Lakeshore Biopharma Co., Ltd美股招股说明书(2023-08-15版)

UP TO 24,130,762 ORDINARY SHARES This prospectus relates to the offer and sale from time to time by the selling securityholders namedherein or their pledgees, donees, transferees, or other successors in interest that receive any of thesecuritiesas a gift,distribution,or other non-sale related transfer(collectively,the“SellingSecurityholders”) of up to 24,130,762 ordinary shares, par value $0.00002 per share (“OrdinaryShares”), of YS Biopharma Co., Ltd. (“YS Biopharma,” “we” or “us”). We are registering the offer and sale of these securities, in part, to satisfy certain registration rights wehave granted. The Selling Securityholders may offer all or part of the securities for resale from time totime through public or private transactions, at either prevailing market prices or at privately negotiatedprices. These securities are being registered to permit the Selling Securityholders to sell securitiesfrom time to time, in amounts, at prices and on terms determined at the time of offering. The SellingSecurityholders may sell these securities through ordinary brokerage transactions, in underwrittenofferings, directly to market makers of our securities or through any other means described in “Plan ofDistribution” herein. In connection with any sales of securities offered hereunder, the SellingSecurityholders, any underwriters, agents, brokers or dealers participating in such sales may bedeemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended. Despite a potential decline in the public trading price of the Ordinary Shares, certain SellingSecurityholders may still experience a positive rate of return on the securities that they sell pursuant tothis prospectus as they have acquired the securities registered hereunder at prices substantially belowcurrent market prices, and may therefore have an incentive to sell their securities. However, the publicholders of YS Biopharma’s securities may not experience a similar rate of return on the securities theypurchase due to differences in the applicable purchase price and trading price. Specifically, (1) Hui Shao acquired 2,002,780 Ordinary Shares at an average price of approximately$0.00002 per share (including 1,802,780 Ordinary Shares held by Mountainview Investment HoldingsLLC, a limited liability company incorporated under the laws of the State of Delaware and wholly-controlledby Mr. Hui Shao,and 200,000 Ordinary Shares directly held by Mr. Hui Shao),(2) Chunyuan Wu acquired 97,500 Ordinary Shares at an average price of approximately $0.00002 pershare, (3) Sunangal Ajit Shetty & Christine Maria M. Clerinx acquired 27,500 Ordinary Shares at anaverage price of approximately $3.6 per share, (4) Viren T MEHTA & Amita RODMAN (as Trusteesof V Mehta RLT & A Rodman RLT) acquired 35,000 Ordinary Shares at an average price ofapproximately $3.6 per share, (5) Stanley Yi Chang acquired 82,111 Ordinary Shares at an averageprice of approximately $0.12 per share, (6) Viren T Mehta acquired 72,500 Ordinary Shares at anaverage price of approximately $0.00002 per share, (7) Sunangal Ajit Shetty acquired 72,500 OrdinaryShares at an average price of approximately $0.00002 per share, (8) Asia Ventures II L.P. acquired2,718,499 Ordinary Shares at an average price of approximately $3.71 per share, (9) F-Prime CapitalPartnersHealthcare Fund III LP acquired 1,165,071 Ordinary Shares at an average price ofapproximately $3.71 per share, (10) HH SUM XXXVI Holdings Limited acquired 751,790 OrdinaryShares at an average price of approximately $6.65 per share, (11) Entities affiliated with OrbiMedacquired4,298,465 Ordinary Shares at an average price of approximately$6.27 per share,(12) Haitong Xu Yu International Limited acquired 187,948 Ordinary Shares at an average price ofapproximately$6.65pershare,(13) EpiphronCapital(Hong Kong)Limitedacquired187,948 Ordinary Shares at an average price of approximately $8.91 per share, (14) 3W GlobalInvestment Limited acquired 187,948 Ordinary Shares at an average price of approximately $6.65 pershare, (15) Oceanpine Investment Fund II LP acquired 4,105,596 Ordinary Shares at an average priceof approximately $9.74 per share, (16) AIHC Master Fund acquired 718,480 Ordinary Shares at anaverage price of approximately $9.74 per share, (17) 3W Global Fund acquired 2,052,798 Ordinary Shares at an average price of approximately $9.74 per share, (18) MSA China Growth Fund II L.P.acquired1,129,039 Ordinary Shares at an average price of approximately$9.74 per share,(19) Superstring Capital Master Fund LP acquired 307,920 Ordinary Shares at an average price ofapproximately $9.74 per share, (20) Wudaokou Capital Limited acquired 307,920 Ordinary Shares atan average price of approximately $9.74 per share, (21) Gennex China Growth Fund acquired205,280 Ordinary Shares at an average price of approximately $9.74 per share, (22) Adjuvant GlobalHealthTechnology Fund,L.P.acquired 2,436,298 Ordinary Shares at an average price ofapproximately $5.06 p