Shanghai Junshi Biosciences Co., Ltd
Total Page:16
File Type:pdf, Size:1020Kb
IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* 上海君實生物醫藥科技股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Total number of Offer Shares under the : 158,910,000 H Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 15,892,000 H Shares (subject to adjustment) Number of International Placing Shares : 143,018,000 H Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$20.38 per H Share and expected to be not less than HK$19.38 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong Dollars, subject to refund) Nominal value : RMB1.00 per H Share Stock code : 1877 Sole Sponsor and Lead Global Coordinator Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers 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 “Documents Delivered to the Registrar of Companies and Available for Inspection – Documents Delivered to the Registrar of Companies in Hong Kong” in Appendix VI 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 of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. We are incorporated, and a substantial 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 the fact that there are different risks relating to investment in PRC incorporated companies. 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 forth in “Risk Factors”, “Appendix III – Summary of Principal Legal and Regulatory Provisions” and “Appendix IV – Summary of Articles of Association”. The Offer Price is expected to be fixed by agreement between the Lead Global Coordinator, on behalf of the Underwriters, and us on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, December 17, 2018 (Hong Kong time) and, in any event, no later than Friday, December 21, 2018 (Hong Kong time). The Offer Price will be not more than HK$20.38 per Offer Share and is currently expected to be not less than HK$19.38 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by Friday, December 21, 2018 (Hong Kong time) between the Lead Global Coordinator (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$20.38 for each Hong Kong Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$20.38. The Lead Global Coordinator (for itself and on behalf of the Hong Kong Underwriters), and with our consent may, where considered appropriate, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range below that is stated in this prospectus (which is HK$19.38 to HK$20.38) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be available on the website of our Company at www.junshipharma.com and on the website of the Stock Exchange at www.hkexnews.hk. Further details are set forth in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offering, in the event that the number of Offer Shares and/or the indicative Offer Price range is so reduced, such applications can subsequently be withdrawn. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Lead Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. 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 US Securities Act or any state securities law in the United States and may be offered and sold only (a) in the United States to “Qualified Institutional Buyer” in reliance on Rule 144A under the US Securities Act or another exemption from, or in a transaction not subject to, registration under the US Securities Act and (b) outside the United States in an offshore transaction in accordance with Regulation S under the US Securities Act. * For identification purpose only December 11, 2018 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under the HK eIPO White Form service through the designated website at www.hkeipo.hk(2) .....................................11:30 a.m. on Friday, December 14, 2018 Application lists open for the Hong Kong Public Offering(3) ........11:45 a.m. on Friday, December 14, 2018 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC(4)......12:00 noon on Friday, December 14, 2018 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) ......12:00 noon on Friday, December 14, 2018 Application lists close for the Hong Kong Public Offering(3) ........12:00 noon on Friday, December 14, 2018 Expected Price Determination Date(5) ....................Monday, December 17, 2018 Announcement of the Offer Price, the level of applications in the Hong Kong Public Offering, the level of indications of interest in the International Placing and the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.junshipharma.com on or before ..................Friday, December 21, 2018 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. (See the section headed “How to Apply for Hong Kong Offer Shares – Publication of Results”) from .....................................Friday, December 21, 2018 Results of allocations for the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result with a “search by ID” function ......Friday, December 21, 2018 Share certificates (if applicable) in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before ...............................................Friday, December 21, 2018 HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications to be dispatched/collected on or before(6)(7)(8) .................................Friday, December 21, 2018 Dealings in H Shares on the Stock Exchange expected to commence at 9:00 a.m. on ..................................................Monday, December 24, 2018 –i– EXPECTED TIMETABLE(1) Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering”. (2) You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for lodging applications. If you have already submitted your application and obtained a payment 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 lodging applications, when the application lists close. (3) If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal in force in Hong Kong at any time between 9:00 a.m.