GLOBAL OFFERING (Incorporated in the Cayman Islands with Limited Liability)
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Hansoh Pharmaceutical Group Company Limited 翰森製藥集團有限公司 Hansoh Pharmaceutical Group Company Limited GLOBAL 翰森製藥集團有限公司 (Incorporated in the Cayman Islands with Limited Liability) OFFERING Stock Code : 3692.HK Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunner and Joint Lead Manager Joint Lead Manager Project Blossom-cover-O09.indd 1-3 28/5/2019 下午7:24 IMPORTANT IMPORTANT: If you are in any doubt about the contents of this prospectus, you should seek independent professional advice. Hansoh Pharmaceutical Group Company Limited 翰森製藥集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 551,280,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 38,590,000 Shares (subject to adjustment) Number of International Offer Shares : 512,690,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$14.26 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.00001 per Share Stock code : 3692 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunner and Joint Lead Manager Joint Lead Manager 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 the section headed “Documents Delivered to the Registrar of Companies 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 determined by agreement between us and the Joint Global Coordinators (on behalf of the Underwriters) on or about Wednesday, June 5, 2019 and, in any event, not later than Sunday, June 9, 2019. The Offer Price will be not more than HK$14.26 per Offer Share and is currently expected to be not less than HK$13.06 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$14.26 per Offer Share, together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$14.26 per Offer Share. If, for any reason, the Offer Price is not agreed between us and the Joint Global Coordinators (on behalf of the Underwriters) on or before Sunday, June 9, 2019 (Hong Kong time), the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The Joint Global Coordinators (on behalf of the Underwriters), with our consent, may reduce the indicative Offer Price range stated in this prospectus and/or reduce the number of Offer Shares being offered pursuant to the Global Offering at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction of the indicative Offer Price range and/or the number of Offer Shares will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and on the website of our Company at www.hspharm.com not later than the morning of the last day for ledging applications under the Hong Kong Public Offering. Further details are set out in the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (on behalf of the 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. 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 law in the United States and may not be offered, sold, pledged or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Offer Shares are being offered and sold (i) within the United States solely to QIBs as defined in Rule 144A pursuant to an exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore transactions in accordance with Regulation S. May 31, 2019 EXPECTED TIMETABLE Latest time for completing electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(2) .................................. 11:30 a.m. on Wednesday, June 5, 2019 Application lists open(3) .............................................. 11:45 a.m. on Wednesday, June 5, 2019 Latest time for lodging WHITE and YELLOW Application Forms ................................................ 12:00 noon on Wednesday, June 5, 2019 Latest time for completing payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s).................................. 12:00 noon on Wednesday, June 5, 2019 Latest time for giving electronic application instructions to HKSCC(4) ........................................... 12:00 noon on Wednesday, June 5, 2019 Application lists close(3) ............................................. 12:00 noon on Wednesday, June 5, 2019 Expected Price Determination Date(5) ........................... Wednesday, June 5, 2019 (1) Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published on the website of the Stock Exchange at www.hkexnews.hk and our company at www.hspharm.com on or before .................. Thursday, June 13, 2019 (2) 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 as described in “How to Apply for the Hong Kong Offer Shares — 11. Publication of Results” in this prospectus................ Thursday, June 13, 2019 —i— EXPECTED TIMETABLE Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result (or www.hkeipo.hk/IPOResult) with a “search by ID” function from ............................................ Thursday, June 13, 2019 Dispatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) ................... Thursday, June 13, 2019 Dispatch/collection of refund cheques and White Form e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(7) ................. Thursday, June 13, 2019 Dealings in the Shares on the Hong Kong Stock Exchange expected to commence at .................................... 9:00 a.m. on Friday, June 14, 2019 Notes: (1) All times refer to Hong Kong local time, except as otherwise stated. (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 an application 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 of 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 in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, June 5, 2019, the application lists will not open on that day. See “How to Apply for the Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to “How to Apply for Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus. (5) The Price Determination Date is expected to be on or about Wednesday, June 5, 2019 and, in any event, not later than Sunday, June 9, 2019. If, for any reason, the Offer Price is not agreed by Sunday, June 9, 2019 between us and the Joint Global Coordinators (on behalf of the Underwriters), the Global Offering will not proceed and will lapse.