健永生技美股招股说明书(2025-06-18版)

This is an initial public offering of 2,666,667 ordinary shares of Jyong BiotechLtd., par value US$0.00001 per share, by Jyong Biotech Ltd. The initial publicoffering price of our ordinary shares is US$7.50 per share. Our ordinary shares have been approved for listing on the Nasdaq Global Marketunder the symbol “MENS.” We are an “emerging growth company” and a “foreign private issuer” underapplicable U.S.federal securities laws, and as such, are eligible for certainreduced public company reporting requirements for this prospectus and future filings.See the sections titled “Prospectus Summary—Implications of Being an EmergingGrowth Company” and “Prospectus Summary—Implications of Being a Foreign PrivateIssuer” for additional information. We are a Cayman Islands exempted holding company with operations conducted by oursubsidiaries. Throughout this prospectus, unless the context indicates otherwise,references to “the Company,” “our Company,” and “Jyong” refer to Jyong BiotechLtd. “We,” “us,” and “our” refer to Jyong Biotech Ltd. and its subsidiaries. Wecurrently conduct our business through five wholly owned subsidiaries, includingHealth Ever Bio-Tech Co., Ltd. and Genvace Biotechnology Co., Ltd. in Taiwan, JyongBiotech International Pte. Ltd. in Singapore, Top ShunXing Bio-Tech Co., Limited inHongKong, and Innovative Biotech Co., Ltd. in the People’s Republic of China, orthe PRC, among which Jyong holds the equity interests in its PRC subsidiary throughits subsidiary incorporated in HongKong. See “Corporate History and Structure” foradditional details. Investors purchasing our ordinary shares in this initial publicoffering are purchasing equity securities of our Cayman Islands exempted holdingcompany and are not purchasing equity securities of our operating subsidiaries. Inthe normal course of our business, we would evaluate the financial condition andcapital needs of our subsidiaries periodically and then provide funding for theiroperations via equity investments and intercompany loans. As of the date of thisprospectus, we have provided US$14.5million intercompany loans and US$5,000 capitalcontributions to our Hong Kong subsidiary. None of our subsidiaries have declared orpaid any dividends or distributions on equity to their respective holding companiesas of the date of this prospectus. We have largely relied, and expect to continuouslyrely, on dividends or other distributions on equity from our subsidiaries for ourcash requirements. We have no plans to declare cash dividends in the near term, butas a holding company, we may depend on receipt of funds from one or more of oursubsidiaries if we determine to pay cash dividends to holders of our ordinary sharesin the future. While our PRC subsidiary has no operations and generates no revenue asof the date of this prospectus, should it generate revenue in the future,restrictions on currency exchanges in China may limit our ability to freely convertsuch Renminbi to fund any future business activities outside China or other paymentsin U.S.dollars, and capital control measures imposed by the Chinese government maylimit our ability to use capital from our PRC subsidiary for business purposesoutside of China. See “Prospectus Summary—Holding Company Structure” on page 9for a more detailed description. As of the date of this prospectus, all of our operations are outside of PRC,although we have established one subsidiary in HongKong and one subsidiary inChina. We do not expect the listing of our ordinary shares to be materially affectedby recent statements by the PRC government indicating an intent to exert moreoversight and control over offerings that are conducted overseas and/or foreigninvestment in China-based issuers, including but not limited to, the cybersecurityreview, the merger control review and other regulatory reviews of overseas listingthrough an offshore holding company. Specifically, on February17, 2023, the ChinaSecurities Regulatory Commission, or CSRC, issued the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Companies, or the TrialMeasures, which became effective on March31, 2023. We reasonably believe that theTrial Measures do not apply to us, and as of the date of this prospectus, we have notreceived any inquiry, notice, warning or sanctions regarding our planned overseaslisting from the CSRC and any other PRC governmental authorities. However, due to theextraterritorial reach, the so-called“long arm provisions” under the current PRClaws and regulations, there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China. See “Risk Factors—RisksRelated to Our Business and Industry — We currently have no operations in Chinaalthough we have established a subsidiary in each of HongKong and China. However,due to the extraterritorial reach (the so-called“long arm provisions”) under thecurrent PRC laws and regulations, the Chinese government may exert substantialoversight an