Global Offering
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蘇州貝康醫療股份有限公司 SUZHOU BASECARE MEDICAL CORPORATION LIMITED (A joint stock company incorporated in the People's Republic of China with limited liability) Stock Code: 2170 GLOBAL OFFERING Sole Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Joint Lead Manager IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Suzhou Basecare Medical Corporation Limited 蘇州貝康醫療股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under : 66,667,000 H Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 6,667,000 H Shares (subject to adjustment) Number of International Offer Shares : 60,000,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$27.36 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong Dollars and subject to refund) Nominal Value : RMB1.00 per H Share Stock Code : 2170 Sole Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Joint Lead Manager Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix VII—Documents Delivered to the Registrar of Companies and Available for Inspection” to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, February 1, 2021 (Hong Kong time) and, in any event, not later than Tuesday, February 2, 2021 (Hong Kong time). The Offer Price will be not more than HK$27.36 per Offer Share and is currently expected to be not less than HK$26.36 per Offer Share. If, for any reason, the Offer Price is not agreed by Tuesday, February 2, 2021 (Hong Kong time) between the Joint Global Coordinators (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$27.36 for each Hong Kong Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$27.36. We are incorporated, and a majority part of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set out in the sections headed “Risk Factors,” “Appendix IV—Summary of Principal Legal and Regulatory Provisions” and “Appendix V—Summary of Articles of Association” to this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Hong Kong Stock Exchange. Such grounds are set out in the section headed “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds for termination” in this prospectus. The Offer Shares have not been and will not be registered under the Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S. persons, except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Offer Shares are being offered and sold (1) solely to QIBs as defined in Rule 144A pursuant to an exemption from registration under the Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S to investors. January 27, 2021 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable, we will issue an announcement on the respective websites of our Company at www.basecare.cn and the Hong Kong Stock Exchange at www.hkexnews.hk. Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) .....................11:30 a.m. on Monday, February 1, 2021 Application lists open(3) ...................................11:45 a.m. on Monday, February 1, 2021 Latest time for lodging WHITE and YELLOW Application Forms ............................12:00 noon on Monday, February 1, 2021 Latest time for completing payment of WHITE FORM eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s).................................12:00 noon on Monday, February 1, 2021 Latest time for giving electronic application instructions to HKSCC(4) ...............................12:00 noon on Monday, February 1, 2021 Application lists close(3) ..................................12:00 noon on Monday, February 1, 2021 Expected Price Determination Date(5) ...................................Monday, February 1, 2021 (1) Announcement of • the Offer Price, • the level of indications of interest in the International Offering, • the level of applications in the Hong Kong Public Offering, • basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering, to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before..........................................Friday, February 5, 2021 –i– EXPECTED TIMETABLE(1) (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in “How to Apply for Hong Kong Offer Shares—Publication of Results” in this prospectus from ..............Friday, February 5, 2021 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.basecare.cn on or before.......................Friday, February 5, 2021 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from ...................................Friday, February 5, 2021 Despatch/collection of H Share certificates or deposit of the H Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) ..............................Friday, February 5, 2021 Despatch/collection of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(6)(7) ..........................Friday, February 5, 2021 Dealings in the H Shares on the Hong Kong Stock Exchange expected to commence at ....................9:00 a.m. on Monday, February 8, 2021 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a. m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, February 1, 2021, the application lists will not open on that day. For further details, see “How to Apply for Hong Kong Offer Shares—Effect of Bad Weather on the Opening of the Application Lists”. –ii– EXPECTED TIMETABLE(1) (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for Hong Kong Offer Shares—Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus for further details.