GENETRON HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 4th, 2020 • Genetron Holdings LTD • Services-medical laboratories • New York
DEPOSIT AGREEMENT dated as of __________, 2019 among GENETRON HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FORM OF INDEMNIFICATION AGREEMENT GENETRON HOLDINGS LIMITEDForm of Indemnification Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2019, by and between Genetron Holdings Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among New Genetron Holding Limited, GENETRON NEW CO LIMITED and GENETRON HOLDINGS LIMITED 泛生子基因(控股)有限公司 Dated as of October 11, 2023Agreement and Plan of Merger • October 11th, 2023 • Genetron Holdings LTD • Services-medical laboratories • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 11, 2023, is entered into by and between New Genetron Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Genetron New Co Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and Genetron Holdings Limited 泛生子基因(控股)有限公司, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Unless otherwise indicated or elsewhere defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
LIMITED GUARANTEELimited Guarantee • November 27th, 2023 • Genetron Holdings LTD • Services-medical laboratories • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of October 11, 2023, is made by Surrich International Company Limited, a company incorporated under the laws of the Hong Kong SAR (the “Guarantor”), in favor of Genetron Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below).
Grand Cayman KY1-1203, Cayman Islands Re: Equity Commitment Letter Ladies and Gentlemen:Genetron Holdings LTD • November 27th, 2023 • Services-medical laboratories • New York
This letter agreement sets forth the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an Agreement and Plan of Merger, dated as of the date hereof, by and among New Genetron Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Genetron New Co Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”) and Genetron Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”) an
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 9th, 2021 • Genetron Holdings LTD • Services-medical laboratories
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 7, 2020 in Wuxi, Jiangsu, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • April 9th, 2021 • Genetron Holdings LTD • Services-medical laboratories
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on December 7, 2020 in Wuxi, Jiangsu, the People’s Republic of China (the “PRC”):
SHARES PURCHASE AGREEMENTShares Purchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
The Company, the HK Co., the WFOE, the PRC Affiliate and all their direct or indirect subsidiaries are referred to collectively herein as the “Group Companies”, and each a “Group Company”.
RMB WORKING CAPITAL LOAN AGREEMENTGenetron Holdings LTD • June 18th, 2020 • Services-medical laboratories
Domicile: Room 201, 2/F, Building 11, Sector 1, No. 8 Shengmingyuan Road, Zhongguancun Life Science Park, Huilongguan Town, Changping District, Beijing
Exclusive Option AgreementExclusive Option Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on July 30, 2019 in Beijing, the People’s Republic of China (the “PRC”):
ContractSmall Business Loan Agreement • June 18th, 2020 • Genetron Holdings LTD • Services-medical laboratories
*** CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Shareholder Voting Rights Entrustment AgreementShareholder Voting Rights Entrustment Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Beijing
This Shareholder Voting Rights Entrustment Agreement (hereinafter referred to as the “Agreement”) is signed among following Parties on July 30, 2019 in Beijing, the People’s Republic of China (the “PRC”).
●] American Depositary Shares Representing [●] Ordinary Shares, Par value US$0.00002 Per Share Genetron Holdings Limited UNDERWRITING AGREEMENTGenetron Holdings LTD • June 15th, 2020 • Services-medical laboratories • New York
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Beijing
This Equity Interest Pledge Agreement (hereinafter referred to as this “Agreement”) has been executed by and among the following parties on July 30, 2019 in Beijing:
Collaboration AgreementCollaboration Agreement • June 18th, 2020 • Genetron Holdings LTD • Services-medical laboratories
The Agreement is made by and among Party A, Party B and Party C (each a “Party”, collectively “Parties”) for the medical test specimens sent by Party A and its affiliates to Party C for testing based on the principle of mutual benefit, long-term cooperation and common development:
Credit Agreement (for working capital loans not requiring a separate loan contract) No.: 2020 Financial Street Direct Grant 387Genetron Holdings LTD • June 18th, 2020 • Services-medical laboratories • Hong Kong
Upon Party B’s application, Party A agrees to provide a credit line to it for its use. Now, therefore, Party A and Party B (each a “Party”, collectively the “Parties”) hereby agree to enter into this Credit Agreement (“Agreement”) on the following terms through mutual consultations in accordance with relevant laws.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019 by and between Genetron Holdings Limited (泛生子基因(控股)有限公司), an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), and EASY BENEFIT INVESTMENT LIMITED, a company organized and existing under the laws of the British Virgin Islands (the “Seller”).
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Strategic Cooperation Agreement with respect to Early...Cooperation Agreement • April 9th, 2021 • Genetron Holdings LTD • Services-medical laboratories
This Strategic Cooperation Agreement with respect to Liver Cancer Early Screening Product (hereinafter referred to as this “Agreement”) is entered into on January 6, 2021 (“Effective Date”) by and between:
Spouse Consent LetterLetter • September 3rd, 2019 • Genetron Holdings LTD • Services-medical laboratories
Spouse Consent LetterGenetron Holdings LTD • November 21st, 2019 • Services-medical laboratories
SERIES D PREFERRED SHARES PURCHASE AGREEMENTSeries D Preferred Shares Purchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
Each company as set forth in Table C of Schedule I attached hereto are referred to collectively herein as the “PRC Subsidiaries” and each, a “PRC Subsidiary”. The WFOE, PRC Affiliate, PRC Subsidiaries and all their direct or indirect subsidiaries and branches incorporated in PRC are referred to collectively herein as the “PRC Companies”, and each, a “PRC Company”. The Company, the HK Co. and the PRC Companies are referred to collectively herein as the “Group Companies”, and each a “Group Company”.
SHAREHOLDERS AGREEMENTShareholders Agreement • September 3rd, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
The Company, the HK Co., the WFOE, the PRC Affiliate, and the subsidiaries and branches (if any) of each of the foregoing are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. The WFOE, and the PRC Affiliate are referred to collectively herein as the “PRC Companies”, and each a “PRC Company”.
Shareholder Voting Rights Entrustment AgreementShareholder Voting Rights Entrustment Agreement • April 9th, 2021 • Genetron Holdings LTD • Services-medical laboratories • Beijing
This Shareholder Voting Rights Entrustment Agreement (hereinafter referred to as the “Agreement”) is signed among following Parties on December 7, 2020 in Wuxi, Jiangsu, the People’s Republic of China (the “PRC”).
Investment Agreement with respect to Genetron Health’s Project of Precision Medicine Platform for Cancer Early Screening between Management Committee of Jiangsu Wuxi Huishan Economic Development Zone and Genetron Health (Hong Kong) Company Limited...Investment Agreement • April 9th, 2021 • Genetron Holdings LTD • Services-medical laboratories
This Investment Agreement (hereinafter referred to as this “Agreement”) is entered into on November 27, 2020 in Wuxi City in Jiangsu Province of the People’s Republic of China by and between:
SERIES C-2 PREFERRED SHARES PURCHASE AGREEMENTPreferred Shares Purchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
Each company as set forth in Table C of Schedule I attached hereto are referred to collectively herein as the “PRC Subsidiaries” and each, a “PRC Subsidiary”. The WFOE, PRC Affiliate, PRC Subsidiaries and all their direct or indirect subsidiaries and branches incorporated in PRC are referred to collectively herein as the “PRC Companies”, and each, a “PRC Company”. The Company, the HK Co. and the PRC Companies are referred to collectively herein as the “Group Companies”, and each a “Group Company”.
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • California
This LICENSE AND SUPPLY AGREEMENT (the “Agreement”) is dated and effective January 1, 2018 (the “Effective Date”), by and between Life Technologies Corporation (“LTC”) a Delaware corporation with principal offices at 5781 Van Allen Way, Carlsbad, CA 92008 and Genetron Health (Beijing) Company, Ltd., (“Licensee”), a company incorporated under the laws of the People’s Republic of China with offices at 1-2/F, Building 11, Zone 1, 8 Life Science Parkway, Changping District, Beijing, China. Each of LTC and Licensee will be a “Party” hereto, and together the “Parties”.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019 by and between Genetron Holdings Limited (泛生子基因(控股)有限公司), an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), and Parkland Medtech Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Seller”).
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • June 4th, 2020 • Genetron Holdings LTD • Services-medical laboratories
THIS AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Amendment”) is an amendment to amend certain provisions of the Amended and Restated Shareholders Agreement dated November 19, 2019 (the “Restated Shareholders Agreement”).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 9th, 2021 • Genetron Holdings LTD • Services-medical laboratories • Beijing
This Equity Interest Pledge Agreement (hereinafter referred to as this “Agreement”) has been executed by and among the following parties on December 7, 2020 in Wuxi, Jiangsu:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
WHEREAS, the Sellers are the shareholders of the Company, which hold certain number of ordinary shares of a par value US$0.00002 each of the Company (the “Ordinary Shares”).
AMENDMENT AGREEMENT TO SERIES C-2 PREFERRED SHARES PURCHASE AGREEMENTPreferred Shares Purchase Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
THIS AMENDMENT AGREEMENT TO SERIES C-2 PREFERRED SHARES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 19, 2019 by and among:
AMENDMENT AGREEMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAmendment Agreement • June 4th, 2020 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
This Amendment Agreement to Amended and Restated Shareholders Agreement (this “Agreement”) is made and entered into as of May 28, 2020 by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Genetron Holdings Limited, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAnd Restated Shareholders Agreement • November 21st, 2019 • Genetron Holdings LTD • Services-medical laboratories • Hong Kong
The Company, the HK Co., the WFOE, the PRC Affiliate, and the subsidiaries and branches (if any) of each of the foregoing are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. The WFOE, and the PRC Affiliate are referred to collectively herein as the “PRC Companies”, and each a “PRC Company”.
