Global Offering
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(A joint stock company incorporated in the People's Republic of China with limited liability) STOCK CODE : 6185 GLOBAL OFFERING Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. CanSino Biologics Inc. 康希諾生物股份公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares in the : 57,248,600 H Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 5,725,200 H Shares (subject to adjustment) Number of International Offer Shares : 51,523,400 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$22.00 per H Share, plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027% (payable in full on application in Hong Kong Dollars and subject to refund) Nominal Value : RMB1.00 per H Share Stock Code : 6185 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers 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 “Appendix VIII – 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 (WindingUpand Miscellaneous Provisions) Ordinance of Hong Kong (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 Representatives (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Friday, March 22, 2019 and, in any event, not later than Wednesday, March 27, 2019. The Offer Price will be not more than HK$22.00 and is currently expected to be not less than HK$21.00. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$22.00 for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price should be lower than HK$22.00. If, for any reason, the Joint Representatives (on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price, the Global Offering will not proceed and will lapse. The Joint Representatives (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares and/or the indicative Offer Price range that stated in this Prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, a notice of the reduction in the number of 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 well as our website www.cansinotech.com not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections entitled “Structure of the Global Offering – Conditions 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 Offer, then such applications can be subsequently withdrawn if the number of Offer Shares and/or the indicative Offer Price range is so reduced. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments 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 our H Share. Such differences and risk factors are set out in “Risk Factors,” “Appendix V – Summary of Principal Legal and Regulatory Provisions” and “Appendix VI – Summary of the Articles of Association” to this Prospectus. Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this Prospectus, including but not limited to the risk factors set forth in the section headed “Risk Factors” in 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 Representatives (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the H Shares commences on the Stock Exchange. Such grounds are set out in the section entitled “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in this Prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be offered, sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered to QIBs in the United States in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or another available exemption from registration under the U.S. Securities Act or outside the United States in offshore transactions in accordance with Rule 903 or Rule 904 of Regulation S. March 18, 2019 First, a few wordsѧѧ Dear reader, This section isn’t really about our company – we have about 500 pages to tell you all about that. (And don’t forget the Risk Factors section.) This section is really about where we came from, how we got here and where we want to be. It’s all about choice. One hot summer day about ten years ago, at a big backyard in the suburb of Toronto, a group of us, close friends and families, were having a summer barbecue. Weather was perfect. Kids were playing. After a few beers (or maybe more than a few), we – all scientists and managers in the vaccine field – started talking about the stories of my recent trips back to China and the huge gap between China and Canada in vaccine field. Nobody disagreed with the facts; but to do something about it – that took some convincing. We all had a lot to give up – senior jobs at global big pharmas, prestige, money, comfortable life – a dream life for many. What are we balancing that with? Not a lot. At the end, we all felt that we just needed to do the right thing. We made the choice, and decided to give it all up and do it. (Hey, we were as surprised with our own choice as anybody.) Our company’s name – CanSino (康希諾). In Chinese it means health, hope and promises – things we truly valued. In English it means Canada and China (duh!). The toughest part of it all, looking back, wasn’t giving up the job, money or prestige. It was the family. Most of our families stayed in Canada, and we could only see them a few times a year. When you think about your young kids and teenagers growing up without dads, when you know your wife had to shovel out of 10 inches of deep snow early morning in -20°C wind chill all by herself – those were the tough moments. Fast forward to 2015, Sierra Leone, where we were doing clinical trials for our Ebola vaccine. Conditions were rough. Extreme poverty. Power outages all the time. Besides Ebola, they were facing malaria, HIV and many other infections. What struck many of us the most was the inevitability the people felt about early death (average life span was about 40 some years), and the indifference they felt about life and existence. Even our driver once told us, if he didn’t die from Ebola, he probably would have died from something else. That line was like a reset button that put our lives in perspective for many of us. If there were any doubts in our mind about whether what we were doing had a point, they were gone by then. In Africa, in China and even in more developed countries, infectious diseases are still causing pain and suffering to people even though many of these diseases can be prevented through vaccination.