安派科美股招股说明书(2020-01-31版)

424B4 1 d757284d424b4.htm 424(B)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-234408 1,333,360 American Depositary Shares AnPac Bio-Medical Science Co., Ltd. Representing 1,333,360 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of AnPac Bio-Medical Science Co., Ltd. We are offering 1,333,360 ADSs. Each ADS represents one of our Class A ordinary shares, par value US$0.01 per share. Prior to this offering, there has been no public market for the ADSs or our shares. The ADSs have been approved for listing on The NASDAQ Global Market, under the symbol “ANPC.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements. We have and will maintain a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 (1) vote, and each Class B ordinary share is entitled to ten (10) votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by its holder. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity who is not an affiliate of the holder, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares. Our founder and chairman, Dr. Chris Chang Yu, together with Zhangjiang GU KE Company Limited and Zhijun Sihang Holdings Limited with respect to a portion of their ordinary shares, beneficially own all of our issued Class B ordinary shares. All Class B ordinary shares account for approximately 25.6% of our total outstanding shares immediately after the completion of this offering and 77.4% of the aggregate voting power of our total outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option and excluding shares issuable upon exercise of unexercised options or the warrants we have agreed to grant to the representatives of the underwriters or upon conversion by Jiaxing Zhijun Investment Management Co., Ltd. of its convertible loans to us. See “Principal Shareholders.” An individual investor has subscribed for and been allocated 145,881 ADSs, or approximately 10.9% of the ADSs in this offering at the initial public offering price and on the same terms as the other ADSs being offered in this offering. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by this investor as they will on any other ADSs sold to the public in this offering. Investing in ADSs involves a high degree of risk. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PRICE US$12.00 PER ADS Price toPublic UnderwritingDiscounts andCommissions(1) Net Proceeds toUs Per ADS US$12.00 US$0.84 US$11.16 Total US$16,000,320 US$1,120,022.40 US$14,880,297.60 (1)For additional information on underwriting compensation, see “Underwriting.” The underwriters have a 30-day option to purchase up to an aggregate of 200,004 additional ADSs from us at the initial public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in New York, New York on February 3, 2020. Joint Book-Running Managers WestPark Capital, Inc. Univest Securities, LLCProspectus dated January 28, 2020 Table of ContentsTABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 RISK FACTORS 14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 57 USE OF PROCEEDS 59 DIVIDEND POLICY 60 CAPITALIZATION 61 DILUTION 62 ENFORCEABILITY OF CIVIL LIABILITIES 64 CORPORATE HISTORY AND STRUCTURE 66 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA 68 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 72 INDUSTRY 92 BUSINESS 97 REGULATIONS 123 MANAGEMENT 142 PRINCIPAL SHAREHOLDERS 149 RELATED PARTY TRANSACTIONS 151 DESCRIPTION OF SHARE CAPITAL 153 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 165 SHARES ELIGIBLE FOR FUTURE SALE 177 TAXATION 179 UNDERWRITING 186 EXPENSES RELATED TO THIS OFFERING 193 LEGAL MATTERS 193 EXPERTS 193 WHERE YOU CAN FIND ADDITIONAL INFORMATION 194 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS