On May 27, 2025, PegBio Co., Ltd. (“PegBio”, the “Company” or the “Issuer”, stock code: 2565.HK) issued 19,283,500 ordinary shares and was listed on the main board of the Hong Kong Stock Exchange. PegBio is the first company to dismantle its red-chip structure and list under the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (“New Overseas Listing Regulations”) since its enactment and it is also the first biopharmaceutical company to be listed in Hong Kong under Chapter 18A.
Founded in 2008, PegBio is a biotechnology company specializing in the discovery and development of innovative therapies for chronic diseases, with a particular emphasis on metabolic disorders. PegBio has independently developed a core product and five other candidate products to treat common chronic and metabolic diseases such as type 2 diabetes (T2DM), obesity, non-alcoholic steatohepatitis (NASH), opioid-induced constipation, and congenital hyperinsulinism. PegBio’s core product, PB-119, is a long-acting glucagon-like peptide-1 (GLP-1) receptor agonist developed independently. It is used primarily for the first-line treatment of T2DM and obesity, and is nearing commercialization.
JunHe acted as PegBio’s domestic legal counsel. For more than five years, we provided comprehensive legal services in the red-chip restructuring, the private equity financing, and the issuance and listing. This included:
(1) As PegBio’s legal counsel, JunHe fully participated in and led the design of the red-chip dismantling plan, drafted documents, communicated with the shareholders and third parties, and delivered comprehensive legal services throughout the entire process;
(2) JunHe assisted PegBio in completing multiple rounds of private equity and strategic financing, helped the company with the transaction structuring, drafted and negotiated the transaction documents, and assisted with the signing of such documents and the closing;
(3) JunHe assisted PegBio in completing the shareholding system reform, formulated the employee equity incentive plan, issued Chinese legal opinions, and reviewed and amended the prospectus as well as the application and issuance documents.
PegBio is the first biopharmaceutical company to dismantle its red-chip structure and list under the New Overseas Listing Regulations that were implemented in 2023. To address the key concerns of the domestic and foreign regulatory authorities regarding the red-chip structuring, financing, and dismantling, as well as the equity structure arrangements, foreign investment, foreign exchange and taxation, JunHe communicated with the authorities and prepared a full set of legal documents. Our rigorous work and pursuit of excellence demonstrated our outstanding legal service standards during the project’s implementation, earning high recognition and trust from all the parties involved.
JunHe partners NIU, Yuandong and SHAO, Chunyang led the team in this project, and partner NIU, Yuandong was responsible for the specific work. JunHe partner LI, Zhi provided support for the internal control matters. JunHe Partners ZHENG, Ziwei, ZHANG, Jie, CHANG, Yuhao, HUANG, Zunling (Jennifer) and also Li, Jing provided important support at different stages of the project.