Haixi-Prospectus-Final.Pdf
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Haixi Pharmaceutical International Holdings Limited Holdings International Pharmaceutical Haixi PROSPECTUS Haixi Pharmaceutical International Holdings Limited (ACN 616 806 574) PROSPECTUS For the offer of 50,000,000 New Shares at an Offer Price of A$0.50 each to raise A$25,000,000 with up to A$5,000,000 of oversubscriptions and the admission to the Official List of Australian Securities Exchange. Important notice This is an important document, which should be read in its entirety before making any investment decision. You should obtain independent advice if you have any questions about any of the matters contained in this Prospectus. LEAD MANAGER CORPORATE ADVISER IMPORTANT INFORMATION Australian securities may not be the Information referred to in the Prospectus. same as those for securities in foreign The basis of preparation of the Financial OFFER jurisdictions. If you are uncertain about Information is set out in the “Financial whether this investment is appropriate Information” in Section 6. All references The Offer contained in this Prospectus for you, you should seek the advice of an to FY2014, FY2015, and FY2016 appearing is an invitation to acquire Shares in Haixi appropriately qualified financial adviser. in this Prospectus are to the financial Pharmaceutical International Holdings years ended or ending 31 December 2014, Limited (ACN 616 806 574). The distribution of this Prospectus outside Australia may be restricted 31 December 2015, or 31 December 2016 LODGEMENT AND LISTING by law and therefore any person who respectively, unless otherwise indicated. This Prospectus is dated 19 July 2017. resides outside Australia and who Historical Financial Information has A copy of this Prospectus was lodged with receives this Prospectus should seek been prepared in accordance with the ASIC on 19 July 2017. This Prospectus is advice on and observe any such recognition and measurement principles a replacement prospectus and replaces restrictions. Any person who has a prescribed by International Financial the prospectus dated 6 July 2017. A copy registered address in any other country Reporting Standards. of this Prospectus will be lodged with ASX. who receives this Prospectus may only The Historical Financial Information This Prospectus has been issued to provide apply for Shares where that person is in this Prospectus should be read in further disclosure regarding corporate able to reasonably demonstrate to the conjunction with, and they are qualified advisory and lead manager agreements satisfaction of the Company that the by, reference to the information and voluntary escrow arrangements. person may participate in the Offer contained in Section 6. relying on a relevant exception from, Neither ASIC nor ASX or their officers The functional currency of the operating or are not otherwise subject to, the entities in the Haixi Group is Chinese take any responsibility for the contents lodgement, filing, registration or of this Prospectus or for the merits Yuan. The presentation currency is other requirements of any applicable Australian dollars. Save as set out above, of the investment to which this securities laws in the jurisdiction in Prospectus relates. the financial amounts referred to in this which they have a registered address. Prospectus are expressed in Australian EXPIRY DATE The Company will not offer to sell, dollars unless stated otherwise. Haixi has No Shares will be allotted or issued nor solicit an offer to purchase, any adopted the foreign currency translation on the basis of this Prospectus later securities in any jurisdiction where accounting policy set out in Section 6. than 13 months after the date of such offer, sale or solicitation may not Accordingly, investors should be aware this Prospectus. lawfully be made. Any failure to comply that the amounts represented in the with these restrictions may constitute Prospectus may change as a result NOTE TO APPLICANTS violation of applicable laws. of fluctuations in the exchange rates The information in this Prospectus is between AUD and RMB. NOTICE TO UNITED STATES RESIDENTS not financial product advice and does DISCLAIMER not take into account your investment The securities being offered pursuant to objectives, financial situation or particular this Prospectus have not been registered Investors should not rely on any needs. This Prospectus should not be under the US Securities Act and may not information which is not contained in construed as financial, taxation, legal be offered or sold in the United States this Prospectus in making a decision or other advice. absent registration or an applicable as to whether to acquire Shares in the exemption from registration under the Company under the Offer. No person This Prospectus is important and should, US Securities Act and applicable State is authorised by the Company or the along with each of the documents securities laws. This Prospectus does Lead Manager to give any information or incorporated by reference, be read in not constitute an offer or invitation to sell, make any representation in connection its entirety prior to deciding whether to or the solicitation of an offer to buy, nor with the Offer that is not contained in invest in the Company’s Shares. There shall there be any sale of these securities the Prospectus. Any information or are risks associated with an investment in any state or other jurisdiction in which representation not contained in this in the Shares and the Shares offered such offer, solicitation or sale would be Prospectus may not be relied on as under this Prospectus must be regarded unlawful. Any hedging transactions having been authorised by the Company, as a speculative investment. Some of involving these securities may not be its Directors or any other person in the risks that should be considered conducted unless in compliance with connection with the Offer. The Company’s are set out in Section 9 (Risk Factors) the US Securities Act and applicable business, financial condition, results of of this Prospectus. You should carefully State securities laws. operations and prospects may have consider these risks in light of your changed since the date of this Prospectus. personal circumstances (including NOTICE TO HONG KONG RESIDENTS financial and tax issues). This Prospectus contains forward- The contents of this Prospectus have looking statements concerning the There may also be risks in addition to not been reviewed by any regulatory Company’s business, operations, these that should be considered in light authority in Hong Kong. You are advised financial performance and condition as of your personal circumstances. If you to exercise caution in relation to the Offer. well as the Company’s plans, objectives do not fully understand this Prospectus If you are in any doubt about any of the and expectations for its business, or are in doubt as to how to deal with it, contents of this Prospectus, you should operations and financial performance you should seek professional guidance obtain independent professional advice. and condition. Any statements contained from your stockbroker, lawyer, accountant NOTICE TO PRC RESIDENTS in this Prospectus that are not of historical or other professional adviser before facts may be deemed to be forward- The information in this document deciding whether to invest in the Shares. looking statements. You can identify does not constitute a public offer of the No person named in this Prospectus these statements by words such as “aim”, New Shares, whether by way of sale or guarantees the Company’s performance “anticipate”, “assume”, “believe”, “could”, subscription, in the People’s Republic or any return on investment made “due”, “estimate”, “expect”, “goal”, of China (excluding, for purposes of this pursuant to this Prospectus. “intend”, “may”, objective”, “plan”, paragraph only, Hong Kong Special “predict”, “potential”, “positioned”, “should”, Administrative Region, Macau Special NO OFFERING WHERE OFFERING “target”, “will”, “would” and other similar Administrative Region and Taiwan). The WOULD BE ILLEGAL expressions that are predictions of or New Shares may not be offered or sold This Prospectus does not constitute an indicate future events and future trends. directly or indirectly in the PRC to legal Offer or invitation in any place in which, or natural persons other than directly to These forward-looking statements are or to any person to whom, it would “qualified domestic institutional investors”. based on current expectations, estimates not be lawful to make such an offer or and projections about the Company’s invitation. No action has been taken to FINANCIAL INFORMATION business and the industry in which the register or qualify the Shares or the Offer, AND AMOUNTS Company operates and management’s or to otherwise permit a public offering The “Financial Information” section in beliefs and assumptions. These forward- of Shares, in any jurisdiction outside Section 6 sets out in detail the Financial looking statements are not guarantees Australia. The taxation treatment of of future performance or development this Prospectus should ensure that • market research companies for the and involve known and unknown risks, they download and read the entire purpose of analysing the Shareholder uncertainties and other factors that are Prospectus. If unsure about the base and for product development in some cases beyond the Company’s completeness of the Prospectus and planning; and control. As a result, any or all of the received electronically, or a print out • legal