GUANGDONG KANGHUA HEALTHCARE CO., LTD.* 廣東康華醫療股份有限公司 (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability)
Total Page:16
File Type:pdf, Size:1020Kb
The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, 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 Application Proof. Application Proof of GUANGDONG KANGHUA HEALTHCARE CO., LTD.* 廣東康華醫療股份有限公司 (a joint stock limited company incorporated in the People’s Republic of China with limited liability) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “Exchange”) and the Securities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong. This Application Proof is in draft form. The information contained in it is incomplete and is subject to change that can be material. By viewing this document, you acknowledge, accept and agree with Guangdong Kanghua Healthcare Co., Ltd. (the “Company”), its sponsor, advisers or member of the underwriting syndicate that: (a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document; (b) the publication of this document or supplemental, revised or replacement pages on the Exchange’s website does not give rise to any obligation of the Company, its sponsor, advisers or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; (c) the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document; (d) the Application Proof is not the final listing document and may be updated or revised by the Company from time to time, in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; (e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, advisers or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document; (h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted; (i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; (j) as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and (k) the application to which this document relates has not been approved for listing and the Exchange and the Commission may accept, return or reject the application for the subject public offering and/or listing. If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company’s prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. IMPORTANT If you are in any doubt about any of the contents of this [REDACTED], you should seek independent professional advice. 廣東康華醫療股份有限公司 GUANGDONG KANGHUA HEALTHCARE CO., LTD.* (A joint stock limited company incorporated in the People’s Republic of China with limited liability) [REDACTED] Number of [REDACTED] under : [REDACTED] H Shares (subject to the the [REDACTED] [REDACTED]) Number of [REDACTED] : [REDACTED] H Shares (subject to reallocation) Number of [REDACTED] : [REDACTED] H Shares (subject to reallocation and the [REDACTED]) Maximum [REDACTED] : [REDACTED] Nominal Value : RMB1.00 per H Share [REDACTED] : [REDACTED] Sole Sponsor [REDACTED] [REDACTED] [REDACTED] 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 [REDACTED], 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 [REDACTED]. A copy of this [REDACTED], having attached thereto the documents specified in “Appendix VII — Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection”, 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 as to the contents of this [REDACTED] or any other documents referred to above. [REDACTED] . * For identification purposes only. [REDACTED] THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. EXPECTED TIMETABLE(1) [REDACTED] i THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. EXPECTED TIMETABLE(1) [REDACTED] ii THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONTENTS IMPORTANT NOTICE TO [REDACTED] We have issued this [REDACTED] solely in connection with the [REDACTED] and the [REDACTED], and it does not constitute an [REDACTED] or [REDACTED] any security other than the [REDACTED] [REDACTED] by this [REDACTED] pursuant to the [REDACTED]. This [REDACTED] may not be used for the purpose of, and does not constitute, an [REDACTED] or [REDACTED] in any other jurisdiction or in any other circumstances. We have taken no action to permit a [REDACTED] of the [REDACTED] in any jurisdiction other than Hong Kong, and we have taken no action to permit the distribution of this [REDACTED] in any jurisdiction other than Hong Kong. The distribution of this [REDACTED] and the [REDACTED] of the [REDACTED] in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorisation by the relevant securities regulatory authorities or an exemption therefrom. You should only rely on the information contained in this [REDACTED] and the [REDACTED] to make your [REDACTED] decision. We have not authorised anyone to provide you with information that is different from what is contained in this [REDACTED]. Any information or representation not made in this [REDACTED] must not be relied on by you as having been authorised by us or any of the Relevant Persons. Information contained on the website at www.kanghuagp.com does not form part of this [REDACTED]. Page Expected Timetable ........................................................ i Contents ................................................................. iii Summary ................................................................ 1 Definitions ............................................................... 12 Glossary of Technical Terms .................................................. 25 Forward-Looking Statements ................................................. 31 Risk Factors .............................................................. 33 Waivers from Strict Compliance with the Listing Rules ............................. 61 Information about this [REDACTED] and the [REDACTED] ........................ 63 Directors, Supervisors and Parties Involved in the [REDACTED] ..................... 68 Corporate Information ...................................................... 72 Industry Overview ......................................................... 74 Regulatory Overview ....................................................... 84 History, Reorganisation and Corporate Structure ................................. 105 Business ................................................................. 115 Financial Information ....................................................... 192 iii THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. CONTENTS Page Directors, Supervisors and Senior Management ................................... 246 Share Capital ............................................................