阿诺医药美股招股说明书(2023-09-29版)

Adlai Nortye Ltd. Representing 7,500,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinaryshares of Adlai Nortye Ltd. We are offering a total of 2,500,000 ADSs. Each ADS represents three of our Class Aordinary shares, par value US$0.0001 per share. The underwriters may also purchase up to 375,000 additionalADSs within 30 days from the date of this prospectus. Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares. Wehave been approved to list the ADSs on the Nasdaq Global Market under the symbol “ANL.” Immediately prior to the completion of this offering, our issued and outstanding share capital will consist ofClass A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinaryshares have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitledto one vote, and each Class B ordinary share shall be entitled to 15 votes on all matters subject to a vote atgeneral meetings of our company. Each Class B ordinary share shall be convertible into Class A ordinary share atany time at the option of the holder thereof. Class A ordinary shares shall not be convertible into Class B ordinaryshares under any circumstances. Additionally, upon the completion of this offering and the concurrent private placement, we will be a“controlled company” as defined under corporate governance rules of Nasdaq Stock Market, because Mr. YangLu will beneficially own 100% of our then-issued and outstanding Class B ordinary shares and will be able toexercise 79.5% of the total voting power of our issued and outstanding ordinary shares immediately after theconsummation of this offering and the concurrent private placement, assuming the underwriters do not exerciseits option to purchase additional ADSs. For further information, see “Principal Shareholders” and “Risk Factors—Risks related to the ADSs—We will be a “controlled company” within the meaning of the Nasdaq StockMarket listing rules and, as a result, may rely on exemptions from certain corporate governance requirements thatprovide protection to shareholders of other companies.” Concurrently with, and subject to, the completion of this offering, Nippon Kayaku Co., Ltd., or NipponKayaku, a chemical company headquartered in Japan, which undertakes the development, manufacturing and saleof functional chemicals, pharmaceuticals, safety systems and agrochemicals, has agreed to purchase US$40.0million in Class A ordinary shares from us. This concurrent private placement is at a price per Class A ordinaryshare equal to the initial public offering price adjusted to reflect the ADS-to-Class A ordinary share ratio. We willissue and sell a total of 5,217,391 Class A ordinary shares in this concurrent private placement. Our proposedissuance and sale of Class A ordinary shares to Nippon Kayaku is being made through private placement pursuantto an exemption from registration with the SEC under Regulation S of the Securities Act. Pursuant to thesubscription agreement executed with Nippon Kayaku on July 27, 2023, the closing of this concurrent privateplacement is subject to the completion of this offering and satisfaction of customary closing conditions. If thisoffering is completed, the closing of this concurrent private placement is expected to occur concurrently. NipponKayaku has agreed with the underwriters not to, directly or indirectly, sell, transfer or dispose of any Class Aordinary shares for a period of 180 days after the date of the underwriting agreement, subject to certainexceptions. In addition, an investor has subscribed for, and has been allocated by the underwriters, an aggregate of2,173,913 ADSs at the initial public offering price and on the same terms as the other ADSs being offered,representing approximately 87.0% of the total ADSs in this offering, assuming the underwriters do not exercisetheir option to purchase additional ADSs. The underwriters will receive the same underwriting discounts andcommissions on any ADSs purchased by this investor as they will on any other ADSs sold to the public in thisoffering. See “Underwriting.” Adlai Nortye Ltd. is not a Chinese operating company, but is a Cayman Islands holding company. Our dailyoperations are conducted primarily through our operating subsidiaries in the United States and mainland China. Investors purchasing the ADSs in this initial public offering are purchasing equity securities of our CaymanIslands holding company and are not purchasing equity securities of our operating subsidiaries. As a holdingcompany, we may rely on dividends from our subsidiaries for our cash requirements, including any payment ofdividends to our shareholders. The ability of our subsidiaries to pay dividends to us, however, may be restrictedby the debt they incur on their own behalf and/or laws and regulations applicable to them. Unless othe