NEW YORK, Feb. 16, 2024 /PRNewswire/ -- Yi Zhang and shareholders representing over 59.2% of the outstanding shares of YS Biopharma Co., Ltd. (the "Company" or "YS") (NASDAQ: YS) (the "Convening Shareholders") today announced the successful approval of all resolutions at the YS Extraordinary General Meeting of Shareholders ("EGM") held today. 62,132,308 shares out of 93,058,197 total outstanding shares of YS voted in the EGM, which represents 66.8% of all outstanding shares. Before the EGM, individuals purp ...

Group 1 - YS Biopharma Co., Ltd. received a requisition from APEX Prospect Limited to convene an extraordinary general meeting (EGM) due to concerns regarding corporate governance and management practices [1][2] - The agenda for the EGM includes reaffirming the appointment of current board members, investigating alleged misconduct by former chairperson Mr. Yi Zhang, strengthening corporate governance, and removing Mr. Yi Zhang from all positions within the company [2][3] - The proposed EGM is scheduled for February 22, 2024, in Hong Kong, where shareholders will vote on the resolutions put forth by the requisitioning shareholder [3] Group 2 - YS Biopharma is focused on developing vaccines and therapeutic biologics for infectious diseases and cancer, utilizing its proprietary PIKA® immunomodulating technology platform [4] - The company operates in multiple countries, including China, the United States, Singapore, and the Philippines, and is led by a management team with extensive experience in the biopharmaceutical industry [4]

Core Viewpoint - YS Biopharma Co., Ltd. has appointed six new members to its Board of Directors, effective February 13, 2024, and elected Dr. Ajit Shetty as Chairperson of the Board [1] Group 1: New Board Members - Dr. Yuntao Cui brings over 15 years of legal experience, previously serving as Senior Lawyer at Zhong Lun Law Firm and General Manager of Legal Affairs at Wanda Group [2] - Dr. Jin Wang, with over 27 years in biotech, is the Founding Partner and CEO of Manhattan Capital Investment Consulting Group and has managed the Nuokang Venture Fund since 2014 [3] - Mr. Henry Chen is the CEO of Monument Pacific Development Corp., focusing on residential and commercial property development in California [4] - Mr. Haitao Zhao has been a Partner at Shanxi Tie Niu law firm since 2016, specializing in corporate law and intellectual property [4] - Mr. Pierson Yue Pan has served as Vice President of Monument Pacific Development Corp. since 2018, with prior experience in project development and management [5] - Ms. Chunyuan (Brenda) Wu has been the CFO of YS Group since December 31, 2020, with extensive experience in finance and auditing [5] Group 2: Leadership Comments - Dr. Ajit Shetty expressed confidence in the new directors, highlighting their expertise in corporate governance, legal affairs, business management, and strategic decision-making [6] Group 3: Company Overview - YS Biopharma is a global biopharmaceutical company focused on developing vaccines and therapeutic biologics for infectious diseases and cancer, utilizing its proprietary PIKA® immunomodulating technology platform [7]

GAITHERSBURG, Md., Feb. 9, 2024 /PRNewswire/ -- YS Biopharma Co., Ltd. (NASDAQ: YS) ("YS Biopharma") along with its subsidiaries ("YS Group" or the "Company"), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, today announced that it has entered into a share purchase agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser") for the private ...

BEIJING, Feb. 8, 2024 /PRNewswire/ -- Shareholders of YS Biopharma Co., Ltd. (NASDAQ: YS) ("YS Biopharma"), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, today announced they are convening an extraordinary general meeting of shareholders ("EGM"). The shareholders convening the meeting (the "Convening Shareholders") include Yi Zhang, the founder of YS Biopharma an ...

NEW YORK, Jan. 24, 2024 (GLOBE NEWSWIRE) -- Diamond Equity Research, a leading equity research firm with a focus on small capitalization public companies, has released an update note on YS Biopharma Co., Ltd. (NASDAQ:YS). The update note includes information on YS Biopharma's financial results, management commentary, recent developments, outlook, risks, and our revised valuation estimates. The update note is available here. Highlights from the note include: First Half FY 2024 Financial Result Update - In th ...

GAITHERSBURG, Md., Jan. 22, 2024 /PRNewswire/ -- YS Biopharma Co., Ltd. (NASDAQ: YS) ("YS Biopharma") along with its subsidiaries ("YS Group" or the "Company"), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, today announced its unaudited consolidated financial results for the first half of the fiscal year ended March 31, 2024 (the "first half of fiscal year 2024") ...

Financial Performance - Total revenues for the first half of fiscal year 2024 were RMB273.1 million (US$38.0 million), a decrease of 31.6% compared to RMB399.5 million in the same period of fiscal year 2023[8] - Net loss for the first half of fiscal year 2024 was RMB174.5 million (US$24.3 million), compared to RMB11.1 million in the same period of 2023[13] - Revenues for the six months ended September 30, 2023, were RMB 273,092,454, down from RMB 399,534,723 for the same period in 2022, representing a decrease of about 31.7%[26] - The net loss for the six months ended September 30, 2023, was RMB 174,522,798, compared to a net loss of RMB 11,125,365 for the same period in 2022, reflecting a significant increase in losses[26] - The company reported a basic and diluted loss per share of (1.88) for the six months ended September 30, 2023, compared to (0.18) for the same period in 2022[26] Profitability and Margins - Gross profit was RMB220.9 million (US$30.8 million), with a gross margin of 80.9%, up from 76.5% in the same period of fiscal year 2023[9] - Gross profit for the six months ended September 30, 2023, was RMB 220,905,312, compared to RMB 305,833,944 for the same period in 2022, indicating a decline of approximately 27.8%[26] Expenses - Selling and marketing expenses increased to RMB157.7 million (US$22.0 million) in the first half of fiscal year 2024, up from RMB150.2 million in the same period of fiscal year 2023[10] - Research and development expenses rose to RMB178.9 million (US$24.9 million) in the first half of fiscal year 2024, compared to RMB123.9 million in the same period of fiscal year 2023[12] - Total operating expenses increased from RMB 323,676,199 in the first half of 2022 to RMB 404,163,927 in the first half of 2023, an increase of about 25%[26] Cash and Liquidity - Cash and cash equivalents totaled RMB259.9 million (US$36.2 million) as of September 30, 2023, down from RMB370.4 million as of March 31, 2023[14] - Cash and cash equivalents decreased from RMB 370,108,059 on March 31, 2023, to RMB 259,905,532 on September 30, 2023, a decline of approximately 29.8%[23] - Cash at the end of the period was RMB 259,905,532, up from RMB 227,027,266 at the beginning of the period[32] - Net cash used in operating activities increased to RMB (145,831,735) for the six months ended September 2023, from RMB (107,395,153) in the prior year[32] - Proceeds from bank loans and other borrowings amounted to RMB 201,211,920, while repayments totaled RMB (156,356,071), resulting in net cash provided by financing activities of RMB 44,855,849[32] Assets and Liabilities - Total current assets decreased from RMB 1,035,978,664 on March 31, 2023, to RMB 934,605,218 on September 30, 2023, a decline of approximately 9.8%[23] - Total liabilities rose from RMB 991,300,326 on March 31, 2023, to RMB 1,054,186,774 on September 30, 2023, an increase of approximately 6.3%[23] - Shareholders' equity decreased from RMB 728,453,285 on March 31, 2023, to RMB 557,096,330 on September 30, 2023, a decline of about 23.4%[27] Clinical Development and Patents - The company completed enrollment of 4,500 participants in its Phase III clinical trial for the PIKA rabies vaccine, with interim results expected in the first half of 2024[5] - The United States Patent and Trademark Office issued a patent for PIKA YS-HBV-002, with clinical development expected to commence in 2024[7] Inventory and Depreciation - Write-down of inventories to net realizable value was RMB 10,678,694 for the six months ended September 2023, indicating a significant adjustment[32] - Depreciation of property, plant, and equipment increased to RMB 16,514,915 for the six months ended September 2023, compared to RMB 13,818,386 in the same period of 2022[32] Government Grants and Interest - The company recorded government grants of RMB 14,627,559 for the six months ended September 30, 2023, down from RMB 22,456,691 for the same period in 2022, a decrease of about 34.8%[26] - Interest paid decreased to RMB 10,132,047 for the six months ended September 2023, down from RMB 12,723,051 in the previous year[32] Cash Flows - Cash flows from investing activities showed a net cash outflow of RMB (23,421,694) for the six months ended September 2023, compared to RMB (19,024,351) in the prior year[32] - Non-cash lease expense was RMB 2,452,349 for the six months ended September 2023, slightly up from RMB 2,409,286 in the same period of 2022[32] - Fair value changes of warrant liability resulted in a loss of RMB (6,851,308) during the period[32]

Core Viewpoint - YS Biopharma has appointed Ms. Rui Yu as the new Chairperson of its Audit Committee, effective January 7, 2024, enhancing its governance structure and expertise in the biopharmaceutical sector [1]. Group 1: Board Committee Membership - The Audit Committee will now consist of Rui Yu (Chairperson), Viren Mehta, and Shaojing Tong [2]. - The Compensation Committee will include Viren Mehta (Chairperson), Ajit Shetty, Shaojing Tong, and Rui Yu [2]. - The Nominating and Corporate Governance Committee will be chaired by Ajit Shetty, with members Viren Mehta, Rui Yu, and Yi Zhang [2]. Group 2: Company Overview - YS Biopharma is focused on discovering, developing, manufacturing, and commercializing vaccines and therapeutic biologics for infectious diseases and cancer [2]. - The company has developed a proprietary PIKA® immunomodulating technology platform aimed at improving vaccines for Rabies, Coronavirus, Hepatitis B, Influenza, and Shingles [2]. - YS Biopharma operates in multiple countries, including China, the United States, Singapore, and the Philippines, and is led by a management team with extensive experience in the biopharmaceutical industry [2].

PART I [Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) YS Biopharma, a Cayman Islands holding company with operations in China, faces significant PRC government oversight, potential HFCAA delisting risk, and is a 'controlled company' under Nasdaq rules with founder control - The company operates as a Cayman Islands holding company, with primary business activities in China, Singapore, and the Philippines, where investors hold shares in the holding company, not the operating subsidiaries[19](index=19&type=chunk) - Substantial operations in China expose the company to legal and operational risks, including significant PRC government influence that could adversely affect business and R&D activities[20](index=20&type=chunk) - The company is subject to the Holding Foreign Companies Accountable Act (HFCAA), with uncertain PCAOB inspection access to its US-based auditor's work in China, posing a potential delisting risk despite the PCAOB vacating its 2021 negative determination[21](index=21&type=chunk)[274](index=274&type=chunk) - YS Biopharma is a **'controlled company'** as founder and Chairman Mr. Yi Zhang beneficially controls **over 50%** of the total voting power through a concert party agreement[25](index=25&type=chunk)[26](index=26&type=chunk) - Cash is transferred from the parent company to PRC subsidiaries as capital contributions or shareholder loans, with HK Yisheng making capital contributions of **$59.9 million** in fiscal 2021 and **$45.1 million** in fiscal 2022 to Liaoning Yisheng, with no transfers in fiscal 2023[22](index=22&type=chunk) [Risk Factors](index=13&type=section&id=D.%20Risk%20Factors) The company faces various risks that could materially affect its business, financial condition, and operational results [Information on the Company](index=85&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) YS Biopharma, a global biopharmaceutical company, focuses on vaccines and biologics, with its YSJA™ rabies vaccine as a primary commercial product and a pipeline driven by its proprietary PIKA immunomodulating technology platform - The company completed its Business Combination with Summit Healthcare Acquisition Corp. on **March 16, 2023**, with Ordinary Shares and Warrants beginning Nasdaq trading on **March 17, 2023**, under symbols 'YS' and 'YSBPW'[410](index=410&type=chunk) - The company's core marketed product is the YSJA™ rabies vaccine, the first aluminum-free lyophilized rabies vaccine in China, with **over 19.9 million doses** sold to **1,687 county-level CDCs** from October 2020 to March 31, 2023[414](index=414&type=chunk)[797](index=797&type=chunk) - The company's R&D is centered around its proprietary PIKA immunomodulating technology platform, generating a pipeline of **eight product candidates**, including **four in clinical** and **four in preclinical stages**[415](index=415&type=chunk)[798](index=798&type=chunk) - YS Biopharma holds approximately **70 patents** across **more than 30 countries** and regions related to its PIKA technology and product innovations[415](index=415&type=chunk) [History and Development of the Company](index=85&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) This section outlines the company's historical background and key developmental milestones [Business Overview](index=86&type=section&id=B.%20Business%20Overview) This section provides a comprehensive overview of the company's business operations, products, and markets [Organizational Structure](index=166&type=section&id=C.%20Organizational%20Structure) This section describes the company's corporate structure and its key subsidiaries [Property, Plants and Equipment](index=167&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) This section details the company's significant tangible assets, including its facilities and manufacturing plants [Operating and Financial Review and Prospects](index=168&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) YS Biopharma's financial performance, driven by YSJA™ rabies vaccine sales, shows revenue growth and stable gross margins but continued operating losses due to R&D and selling expenses, with a material weakness in internal control over financial reporting identified Key Financial Performance (Fiscal Years 2021-2023) | Financial Metric | FY 2023 (RMB) | FY 2022 (RMB) | FY 2021 (RMB) | | :--- | :--- | :--- | :--- | | **Revenues** | 687.2 M | 502.9 M | 257.0 M | | **Gross Profit** | 533.8 M | 385.9 M | 197.4 M | | **Gross Margin** | 77.7% | 76.7% | 76.8% | | **Loss from Operations** | (139.4 M) | (119.0 M) | (125.8 M) | | **Net Loss** | (145.5 M) | (106.0 M) | (191.8 M) | - Revenue increased by **36.6%** in FY2023, driven by higher sales volume from expanded CDC and hospital access, and an approximate **RMB2 per dose** price increase for the YSJA™ rabies vaccine[824](index=824&type=chunk) - R&D expenses grew by **50.9%** in FY2023 to **RMB 318.7 million**, primarily due to a **RMB 141.3 million** increase in testing and clinical trial fees for COVID-19 and rabies vaccines[834](index=834&type=chunk)[836](index=836&type=chunk) - Selling expenses rose by **46.7%** in FY2023 to **RMB 272.9 million**, mainly from an **RMB 86.9 million** increase in promotion and marketing service fees to expand market access[827](index=827&type=chunk)[828](index=828&type=chunk) - The company identified a material weakness in its internal control over financial reporting due to insufficient U.S. GAAP expertise, with remediation measures underway[901](index=901&type=chunk)[902](index=902&type=chunk) [Operating Results](index=168&type=section&id=A.%20Operating%20Results) This section analyzes the company's revenues, expenses, and profitability for the reported periods [Liquidity and Capital Resources](index=183&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flows, debt, and equity financing to support its operations and growth [Research and Development](index=192&type=section&id=C.%20Research%20and%20Development) This section outlines the company's R&D activities, pipeline, and related expenditures [Trend Information](index=192&type=section&id=D.%20Trend%20Information) This section discusses significant trends and uncertainties affecting the company's business and financial condition [Critical Accounting Policies and Estimates](index=192&type=section&id=E.%20Critical%20Accounting%20Policies%20and%20Estimates) This section describes the accounting policies and estimates that require significant judgment and are crucial to the financial statements [Directors, Senior Management and Employees](index=196&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company's leadership includes founder Mr. Yi Zhang and CEO Dr. Hui Shao, with a seven-member board, and it employs 773 full-time staff, primarily in manufacturing and R&D, supported by share incentive plans - The board of directors comprises **seven members**, including Chairman Mr. Yi Zhang, CEO Dr. Hui Shao, Mr. Bo Tan, and four independent directors[920](index=920&type=chunk)[921](index=921&type=chunk) Compensation for Directors and Executive Officers (FY 2023) | Compensation Type | Amount (RMB) | | :--- | :--- | | Cash Compensation | 10.4 million | | Benefits in Kind | 0.4 million | - The YS Biopharma 2022 Share Incentive Plan reserves a maximum of **6,656,582 Ordinary Shares** for issuance to employees, directors, and consultants[947](index=947&type=chunk)[948](index=948&type=chunk) Employee Headcount by Function (as of March 31, 2023) | Function | Number of Employees | Percentage | | :--- | :--- | :--- | | Research and development | 221 | 28.6% | | General and administrative | 188 | 24.3% | | Manufacturing | 315 | 40.8% | | Sales, marketing and patient services | 49 | 6.3% | | **Total** | **773** | **100.0%** | [Directors and Senior Management](index=196&type=section&id=A.%20Directors%20and%20Senior%20Management) This section provides information on the company's board of directors and executive officers [Compensation](index=200&type=section&id=B.%20Compensation) This section details the compensation paid to the company's directors and executive officers [Board Practices](index=203&type=section&id=C.%20Board%20Practices) This section describes the company's corporate governance practices related to its board of directors [Employees](index=205&type=section&id=D.%20Employees) This section provides an overview of the company's workforce, including headcount and functional distribution [Share Ownership](index=206&type=section&id=E.%20Share%20Ownership) This section details the beneficial ownership of the company's shares by its directors, officers, and major shareholders [Major Shareholders and Related Party Transactions](index=208&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Founder Mr. Yi Zhang is the controlling shareholder, beneficially owning **52.75%** of Ordinary Shares through a Concert Party Agreement, while the company has engaged in related party transactions, including repaid loans to an entity he controls - Mr. Yi Zhang beneficially owns **52.75%** of the company's Ordinary Shares, exercising control through a Concert Party Agreement with entities controlled by himself and his family members[973](index=973&type=chunk)[974](index=974&type=chunk)[981](index=981&type=chunk) - All executive officers and directors as a group beneficially own **59.51%** of the company's outstanding Ordinary Shares[973](index=973&type=chunk) - In fiscal 2021 and 2022, the company provided loans to Yisheng Biopharma Holdings Limited (Hong Kong), an entity controlled by Mr. Yi Zhang, with the full **RMB 33.1 million** repaid during fiscal 2022[979](index=979&type=chunk) [Financial Information](index=209&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section presents the company's consolidated financial statements and notes, prepared in accordance with U.S. GAAP, with no significant changes since the audited financial statements date - The company has elected to provide financial statements pursuant to Item 18, which are included at the end of the Annual Report[1093](index=1093&type=chunk)[1094](index=1094&type=chunk) - No significant changes have occurred since **March 31, 2023**, the date of the audited consolidated financial statements[982](index=982&type=chunk) [Additional Information](index=210&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) YS Biopharma, a Cayman Islands exempted company, is not subject to local taxes but faces potential PRC resident enterprise tax uncertainty and U.S. PFIC classification risk for foreign investors - Each ordinary share is entitled to **one vote**, with ordinary resolutions requiring a simple majority and special resolutions requiring a **two-thirds majority vote**[987](index=987&type=chunk) - The company, incorporated in the Cayman Islands, is not subject to local taxes and has received a **20-year tax concession undertaking** effective from **October 4, 2022**[1041](index=1041&type=chunk)[1042](index=1042&type=chunk)[1044](index=1044&type=chunk) - There is a risk that PRC tax authorities could deem the company a PRC resident enterprise, potentially subjecting non-resident shareholders to a **10% withholding tax** on dividends and gains from share transfers[1047](index=1047&type=chunk) - The company does not believe it was a Passive Foreign Investment Company (PFIC) for the taxable year ending **March 31, 2023**, but this annual factual determination is uncertain and could result in adverse U.S. federal income tax consequences for U.S. Holders[392](index=392&type=chunk)[1061](index=1061&type=chunk) PART II [Controls and Procedures](index=196&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) As of **March 31, 2023**, management concluded that the company's disclosure controls and procedures and internal control over financial reporting (ICFR) were effective, with no material changes during the period - Management evaluated the company's disclosure controls and procedures and concluded they were effective as of **March 31, 2023**[1079](index=1079&type=chunk)[1080](index=1080&type=chunk) - Based on the COSO framework, management assessed the company's internal control over financial reporting (ICFR) and concluded it was effective as of **March 31, 2023**[1081](index=1081&type=chunk) [Corporate Governance and Other Information](index=196&type=section&id=ITEM%2016.%20%5BVARIOUS%5D) This section covers corporate governance, including the audit committee financial expert, code of ethics, and principal accountant fees, noting the company's adherence to Cayman Islands corporate governance as a foreign private issuer - The Board of Directors has designated **Stanley Yi Chang** as the audit committee financial expert[1083](index=1083&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, available on its website[1084](index=1084&type=chunk) Principal Accountant Fees (FY 2023) | Fee Category | Amount (RMB) | Amount (US$) | | :--- | :--- | :--- | | Audit fees | 3,083,789 | 448,767 | | All other fees | - | - | | **Total** | **3,083,789** | **448,767** | - As a foreign private issuer, the company is permitted to follow Cayman Islands corporate governance practices, which may differ from Nasdaq listing standards, potentially affording less protection to shareholders[1089](index=1089&type=chunk) PART III [Financial Statements](index=199&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements for YS Biopharma and its subsidiaries for the three-year period ended **March 31, 2023**, prepared under U.S. GAAP, with an unqualified opinion from Wei, Wei & Co., LLP - The report includes audited consolidated financial statements for the fiscal years ended **March 31, 2021, 2022, and 2023**, prepared in accordance with U.S. GAAP[1094](index=1094&type=chunk)[1101](index=1101&type=chunk) - The independent registered public accounting firm, Wei, Wei & Co., LLP, issued an **unqualified opinion** on the financial statements[1101](index=1101&type=chunk)[1105](index=1105&type=chunk) Consolidated Balance Sheet Summary (as of March 31, 2023) | Metric | Amount (RMB) | Amount (US$) | | :--- | :--- | :--- | | **Total Assets** | 1,719.8 M | 250.3 M | | **Total Liabilities** | 991.3 M | 144.3 M | | **Total Shareholders' Equity** | 728.5 M | 106.0 M | Consolidated Statement of Cash Flows Summary (FY 2023) | Cash Flow Activity | Amount (RMB) | Amount (US$) | | :--- | :--- | :--- | | Net cash used in operating activities | (182.5 M) | (26.6 M) | | Net cash used in investing activities | (57.0 M) | (8.3 M) | | Net cash provided by financing activities | 317.4 M | 46.2 M | [Exhibits](index=199&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all exhibits filed with the annual report, including key corporate documents, material contracts, and required CEO and CFO certifications under the Sarbanes-Oxley Act - Lists key corporate documents including the Amended and Restated Memorandum and Articles of Association[1095](index=1095&type=chunk) - Includes material contracts such as the Business Combination Agreement, Shareholder Support Agreement, and Warrant Assignment Agreement[1095](index=1095&type=chunk) - Contains required certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[1095](index=1095&type=chunk)