正业生物美股招股说明书(2025-01-07版)

Zhengye Biotechnology Holding Limited This is an initial public offering on a firm commitment basis of our ordinary shares, par value $0.000025 pershare (“Ordinary Shares”). Prior to this offering, there has been no public market for our Ordinary Shares. Theinitial public offering price is $4.00 per Ordinary Share. The offering is being made on a “firm commitment”basis by Kingswood Capital Partners, LLC (the “Underwriter”). See “Underwriting.” We have received theapproval from the NASDAQ Stock Market (“Nasdaq”) to list our Ordinary Shares. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entireinvestment. See “Risk Factors”beginning on page 16 to read about factors you should consider beforebuying our Ordinary Shares. Unless otherwise stated, as used in this prospectus and in the context of describing our operations andconsolidated financial information, “we,” “us,” “our,” the “Company,” “our Company,” or “Zhengye Cayman”refers to Zhengye Biotechnology Holding Limited, an exempted company limited by shares incorporated inCayman Islands, when describing Zhengye Cayman’s consolidated financial information for the fiscal yearsended December 31, 2023 and 2022, also includes Zhengye Cayman’s subsidiaries, including subsidiaries inChina; “VVAX Skyline” refers to VVAX Skyline Holdings Limited, a British Virgin Islands corporation,which is wholly owned by Zhengye Cayman; “Peg Biotechnology” refers to Peg Biotechnology (HK) HoldingLimited, a Hong Kong corporation, which is wholly owned by VVAX Skyline; “Windsor Holdings” refers toWindsor Holdings Co., Ltd., a British Virgin Islands corporation, which is wholly owned by VVAX Skyline;and “Jilin Zhengye” or the “operating entity” refers to Jilin Zhengye Biological Products Co., Ltd., a limitedliability company organized under the laws of the PRC, which is held 58.6890% by Hainan SenhanBiotechnology Co., Ltd. (“Hainan Senhan”), 25.1524% by Windsor Holdings, 15.2439% by Jilin Economicand Technological Development Zone Economic and Technological Development General Corporation,0.9146% by Jilin Jinqiao Investment Co., Ltd., and 0.0001% by Yufeng Liu. Zhengye Cayman is a holding company incorporated in the Cayman Islands and not a Chinese or Hong Kongoperating company. As a holding company with no material operations of its own, Zhengye Cayman conductsits operations through its principal subsidiary incorporated in China. See “Risk Factors — Risks Relating toDoing Business in China — Chinese regulatory authorities could disallow our holding company structure,which may result in a material change in the operating entity’s operations and/or a material change in the valueof the securities we are registering for sale, including that it could cause the value of such securities tosignificantly decline or become worthless.” The Ordinary Shares offered in this prospectus are shares of theCayman Islands holding company instead of shares of the operating entity in China. Holders of our OrdinaryShares do not directly own any equity interests in our subsidiaries, including the equity interests in ourprincipal subsidiary based in China, but will instead own shares of a Cayman Islands holding company. We are subject to certain legal and operational risks associated with being based in and having the majority ofthe Company’s operations in China. These risks may result in material changes in our operations, or a completehindrance of our ability to offer or continue to offer our securities to investors, and could cause the value ofsuch securities to significantly decline or become worthless. Recently, the PRC government adopted a series ofregulatory actions and issued statements to regulate business operations in China with little advance notice,including cracking down on illegal activities in the securities market, adopting new measures to extend thescope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of thisprospectus, neither we nor the operating entity have been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction.The Cybersecurity Review Measures became effective on February 15, 2022. As confirmed by our PRCcounsel,Guantao Law Firm Hangzhou Office(“Guantao”),we do not expect to become subject tocybersecurity review by the CAC for this offering, given that: (i) the data the operating entity handles in itsbusiness operations, either by its nature or in scale, do not trigger significant concerns over PRC nationalsecurity; and (ii) neither we nor the operating entity have processed, or anticipate to process in the foreseeablefuture, personal information of more than one million users or persons. Based on the above and the informationcurrently available, we believe the impact of the CAC’s increasing Table of Contents oversight over data security on the operating entity’s business