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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 CASI Pharmaceuticals, Inc. 20-F 12/31/23 142:21M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 3.52M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 1.36M
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 58K
Liquidation or Succession
4: EX-4.29 Instrument Defining the Rights of Security Holders HTML 230K
5: EX-4.37 Instrument Defining the Rights of Security Holders HTML 1.10M
6: EX-4.38 Instrument Defining the Rights of Security Holders HTML 321K
7: EX-4.39 Instrument Defining the Rights of Security Holders HTML 56K
8: EX-4.40 Instrument Defining the Rights of Security Holders HTML 336K
9: EX-4.41 Instrument Defining the Rights of Security Holders HTML 315K
10: EX-4.42 Instrument Defining the Rights of Security Holders HTML 140K
11: EX-4.43 Instrument Defining the Rights of Security Holders HTML 128K
12: EX-4.44 Instrument Defining the Rights of Security Holders HTML 121K
13: EX-4.45 Instrument Defining the Rights of Security Holders HTML 314K
14: EX-4.46 Instrument Defining the Rights of Security Holders HTML 92K
15: EX-4.47 Instrument Defining the Rights of Security Holders HTML 122K
16: EX-4.48 Instrument Defining the Rights of Security Holders HTML 60K
17: EX-8.1 Opinion of Counsel re: Tax Matters HTML 38K
21: EX-13.1 Annual or Quarterly Report to Security Holders HTML 41K
22: EX-13.2 Annual or Quarterly Report to Security Holders HTML 41K
24: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 62K
Awarded Compensation
18: EX-11.1 Statement re: the Computation of Earnings Per HTML 67K
Share
19: EX-12.1 Statement re: the Computation of Ratios HTML 44K
20: EX-12.2 Statement re: the Computation of Ratios HTML 44K
23: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 38K
30: R1 Document and Entity Information HTML 115K
31: R2 Consolidated Balance Sheets HTML 147K
32: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
33: R4 Consolidated Statements of Operations and HTML 185K
Comprehensive Loss
34: R5 Consolidated Statements of Stockholders' Equity HTML 90K
35: R6 Consolidated Statements of Cash Flows HTML 188K
36: R7 Description of Business HTML 87K
37: R8 Summary of Significant Accounting Policies HTML 96K
38: R9 Investment in Equity Securities, at Fair Value and HTML 187K
Long-Term Investments
39: R10 Inventories HTML 41K
40: R11 Leases HTML 89K
41: R12 Property, Plant and Equipment HTML 61K
42: R13 Intangible Assets HTML 111K
43: R14 Accrued and Other Current Liabilities, and Other HTML 76K
Liabilities
44: R15 Short Term Borrowings HTML 43K
45: R16 Notes Payable HTML 45K
46: R17 Grants HTML 42K
47: R18 Redeemable Noncontrolling Interest and Long Term HTML 68K
Borrowing
48: R19 Shareholders' Equity HTML 66K
49: R20 Costs of Revenues HTML 40K
50: R21 Net Loss Per Share HTML 65K
51: R22 Employee Benefit Plan HTML 42K
52: R23 Share-Based Compensation HTML 182K
53: R24 Income Taxes HTML 159K
54: R25 Fair Value Measurements HTML 118K
55: R26 Related Party Transactions HTML 48K
56: R27 Commitments and Contingencies HTML 44K
57: R28 Restricted Net Assets HTML 41K
58: R29 Subsequent Events HTML 41K
59: R30 Condensed Financial Information of Registrant HTML 220K
60: R31 Summary of Significant Accounting Policies HTML 164K
(Policies)
61: R32 Summary of Significant Accounting Policies HTML 50K
(Tables)
62: R33 Investment in Equity Securities, at Fair Value and HTML 170K
Long-Term Investments (Tables)
63: R34 Leases (Tables) HTML 88K
64: R35 Property, Plant and Equipment (Tables) HTML 57K
65: R36 Intangible Assets (Tables) HTML 111K
66: R37 Accrued and Other Current Liabilities, and Other HTML 76K
Liabilities (Tables)
67: R38 Redeemable Noncontrolling Interest (Tables) HTML 61K
68: R39 Shareholders' Equity (Tables) HTML 53K
69: R40 Net Loss Per Share (Tables) HTML 64K
70: R41 Share-Based Compensation (Tables) HTML 180K
71: R42 Income Taxes (Tables) HTML 159K
72: R43 Fair Value Measurements (Tables) HTML 117K
73: R44 Condensed Financial Information of Registrant HTML 222K
(Tables)
74: R45 DESCRIPTION OF BUSINESS - Liquidity and Capital HTML 111K
Resources (Details)
75: R46 DESCRIPTION OF BUSINESS - License and Distribution HTML 51K
Agreements (China Resources Pharmaceutical
Commercial Group International Trading Co., Ltd.)
(Details)
76: R47 DESCRIPTION OF BUSINESS - License and Distribution HTML 50K
Agreements (Precision Autoimmune Therapeutics Co.,
Ltd) (Details)
77: R48 DESCRIPTION OF BUSINESS - License and Distribution HTML 47K
Agreements (Juventas Cell Therapy Ltd.) (Details)
78: R49 DESCRIPTION OF BUSINESS - License and Distribution HTML 72K
Agreements (BioInvent International AB) (Details)
79: R50 DESCRIPTION OF BUSINESS - License and Distribution HTML 54K
Agreements (Black Belt Therapeutics Limited)
(Details)
80: R51 DESCRIPTION OF BUSINESS - License and Distribution HTML 56K
Agreements (Cleave Therapeutics, Inc.) (Details)
81: R52 DESCRIPTION OF BUSINESS - License and Distribution HTML 48K
Agreements (Pharmathen Global BV) (Details)
82: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 41K
Consolidation (Details)
83: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 40K
Segment Reporting (Details)
84: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash HTML 47K
and Cash Equivalents (Details)
85: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 46K
Aggregate Cost And Fair Value (Details)
86: R57 Summary of Significant Accounting Policies - Ppe HTML 48K
(Details)
87: R58 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 66K
LONG-TERM INVESTMENTS - Investment in equity
securities, at fair value-MaxCyte Inc. (Details)
88: R59 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 94K
LONG-TERM INVESTMENTS - Investment in equity
securities, at fair value-BioInvent International
AB ordinary shares and warrants (Details)
89: R60 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 71K
LONG-TERM INVESTMENTS - BioInvent International AB
- Summary of Investments (Details)
90: R61 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 66K
LONG-TERM INVESTMENTS - Summary of Long-term
investments (Details)
91: R62 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 86K
LONG-TERM INVESTMENTS - Investment in equity
securities, at fair value-Juventas Cell Therapy
Ltd. (Details)
92: R63 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 89K
LONG-TERM INVESTMENTS - Investment in equity
securities, at fair value-Alesta Therapeutics B.V.
(Details)
93: R64 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 78K
LONG-TERM INVESTMENTS - Investment in equity
securities, at fair value-Cleave Therapeutics,
Inc. (Details)
94: R65 INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND HTML 75K
LONG-TERM INVESTMENTS - Investment in Precision
Autoimmune Therapeutics Co Ltd (Pat) (Details)
95: R66 Inventories (Details) HTML 43K
96: R67 Leases - (Details) HTML 57K
97: R68 Leases - Right of Use Assets and Liabilities HTML 51K
(Details)
98: R69 LEASES - Supplemental Cash Flow (Details) HTML 45K
99: R70 LEASES - Future Undiscounted Cash Flows (Details) HTML 61K
100: R71 PROPERTY, PLANT AND EQUIPMENT - Narratives HTML 50K
(Details)
101: R72 PROPERTY, PLANT AND EQUIPMENT - By type (Details) HTML 55K
102: R73 INTANGIBLE ASSETS - Narratives (Details) HTML 72K
103: R74 INTANGIBLE ASSETS - Net Definite-lived Intangible HTML 59K
Assets (Details)
104: R75 INTANGIBLE ASSETS - Intangible Assets Rollforward HTML 50K
(Details)
105: R76 INTANGIBLE ASSETS - Expected Future Amortization HTML 52K
Expense (Details)
106: R77 Accrued and Other Current Liabilities, and Other HTML 73K
Liabilities (Details)
107: R78 Short Term Borrowings (Details) HTML 63K
108: R79 Notes Payable (Details) HTML 50K
109: R80 Grants (Details) HTML 51K
110: R81 Redeemable Noncontrolling Interest and Long Term HTML 96K
Borrowing (Details)
111: R82 Redeemable Noncontrolling Interest and Long Term HTML 51K
Borrowing - Changes in Redeemable Noncontrolling
Interest (Details)
112: R83 Shareholders' Equity (Details) HTML 83K
113: R84 Shareholders' Equity - Warrants Activity (Details) HTML 52K
114: R85 Costs of Revenues (Details) HTML 42K
115: R86 Net Loss Per Share (Details) HTML 43K
116: R87 Net Loss Per Share - Basic and diluted net loss HTML 70K
per share computation (Details)
117: R88 Employee Benefit Plan (Details) HTML 44K
118: R89 SHARE-BASED COMPENSATION - Compensation Expense HTML 55K
(Details)
119: R90 SHARE-BASED COMPENSATION - Weighted-Average HTML 55K
Assumptions (Details)
120: R91 SHARE-BASED COMPENSATION - Options Outstanding HTML 95K
(Details)
121: R92 SHARE-BASED COMPENSATION - Stock Option HTML 70K
Outstanding (Details)
122: R93 Share-Based Compensation (Details) HTML 86K
123: R94 INCOME TAXES - Loss Before Income Taxes (Details) HTML 50K
124: R95 INCOME TAXES - Deferred Income Tax Assets And HTML 72K
Liabilities (Details)
125: R96 INCOME TAXES - Reconciliation Of The Provision For HTML 65K
Income Taxes (Details)
126: R97 INCOME TAXES - Valuation allowance (Details) HTML 47K
127: R98 INCOME TAXES - Gross Unrecognized Tax Benefits HTML 45K
(Details)
128: R99 Income Taxes (Details) HTML 77K
129: R100 FAIR VALUE MEASUREMENTS - Financial and HTML 67K
Non-Financial Assets and Liabilities (Details)
130: R101 FAIR VALUE MEASUREMENTS - Quantitative Information HTML 50K
about Level 3 Fair Value Measurements (Details)
131: R102 Fair Value Measurements (Details) HTML 62K
132: R103 Related Party Transactions (Details) HTML 83K
133: R104 Commitments and Contingencies (Details) HTML 58K
134: R105 Restricted Net Assets (Details) HTML 40K
135: R106 CONDENSED FINANCIAL INFORMATION OF REGISTRANT - HTML 150K
Condensed Balance Sheets (Details)
136: R107 CONDENSED FINANCIAL INFORMATION OF REGISTRANT - HTML 108K
Condensed Statements of Operations and
Comprehensive Loss (Details)
137: R108 CONDENSED FINANCIAL INFORMATION OF REGISTRANT - HTML 108K
Condensed Statements of Cash Flows (Details)
139: XML IDEA XML File -- Filing Summary XML 243K
142: XML XBRL Instance -- casi-20231231x20f_htm XML 3.57M
138: EXCEL IDEA Workbook of Financial Report Info XLSX 249K
26: EX-101.CAL XBRL Calculations -- casi-20231231_cal XML 267K
27: EX-101.DEF XBRL Definitions -- casi-20231231_def XML 1.32M
28: EX-101.LAB XBRL Labels -- casi-20231231_lab XML 1.83M
29: EX-101.PRE XBRL Presentations -- casi-20231231_pre XML 1.74M
25: EX-101.SCH XBRL Schema -- casi-20231231 XSD 324K
140: JSON XBRL Instance as JSON Data -- MetaLinks 668± 1.06M
141: ZIP XBRL Zipped Folder -- 0001558370-24-004190-xbrl Zip 1.32M
| 机密 签署稿 2013年[]月 |
Exhibit 4.46
Information in this exhibit identified by brackets and *** has been redacted because it is not material and is the type that the company treats as private or confidential
Guarantee Contract
This Guarantee Contract (this “Contract”) is entered into this 14th day of December 2023 in Huishan District, Wuxi City, Jiangsu Province, China, by and among the following parties:
Guarantor: CASI Pharmaceuticals, Inc. (“CASI Cayman” or “Guarantor”) a Cayman Islands company limited by shares, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, with its person-in-charge [***];
Creditor: Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) (“HCYD” or “Creditor” or “Master Contract Creditor”), a limited partnership duly organized and validly existing under the laws of China, with a unified social credit code of [***], having its registered office at Suite 1906-3, North Block, 5 Zhihui Road, Huishan Economic Development Zone, Wuxi, and with its executive partner [***]; and
Debtor: CASI Pharmaceuticals (Wuxi) Co., Ltd. (“CASI Wuxi” or “Debtor” or “Master Contract Debtor”), a limited liability company duly organized and validly existing under the laws of China, with a unified social credit code of [***], having its registered office at 1719-15 Huishan Avenue, Huishan Economic Development Zone, Wuxi, and with its legal representative [***],
hereinafter collectively referred to as the “Parties” and individually as a “Party”. When referring to one another, they are referred to as a “Party” or the “other Parties”, as the context requires.
WHEREAS:
| 1. | HCYD, on the one hand, and CASI Wuxi, CASI Cayman and CASI Pharmaceuticals (China) Co., Ltd., on the other hand, entered into that certain Convertible Loan Investment Agreement in Respect of CASI Pharmaceuticals (Wuxi) Co., Ltd. (“Convertible Loan Investment Agreement” or “Master Contract”), dated as of December 14, 2023, under which HCYD intends to provide a convertible loan of RMB [***] to CASI Wuxi as an investment in the latter. |
NOW, THEREFORE, the Parties hereto enter into, and intend to be bound by, this Contract after agreeing upon the following terms and conditions through equal negotiation, in accordance with the provisions of the Civil Code of the People’s Republic of China and other applicable laws and regulations, in order to clarify the rights and obligations of the Parties hereto.
| Article I | Definitions and Interpretation |
For the purpose of this Contract, unless otherwise expressly provided herein or the context otherwise requires, the following terms shall have the following meanings:
| 1.1 | “CASI Cayman” or “Guarantor”: shall mean CASI Pharmaceuticals, Inc. |
| 1.2 | “HCYD”, “Creditor” or “Master Contract Creditor”: shall mean Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership). |
| 1.3 | “CASI Wuxi”, “Debtor” or “Master Contract Debtor”: shall mean CASI Pharmaceuticals (Wuxi) Co., Ltd. |
| 1.4 | “Master Contract” or “Convertible Loan Investment Agreement”: shall mean the Convertible Loan Investment Agreement in Respect of CASI Pharmaceuticals (Wuxi) Co., Ltd. between HCYD, on the one hand, and CASI Wuxi, CASI Cayman and CASI Pharmaceuticals (China) Co., Ltd., on the other hand, dated as of December 14, 2023, together with all annexes, supplemental agreements and any supplements and/or amendments thereto. |
| 1.5 | “China”: means, for the purpose of this Contract, the mainland of the People’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan region. |
| Article II | Type of Guarantee |
The guarantee provided by the Guarantor hereunder is an irrevocable joint and several guarantee.
| Article III | Type and Amount of the Main Debts Guaranteed |
The main debts guaranteed hereunder comprise an investment of RMB [***] made by HCYD in CASI Wuxi by way of convertible loan, and all other indebtedness, obligations and liabilities of CASI Wuxi under the Master Contract.
| Article IV | Scope of Guarantee |
| 4.1 | The guarantee covers the principal of the convertible loan investment set forth in Article III hereof, interest, default interest, late payment fees, liquidated damages, damages, and other amounts payable by the Master Contract Debtor to the Master Contract Creditor, as well as the costs and expenses (including but not limited to disposal costs, taxes, litigation costs, arbitration fees, property preservation fees, preservation guarantee fees and insurance premiums, travel expenses, attorney’s fees, execution fees, appraisal fees, auction fees, notary fees, service fees, public notice fees and mailing fees) incurred by the Master Contract Creditor to recover the amounts owed to it. |
| 4.2 | Even if the Master Contract and its amendments or supplements are, in whole or in part, not formed, inoperative, invalid, revoked, rescinded or objectively impossible to fulfill, the Guarantor shall still, within the scope of guarantee agreed herein, provide the guarantee for the indebtedness arising from the return of property or the compensation for losses, until the date when such losses have been fully satisfied. |
| 4.3 | If the Master Contract Creditor and the Debtor agree, through negotiation, to make any amendments or supplements to any provisions of the Master Contract, the Guarantor hereby agrees that it shall provide a guarantee for any indebtedness under the Master Contract after such amendments and supplements. |
| Article V | Guarantee Period |
| 5.1 | The guarantee period shall be [***] years from the date when the term of performance of the Debtor’s debt obligations under the Master Contract expires. Where the Master Contract Creditor and the Master Contract Debtor conclude a contract to change the term during which the debt obligations under the Master Contract shall be fulfilled, the guarantee period shall be [***] years from the date when such new term of performance of the debt obligations under the Master Contract as agreed upon by the Master Contract Creditor and the Master Contract Debtor expires. If the Master Contract Creditor declares early maturity of the main debts, the guarantee period shall be [***] years from the date of such early maturity of the main debts as required by the Master Contract Creditor. |
| 5.2 | The period of time during which the Master Contract Debtor shall fulfill its debt obligations shall be subject to the provisions of the Master Contract. |
| 5.3 | The terms “maturity”, “expires”, “expire” and “expiration” referred to herein shall include any early maturity declared by the Master Contract Creditor. Where the Master Contract Creditor declares early maturity of the main debts, the early maturity date it declares shall be the date when the term of performance of debt obligations shall expire. When the Master Contract Debtor and the Master Contract Creditor conclude an extension contract with respect to the term of performance of the debt obligations, such term shall be extended accordingly. |
| Article VI | Guarantee Obligations |
| 6.1 | In the event that the debts under the Master Contract expire or the Master Contract Creditor declares early maturity of the debts according to the provisions of the Master Contract or the applicable laws, if the Master Contract Debtor fails to repay its debts in full as scheduled, or if the Master Contract Debtor violates other provisions of the Master Contract, the Guarantor shall immediately undertake its joint and several liability within the scope of guarantee. |
| 6.2 | The payments received by the Creditor hereunder shall be used to satisfy the debts owed to it in the following sequence: |
The Creditor shall have the right to change the above sequence.
| 6.3 | The guarantee obligations of the Guarantor hereunder shall not be reduced or discharged, the Master Contract Creditor may directly request the Guarantor to assume its guarantee obligations within the scope of guarantee in accordance with the provisions of this Contract, and the Guarantor hereby expressly waives any and all defenses and objections thereto, regardless of whether there is any other security (whether in the form of, including but not limited to, guarantees, mortgages, pledges or bank guarantees) in respect of the debts owed to the Master Contract Creditor that are guaranteed hereunder, regardless of when such other security is created, whether they are valid, whether they are provided by the Master Contract Debtor itself and whether the Master Contract Creditor makes claims against the other guarantor, and regardless of whether any third parties have agreed to assume the debts hereunder, in whole or in part. |
| 6.4 | The obligations of the Guarantor hereunder shall not be reduced or discharged, and the Guarantor undertakes that it shall assume its obligations in accordance with the provisions of this Contract, regardless of whether the Creditor has, will or may waive (including but not limited to waiving the mortgages, pledges or other security interests, and waiving the priority thereof), alter (including but not limited to altering the priority, guarantee amount or scope of the mortgages, pledges or other security interests), or reduce or release any mortgages, pledges, guarantees or other forms of security that have been, will or may be provided by the Debtor or any third parties. |
| 6.5 | The Guarantor agrees that even if certain part of the debts under the Master Contract has been extinguished as a result of the Debtor’s repayment or the Creditor realizing other security interests or for any other reasons, it shall still be liable, within the scope of guarantee hereunder, for the guarantee obligations with respect to the remaining part of the debts that have not been extinguished, in accordance with the provisions hereof. |
| 6.6 | The Guarantor undertakes that, if the debts under the Master Contract are still not satisfied in their entirety after the Guarantor has fulfilled its guarantee obligations, its claim of the right of subrogation or recovery (including its exercise thereof beforehand) against the Debtor or the other guarantor, shall not, in any way, prejudice the interests of the Creditor, and agrees that the satisfaction of the debts owed under the Master Contract shall have priority over the realization of its right of subrogation or recovery |
| . Specifically, until the Creditor’s debts have been fully satisfied: |
| (1) | The Guarantor agrees that it will not claim the right of subrogation or recovery against the Debtor or the other guarantor, and that if, for any reason whatsoever, it has realized such right, the amount of money it receives will be used first to satisfy the outstanding debts owed to the Creditor; and |
| (2) | The Guarantor agrees that if there is any real security to secure the debts owed under the Master Contract, it shall not, on the ground of subrogation or for whatever other reasons, claim such collateral or the proceeds from any disposal thereof, and such collateral and proceeds shall be used first to satisfy the outstanding debts owed to the Creditor. |
| 6.7 | In the event that the Creditor transfers or assigns its rights with respect to the main debts to a third party during the guarantee period in accordance with the law, the Guarantor shall continue to assume its guarantee obligations within the scope of the original guarantee. |
| 6.8 | In case the Debtor fails to fulfill its debt obligations, the Creditor shall have the right to directly request either of the guarantors to fulfill its guarantee obligations, regardless of whether the Creditor has other forms of security in respect of the debts owed under the Master Contract. |
| 6.9 | The Creditor may request the Guarantor in advance to satisfy its joint and several liability immediately within the scope of guarantee if: |
| (1) | The Guarantor refuses to perform any obligations agreed herein in breach of any provisions of this Contract; |
| (3) | The Guarantor becomes bankrupt, is closed temporarily, is filed a petition for reorganization bankruptcy or revoked, or its business license is revoked; |
| (4) | The Guarantor, CASI Cayman, loses its position as the controlling shareholder of, or its actual control over, CASI Wuxi; or |
| (5) | Other circumstances arise that make it difficult or impossible to recover the debts owed to the Creditor under the Master Contract. |
| 6.10 | This Contract is independent of, and shall survive the invalidity of, the Master Contract. In case the Master Contract becomes invalid, the Guarantor shall be jointly and severally liable for satisfying any indebtedness resulting from the Debtor’s repayment of the principal and interest of the main debts and from the latter’s compensation for losses. |
| Article VII | Other Obligations of the Guarantor |
| 7.1 | The Guarantor shall oversee the use (including purposes) of the convertible loan investment funds by the Debtor. |
| 7.4 | In the event of a merger, demerger, change of shareholding, capital increase or reduction, joint venture or consortium of a business of which the Guarantor is the controlling shareholder or actual controller, the Guarantor shall inform the Creditor in a timely manner, and its guarantee obligations shall not be reduced or discharged as a result thereof. |
| 7.5 | The Guarantor undertakes that its position as the controlling shareholder of, and its actual control over, CASI Wuxi will remain unchanged. |
| Article VIII | Representations and Warranties of the Guarantor |
| 8.1 | The Guarantor has full capacity to independently enjoy civil rights and assume civil duties, as well as to independently perform civil acts. In accordance with national laws and regulations, it has the capacity to act as a guarantor to provide guarantees to external entities. |
| 8.2 | The execution and performance hereof are the expression of the true intent of the Guarantor, and have obtained all consents, approvals and authorizations required, free from any legal defects. |
| 8.3 | The Guarantor has lawful property and sources of income, and has sufficient ability to assume its guarantee obligations. It has no loan defaults, interest on arrears, evasion of debts or other bad credit history, and no criminal records; and no orders, changes in financial status, or agreements with any entities or individuals shall reduce or discharge its guarantee obligations. |
| 8.4 | The Guarantor is aware of and agrees to all the provisions of the Master Contract, and its provision of the guarantee for the Debtor is entirely voluntary. All the intents expressed hereunder are true and genuine. |
| 8.5 | All the documents, materials and information provided by the Guarantor to |
| the Creditor during the execution and performance hereof are true, accurate, complete and valid. |
| Article IX | Preservation of Rights |
The rights granted to the Creditor hereunder shall be without prejudice to and in addition to any rights to which it is entitled under laws, regulations or other contracts. No indulgence, grace, concession, or postponement of the exercise of any rights hereunder, given by the Creditor to the Guarantor in respect of any breach or delay shall be deemed to be a waiver of any right or interest hereunder, or permission or acceptance of any breach hereof, or restrict, prevent or preclude any further exercise of such right or any of its other rights, nor shall it result in the Creditor assuming any obligations or liabilities to the Guarantor.
| Article X | Liability for Breach |
| 10.1 | In case the Guarantor breaches any provision hereof or there are any falsehoods, errors or omissions in any representations and warranties hereunder, the Creditor shall have the right to take one or more of the following measures: |
| 10.2 | Where this Contract is invalidated through no fault of the Creditor, the Guarantor shall compensate the Creditor for all the losses incurred, within the scope of guarantee agreed herein. |
| Article XI | Applicable Law and Dispute Resolution |
| 11.1 | The formation, validity, interpretation, performance and dispute resolution of this Contract shall be governed by, and this Contract shall be construed in accordance with, the laws of the People’s Republic of China (excluding, for the purpose of this Agreement, the laws of the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan region). |
| 11.2 | The Parties hereto agree that any dispute or controversy arising out of or in connection with the execution or performance hereof shall be resolved through negotiation. If such negotiation fails, any Party shall have the right to file a lawsuit with the competent people’s court where the Creditor is domiciled. The Parties shall continue to perform the provisions that are not in dispute pending the dispute resolution process. |
| Article XII | Amendments |
| 12.1 | The provisions hereof may be amended in writing by unanimous agreement of the Parties hereto. |
| 12.2 | Anything not addressed herein shall be determined in supplemental agreements among the Parties hereto. |
| 12.3 | Any provision amended or any supplemental contract shall have the same legal force and effect as this Contract, and in case of any conflict between such provision amended or supplemental contract and this Contract, such provision and supplemental contract shall prevail. |
| Article XIII | Notice and Delivery |
| 13.1 | Any notice or written communication to be given by any Party to the other Parties hereunder, including but not limited to any and all written documents and notices required to be given hereunder, shall be given by hand, by registered or certified mail, by facsimile or by other means of communication. Such documents and notices shall be deemed to have been delivered and received: if by hand, on the date on which such documents or notices have been delivered to the addresses of the recipients; if by registered or certified mail, on the [***] day after the mailing of such documents or notices; or if by facsimile, on the date shown on the confirmation of transmission. The designated contact information of each Party is as follows: |
If to Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership):
Address: [***]
Phone: [***]
Email: [***]
If to CASI Pharmaceuticals, Inc.:
Contact: [***]
Address: [***]
Phone: [***]
Email: [***]
If to CASI Pharmaceuticals (Wuxi) Co., Ltd.:
Contact: [***]
Address: [***]
Phone: [***]
Email: [***]
| 13.2 | If any of the contact information of any Party above changes, such Party shall notify the other Parties in writing of the changed contact information pursuant to the provisions of this clause within [***] days of such change. All notices, documents and applications under this clause shall thereafter be delivered to such changed contact information. If the other Parties have not been notified promptly in writing, the notices, documents and applications they have delivered to the contact information set forth herein shall be deemed to have been delivered. The contact information set forth in this clause shall apply to the service of legal process with respect to any litigation or arbitration proceedings arising out of this Contract or its amendments or supplemental contracts. |
| Article XIV | Miscellaneous |
| 14.1 | The invalidity or unenforceability of any provision hereof shall not affect the validity and enforceability of the other provisions or the validity of the Contract as a whole. |
| 14.2 | This Contract shall become effective upon the date on which both of the Guarantor and the Creditor have affixed their common seals to, and their respective legal representative/person-in-charge/authorized representative of the executive partner has signed, the Contract. |
| 14.3 | This Contract shall be made in four (4) originals, with the Creditor holding two (2) thereof and each of the Guarantor and the Debtor holding one (1) thereof, each of which shall have the same legal force and effect. |
(Remainder of Page Intentionally Left Blank – Signature Page Follows)
(Page Intentionally Left Blank - Signature Page to the Guarantee Contract among CASI Pharmaceuticals, Inc., Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) and CASI Pharmaceuticals (Wuxi) Co., Ltd. Follows.)
IN WITNESS WHEREOF, this Contract has been executed by the authorized representatives of the Parties as of the date first above written.
SIGNED by: [***]
Guarantor: CASI Pharmaceuticals, Inc. (seal)
Person-in-charge (signature): [***]
Creditor: Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) (seal)
Authorized representative of the executive partner (signature): [***]
Debtor: CASI Pharmaceuticals (Wuxi) Co., Ltd. (seal)
Legal representative (signature): [***]
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 12/14/23 | ||||
| List all Filings | ||||