What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2024-03-08 compared with 2023-03-30 · 26 added, 25 removed, 309 unchanged (14% of the section changed)

4 unchanged sentences

Holders of Ordinary Shares

As of March 15, 2023 there were 63 holders of record of our ordinary shares.

The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

As of February 29, 2024 there were 25 holders of record of our ordinary shares.

The actual number of beneficial owners of ordinary shares is greater than this number of record holders and includes persons who are beneficial owners but whose shares are held in street name by brokers and other nominees.

JPMorgan Chase Bank, N.A.

4 unchanged sentences

The declaration, amount and payment of any dividends in the future will be determined by our board of directors, in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition and contractual, legal, tax and regulatory restrictions.

In addition, our shareholders may, subject to our memorandum and articles of association, by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors.

If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.

If we pay any dividends, ADS holders will generally have the right to receive the dividends paid on the underlying ordinary shares, subject to the terms of the deposit agreement by and among us, the depositary and the holders and beneficial owners of ADSs, including the fees and expenses payable thereunder.

Securities Authorized for Issuance under Equity Compensation Plans

Information about our equity compensation plans is incorporated by reference to Part III, Item 12 of this Annual Report on Form 10-K.

Unregistered Sales of Equity Securities

In April 2022, we issued and sold an aggregate of 8,155,272 Series B redeemable convertible preferred shares, $0.0001 par value (“Series B preferred shares”), for an aggregate consideration of $33.0 million to certain investors.

The offers, sales and issuances of the Series B preferred shares were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) (or were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) or Regulation D promulgated thereunder) in that the issuance of securities to the accredited investors did not involve a public offering.

The recipients of the Series B preferred shares were each an accredited investor under Rule 501 of Regulation D and acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof.

Each issued and outstanding Series B preferred share was automatically converted into one ordinary share upon the closing of our IPO on February 7, 2023.

During the year ended December 31, 2022, we granted options to purchase an aggregate of 4,218,372 ordinary shares to employees, senior management, non-employee directors and consultants at exercise prices ranging from $2.60 to $3.36 per share under our 2019 Equity Incentive Plan, as amended.

The offers, sales and issuances of the options were deemed to be exempt from registration under the Securities Act in reliance on either Rule 701, in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701 or Section 4(a)(2), for transactions by an issuer not involving a public offering.

On September 29, 2023, we entered into the Purchase Agreement with certain institutional investors (the “Purchasers”), pursuant to which we issued to the Purchasers an aggregate of 21,617,295 ordinary shares and 2,401,920 newly designated non-voting ordinary shares.

The Private Placement closed on October 3, 2023.

Each holder of non-voting ordinary shares had the right to convert each non-voting ordinary share held by such holder into one ordinary share, subject to certain beneficial ownership limitations, as described further in the description of the rights of the non-voting ordinary shares included as Exhibit 4.5 to this Annual Report.

The purchase price is $12.49 per Share (or the equivalent of $37.47 per ADS), which represents the ADS closing price on the Nasdaq Global Market immediately preceding the signing of the Purchase Agreement, for aggregate gross proceeds of approximately $300 million before deducting placement agent fees and offering expenses.

During the fourth quarter of 2023, all outstanding non-voting ordinary shares converted into ordinary shares.

The shares were issued to the Purchasers in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

We relied on this exemption from registration based in part on representations made by the Purchasers in the Purchase Agreement that the shares have been acquired for investment only and not with a view to or for sale in connection with any distribution thereof.

Jefferies LLC and Leerink Partners LLC acted as joint placement agents for the Private Placement.

Each received a portion of a combined fee equal to 6.0% of the aggregate gross proceeds, plus the reimbursement of certain expenses.

Use of Proceeds

12 unchanged sentences

This summary should not be considered a comprehensive description of all the tax considerations that may be relevant to the decisions to acquire ADSs or ordinary shares.

Material Cayman Taxation

Regardless of the application of Section 7874 of the Code (as discussed below), we are also treated as a Cayman corporation for Cayman tax purposes.

Material Cayman Islands Taxation

Regardless of the application of Section 7874 of the Code (as discussed below), we are also treated as a Cayman Islands corporation for Cayman Islands tax purposes.

However, we are not subject to income or capital gains tax under the current laws of the Cayman Islands.

4 unchanged sentences

We are a holding company incorporated in the Cayman Islands.

Under the EIT Law and its implementation rules, an enterprise established outside of China with a “de facto management body” within China is considered a “resident enterprise,” and will be subject to the enterprise income tax on its global income at the rate of 25%.

income tax on its global income at the rate of 25%.

The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise.

9 unchanged sentences

We are a company incorporated outside China.

holding company, a majority of assets are located, and our records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside China.

As a holding company, a majority of assets are located, and our records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside China.

For the same reasons, we believe our other subsidiaries outside of China are also not Chinese resident enterprises for Chinese tax purposes.

9 unchanged sentences

“Risk Factors – Risks Related to Doing Business in China and Our International Operations-If we are classified as a China resident enterprise for China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-Chinese shareholders or ADS holders.”

Pursuant to the EIT Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in China, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its Chinese-sourced income at a rate of 10%.

has no actual connection with such organization or establishment, it will be subject to a withholding tax on its Chinese-sourced income at a rate of 10%.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the tax rate in respect to dividends paid by a Chinese enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the Chinese enterprise.

8 unchanged sentences

Subsidiary may be able to enjoy the 5% tax rate for the dividends it receives from its Chinese incorporated subsidiaries if they satisfy the conditions prescribed under SAT Circular 81, PN9 and other relevant tax rules and regulations and complete the necessary government formalities.

However, according to SAT Circular 81, if the relevant tax

authorities determine our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable tax rate on dividends in the future.

However, according to SAT Circular 81, if the relevant tax authorities determine our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable tax rate on dividends in the future.

If our Cayman Islands holding company, Structure Therapeutics Inc., is not deemed to be a Chinese resident enterprise, holders of our ordinary shares and ADSs who are not Chinese residents will not be subject to Chinese income tax on dividends distributed by us.

68 unchanged sentences

federal income tax purposes.

However, Section 7874 of the Code provides an exception to this general rule, under which a non-

However, Section 7874 of the Code provides an exception to this general rule, under which a non-U.S.

incorporated entity may, in certain circumstances, be treated as a U.S.

50 unchanged sentences

The amount of any distribution paid to a U.S.

holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of our ordinary shares or ADSs, generally

will be equal to the U.S.

holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of our ordinary shares or ADSs, generally will be equal to the U.S.

dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S.

42 unchanged sentences

holder holds our ordinary shares in connection with the conduct of a trade or business in the United States, and dividends paid on our ordinary shares or ADSs are effectively connected with such holder’s U.S.

trade or business (and are attributable to such holder’s permanent establishment in the United

States if required by an applicable tax treaty), the non-U.S.

trade or business (and are attributable to such holder’s permanent establishment in the United States if required by an applicable tax treaty), the non-U.S.

holder will be exempt from U.S.

18 unchanged sentences

federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S.

holder’s holding period for our ordinary shares or ADSs, and our ordinary shares or ADSs, as applicable, are not regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs.

holder’s holding

period for our ordinary shares or ADSs, and our ordinary shares or ADSs, as applicable, are not regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs.

Gain described in the first bullet point above generally will be subject to U.S.

14 unchanged sentences

federal income tax on transfers of United States real property holding corporation shares if the ordinary shares or ADSs are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such non-U.S.

holder owned, actually and constructively, 5% or less of the

ordinary shares or ADSs, as applicable, throughout the shorter of, the five-year period ending on the date of the sale or other taxable disposition or, the Non-U.S.

holder owned, actually and constructively, 5% or less of the ordinary shares or ADSs, as applicable, throughout the shorter of, the five-year period ending on the date of the sale or other taxable disposition or, the Non-U.S.

holder’s holding period.

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity