Prospectus, You Should Obtain Independent Professional Advice
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IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. ANGELALIGN TECHNOLOGY INC. 時代天使科技有限公司 (Incorporated in the Cayman Islands with limited liability) Global Offering Total number of Offer Shares under the : 16,829,600 Shares (subject to the Over- Global Offering allotment Option) Number of Hong Kong Public Offer Shares : 1,683,000 Shares (subject to adjustment) Number of International Offer Shares : 15,146,600 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$173.00 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund) Nominal value : US$0.0001 per Share Stock code : 6699 Joint Sponsors, Joint Global Coordinators, 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 in Hong Kong and Available for Inspection” in Appendix V 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 of the other documents referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators, for themselves and on behalf of the Underwriters, and our Company on or before Tuesday, June 8, 2021 or such later time as may be agreed between the parties, but in any event, no later than Thursday, June 10, 2021. Applicants for Hong Kong Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$173.00 for each Hong Kong Public Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is lower than HK$173.00. If, for any reason, the Joint Global Coordinators, on behalf of the Underwriters, and our Company are unable to reach an agreement on the Offer Price by Thursday, June 10, 2021, the Global Offering will not become unconditional and will lapse immediately. The Offer Price will be not more than HK$173.00 per Share and is expected to be not less than HK$147.00 per Share. The Joint Global Coordinators, for themselves and on behalf of the Underwriters, may, with the consent of our Company, reduce the number of Offer Shares and/or the indicative Offer Price range stated in this prospectus at any time prior to the morning of the last date for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Public Offer Shares and/or the indicative Offer Price range will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.angelalign.com as soon as practicable but 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. For further information, see the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for the Hong Kong Public Offer Shares” in this prospectus. Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, and in particular, the risk factors set out in the section headed “Risk Factors.” 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 Public Offer Shares, are subject to termination by the Joint Global Coordinators, for themselves and on behalf of the Hong Kong Underwriters, if certain grounds arise prior to 8:00 a.m. on the Listing Date. Further details of such grounds are set out in the section headed “Underwriting — Underwriting Arrangement and Expenses — Hong Kong Public Offering — Grounds for Termination.” 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 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 US persons (as defined in Regulation S), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold (1) solely to QIBs in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (2) outside of the United States in offshore transactions in reliance on Regulation S. ATTENTION We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus or printed copies of any application forms to the public in relation to the Hong Kong Public Offering. This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.angelalign.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above. Thursday, June 3, 2021 IMPORTANT IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus or printed copies of any application forms to the public in relation to the Hong Kong Public Offering. This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.angelalign.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above. To apply for the Hong Kong Public Offer Shares, you may: (1) apply online via the HK eIPO White Form service in the IPO App (which can be downloaded by searching “IPO App” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp)oratwww.hkeipo.hk;or (2) electronically cause HKSCC Nominees to apply on your behalf, including by: i. instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Public Offer Shares on your behalf; or ii. (if you are an existing CCASS Investor Participant) giving electronic application instructions through the CCASS Internet System (https://ip.ccass.com) or through the CCASS Phone System (using the procedures in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC can also input electronic application instructions for CCASS Investor Participants through HKSCC’s Customer Service Centre by completing an input request. If you have any question about the application online via the HK eIPO White Form Service for the Hong Kong Public Offer Shares, you may call the enquiry hotline of our Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at +852 3907 7333 on the following dates: Thursday, June 3, 2021 — 9:00 a.m. to 9:00 p.m. Friday, June 4, 2021 — 9:00 a.m. to 9:00 p.m. Saturday, June 5, 2021 — 9:00 a.m. to 6:00 p.m. Sunday, June 6, 2021 — 9:00 a.m. to 6:00 p.m. Monday, June 7, 2021 — 9:00 a.m. to 9:00 p.m. Tuesday, June 8, 2021 — 9:00 a.m. to 12:00 noon We will not provide any physical channels to accept any application for the Hong Kong Public Offer Shares by the public. The contents of the electronic version of this prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this prospectus is available online at the website addresses above. Please refer to the section headed “How to Apply for the Hong Kong Public Offer Shares” in this prospectus for further details of the procedures through which you can apply for the Hong Kong Public Offer Shares electronically. Your application must be for a minimum of 200 Hong Kong Public Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select. No. of Hong Kong Public No. of Hong No. of Hong No. of Hong Amount Kong Public Amount Kong Public Kong Public Offer Shares payable on Offer Shares payable on Offer Shares Amount payable Offer Shares Amount payable applied for application applied for application applied for on application applied for on application HK$ HK$ HK$ HK$ 200 34,948.66 8,000 1,397,946.57 60,000 10,484,599.26 450,000 78,634,494.45 400 69,897.33 9,000 1,572,689.89 70,000 12,232,032.47 500,000 87,371,660.50 600 104,845.99 10,000 1,747,433.21 80,000 13,979,465.68 600,000 104,845,992.60 800 139,794.66 15,000 2,621,149.82 90,000 15,726,898.89 700,000 122,320,324.70 1,000 174,743.32 20,000 3,494,866.42 100,000 17,474,332.10 800,000 139,794,656.80 2,000 349,486.64 25,000 4,368,583.03 150,000 26,211,498.15 841,400* 147,029,030.29 3,000 524,229.96 30,000 5,242,299.63 200,000 34,948,664.20 4,000 698,973.28 35,000 6,116,016.24 250,000 43,685,830.25 5,000 873,716.61 40,000 6,989,732.84 300,000 52,422,996.30 6,000 1,048,459.93 45,000 7,863,449.45 350,000 61,160,162.35 7,000 1,223,203.25 50,000 8,737,166.05 400,000 69,897,328.40 * Maximum number of Hong Kong Public Offer Shares you may apply for.