in thousands, except for percentages)  

Revenue

              

LinkCare

     140,058        88.3        187,412        28,605        84.0  

LinkSolutions

     18,490        11.7        35,813        5,466        16.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

     158,548        100.0        223,225        34,071        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Our revenues increased by 40.8% from RMB158.5 million for the three months ended March 31, 2020 to RMB223.2 million (US$34.1 million) for the three months ended March 31, 2021.

 

   

LinkCare. LinkCare revenue is generated from our continuous patient care solution, AI diagnosis and treatment, and patient management as a service. Our revenue generated from the continuous patient care solution increased by 29.7% from RMB138.3 million for the three months ended March 31, 2020 to RMB179.4 million (US$27.4 million) for the three months ended March 31, 2021. The increase was mainly due to the combined effect of (i) the growing volume of paying patients from approximately

 

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14,200 for the three months ended March 31, 2020 to approximately 20,100 for the three months ended March 31, 2021, attributable to our wider varieties of medication offerings capable of serving patients with more diverse needs and improved service quality from deeper operation experiences, and, to a lesser extent, increased numbers of patient care centers from 30 as of December 31, 2019 to 34 as of March 31, 2021, (ii) a slight increase in per paying patients payment from approximately RMB8,700 for the three months ended March 31, 2020 to approximately RMB8,800 for the three months ended March 31, 2021, and (iii) a decrease in our medicine sales to external pharmacy and distributor customers in the three months ended March 31, 2021 as we prioritized using our medicine distribution capabilities to fulfill our internal needs. Our revenue generated from AI diagnosis and treatment services increased by 6.5% from RMB0.9 million for the three months ended March 31, 2020 to RMB1.0 million (US$0.1 million) for the three months ended March 31, 2021. The increase was mainly driven by an increase in the pricing of our AI diagnosis and treatment services and the application of our AI diagnosis and treatment services to more hospitals for the three months ended March 31, 2021. Our revenue generated from patient management as a service increased by 761.3% from RMB0.8 million for the three months ended March 31, 2020 to RMB7.1 million (US$1.1 million) for the three months ended March 31, 2021. The increase was mainly driven by the growth in the number and value of the service contracts we entered into with life sciences companies and medical associations.

 

   

LinkSolutions. LinkSolutions revenue is mainly generated from real-world study services, clinical trial matching services and data insights services. Our revenue generated from LinkSolutions increased by 93.7% from RMB18.5 million for the three months ended March 31, 2020 to RMB35.8 million (US$5.5 million) for the three months ended March 31, 2021, mainly attributable to (i) the increase in the revenue generated from our real-world study services from RMB7.0 million to RMB13.0 million (US$2.0 million) provided to life sciences companies and hospitals, mainly driven by the increasing regulatory recognition and market acceptance of real-world evidence, and the growth in the ongoing number and value of the real-world study projects attributable to our first-mover advantage, and (ii) an increase of 108.1% in our revenue generated from the clinical trial matching services from RMB10.7 million in the three months ended March 31, 2020 to RMB22.2 million in the three months ended March 31, 2021 resulting from the full recovery of our business operations from the COVID-19 pandemic. Our revenue generated from data insights slightly decreased by 28% from RMB0.80 million for the three months ended March 31, 2020 to RMB0.6 million (US$0.1 million) for the three months ended March 31, 2021. The decrease was mainly due to a decline in the number of the service contracts we entered into with life sciences companies.

Cost of revenues

We incur cost of revenues from (i) LinkCare and (ii) LinkSolutions.

The following table sets forth the components of our cost of revenues, in absolute amounts and as percentages of total revenues, for the years indicated.

 

     For the Three Months Ended March 31,  
     2020      2021  
     RMB      %      RMB      US$      %  
     (in thousands, except for percentages)  

Cost of revenue

              

LinkCare

     130,522        82.3        185,912        28,376        83.3  

LinkSolutions

     14,127        8.9        24,046        3,670        10.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total cost of revenue

     144,649        91.2        209,957        32,046        94.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Our cost of revenues increased by 45.1% from RMB144.6 million for the three months ended March 31, 2020 to RMB210.0 million (US$32.0 million) for the three months ended March 31, 2021, which was generally in line with business expansion.

 

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The percentage of our cost of revenues to our revenues increased from 91.2% in 2020 to 94.1% in 2021 primarily attributable to an increase in the percentage of cost of revenues to revenues for our LinkCare segment from 93.2% in 2020 to 99.2% in 2021, and partially offset by a decrease in the percentage of cost of revenues to revenues for our LinkSolutions segment from 76.4% in 2020 to 67.1% in 2021.

LinkCare. The percentage of cost of revenues to revenues for the LinkCare business substantially increased primarily due to a sharp increase in the percentage of cost of revenues to revenues for continuous patient care solution. This increase was due to certain innovative medications we sell having been added to the drugs catalogs for national basic medical insurance, or drugs catalogs, in early 2021, which led to a price reduction of such products provided in our patient care centers since early March, while the corresponding cost of sales remained relatively stable. We believe in the future the percentage of cost of revenues to our total revenues will be less likely to be affected by similar events as significantly as in the first quarter in 2021. This is because we have implemented certain measures to reduce the risk, such as preemptively managing our inventory of medications that are likely to be affected, developing our product mix to include more innovative medications that are not likely to be added to the drugs catalogs in the near future, requesting distributors and life sciences companies from whom we purchase medications to reduce our purchase price in responses to the price reduction, and negotiating protective terms with distributors and life sciences companies from whom we purchase medications that can mitigate the negative impacts in the future. However, it takes time for these measures, especially the adjustment of product mix, to take effect. We cannot predict the exact types of medications that will be added to the drugs catalogs in the future, which depends on multiple factors, including the negotiations between life sciences companies and government authorities. Thus, we cannot guarantee that the measures we have adopted can fully mitigate the negative impact on our business, financial condition and results of operations. See “Risk Factors—Risks Related to Regulations—We are subject to extensive and evolving regulatory requirements. We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of healthcare, digital healthcare and internet-related business and companies, including limitations on our ability to own key assets.”

LinkSolutions. The percentage of cost of revenues to revenues for LinkSolutions business decreased primarily due to a rapid growth of our clinical trial matching services from the first quarter of 2020 to the first quarter of 2021 which had a lower percentage of cost of revenues to revenues in LinkSolutions business, primarily attributable to the recovery of our business operations from the COVID-19 pandemic.

Operating expenses

Our operating expenses primarily consist of (i) selling and marketing expenses, (ii) general and administrative expenses and (iii) research and development expenses. Our operating expenses increased by 40.6% from RMB73.8 million for the three months ended March 31, 2020 to RMB103.8 million (US$15.8 million) for the three months ended March 31, 2021, which was mainly due to the increase of selling and marketing expenses and general and administrative expenses.

 

     For the Three Months Ended March 31,  
     2020      2021  
     RMB      %      RMB      US$      %  
     (in thousands, except for percentages)  

Operating expenses

              

Selling and marketing expenses

     23,921        15.1        36,983        5,645        16.6  

General and administrative expenses

     26,863        16.9        43,591        6,653        19.5  

Research and development expenses

     23,034        14.5        23,205        3,542        10.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     73,817        46.6        103,778        15,840        46.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Selling and marketing expenses

Our selling and marketing expenses increased by 54.6% from RMB23.9 million for the three months ended March 31, 2020 to RMB37.0 million (US$5.6 million) for the three months ended March 31, 2021, which was

 

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primarily due to (i) an increase in employee related expenses, primarily attributable to (a) increased headcounts of our sales and marketing team and senior management, and (b) an increase in share-based compensation expenses allocated to the selling and marketing expenses from RMB228.1 thousand in the first quarter of 2020 to RMB5.5 million in the first quarter of 2021; and, (ii) increases in the number of on-site conferences and travel expenses as our business operations are fully recovered from the COVID-19 pandemic.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

Selling and marketing expenses

     23,921        36,983        13,062        54.6  

General and administrative expenses

Our general and administrative expenses increased by 62.3% from RMB26.9 million for the three months ended March 31, 2020 to RMB43.6 million (US$6.7 million) for the three months ended March 31, 2021, which was primarily due to (i) an increase in professional fees; and (ii) an increase in employee related expenses attributable to (a) increased headcounts, and (b) an increase in share-based compensation expenses allocated to the general and administrative expenses from RMB388.2 thousand in the first quarter of 2020 to RMB3.2 million in the first quarter of 2021.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

General and administrative expenses

     26,863        43,591        16,728        62.3  

Research and development expenses

Our research and development expenses remained stable at RMB23.0 million for the three months ended March 31, 2020 and RMB23.2 million (US$3.5 million) for the three months ended March 31, 2021.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

Research and development expenses

     23,034        23,205        171        0.7  

Operating loss

As a result of the foregoing, our operating loss increased by 52.7% from RMB59.1 million for the three months ended March 31, 2020 to RMB90.2 million (US$13.8 million) for the three months ended March 31, 2021.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

Operating loss

     59,084        90,216        31,132        52.7  

Interest expenses

Our interest expenses decreased by 57.6% from RMB2.8 million for the three months ended March 31, 2020 to RMB1.2 million (US$0.2 million) for the three months ended March 31, 2021, which was related to the long-

 

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term debts we borrowed from two investors and recognized over the terms of the loan agreements, using effective interest rate.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

Interest expenses

     2,810        1,192        (1,618      (57.6)  

Interest income

Our interest income increased by 80.4% from RMB0.6 million for the three months ended March 31, 2020 to RMB1.1 million (US$0.2 million) for the three months ended March 31, 2021, which was primarily due to the increase of average bank deposits amount during 2020 compared to 2019.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

Interest income

     (617      (1,113      (496      80.4  

Change in fair value of financial liabilities

Our financial liabilities consist of warrants and options to purchase redeemable convertible preference shares. The change in fair value of financial liabilities increased significantly by 1,257.1% from RMB3.4 million for the three months ended March 31, 2020 to RMB46.5 million (US$7.1 million) for the three months ended March 31, 2021.

 

     For the Three Months Ended
March 31,
     Change  
     2020      2021      RMB      %  
     (RMB in thousands, except for percentages)  

Change in fair value of financial liabilities

     3,430        46,547        43,117        1,257.1  

Investment income

Our investment income decreased by 82.6% from RMB155 thousand for the three months ended March 31, 2020 to RMB27 thousand (US$4 thousand) for the three months ended March 31, 2021, which was primarily due to the decreased investment in bank financial products.

 

     For the Three Months Ended
March 31,
     Change  
     2020