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Global Offering 康龍化成(北京)新藥技術股份有限公司 Pharmaron Beijing Co., Ltd.* Pharmaron Beijing Co., Ltd.* 康龍化成(北京)新藥技術股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code: 3759 GLOBAL OFFERING 康龍化成(北京)新藥技術股份有限公司 Pharmaron Beijing Co., Ltd.* Joint Sponsors, Joint Global Coordinators and Joint Lead Managers Joint Bookrunners * For identification purposes only IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Pharmaron Beijing Co., Ltd.* 康龍化成(北京)新藥技術股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) Global Offering Total number of Offer Shares under the : 116,536,100 H Shares (subject to the Over- Global Offering allotment Option) Number of Hong Kong Offer Shares : 11,653,700 H Shares (subject to adjustment) Number of International Offer Shares : 104,882,400 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$39.50 per H 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 on final pricing) Nominal value : RMB1.00 per H Share Stock code : 3759 Joint Sponsors, Joint Global Coordinators and Joint Lead Managers Joint Bookrunners 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 paragraph headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection—1. Documents Delivered to the Registrar of Companies in Hong Kong” in Appendix VIII 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. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators, on behalf of the Underwriters, and our Company on or before Thursday, November 21, 2019 or such later time as may be agreed between the parties, but in any event, no later than Tuesday, November 26, 2019. 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 Tuesday, November 26, 2019 the Global Offering will not become unconditional and will lapse immediately. The Offer Price will be not more than HK$39.50 per Offer Share and is expected to be not less than HK$34.50 per Offer Share although the Joint Global Coordinators, on behalf of the Underwriters, and our Company may agree to a lower price. The Joint Global Coordinators, on behalf of the Underwriters, may, with the consent of our Company, reduce the indicative Offer Price range below that stated in this prospectus (being HK$34.50 per Offer Share to HK$39.50 per Offer Share) at any time on or 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 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.pharmaron.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, please refer to the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. We are incorporated and a substantial majority of our business and assets are located in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong, and the fact that there are different risks relating to investment 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 the H Shares. Such differences and risk factors are set out in the sections headed “Risk Factors” and “Regulatory Overview” in this prospectus and in Appendix IV, Appendix V and Appendix VI to this prospectus. Pursuant to the termination provisions contained in the Hong Kong Underwriting Agreement in respect of the Hong Kong Offer Shares, the Joint Sponsors and the Joint Global Coordinators, on behalf of the Hong Kong Underwriters, have the right in certain circumstances, in their absolute discretion, to terminate the obligation of the Hong Kong Underwriters pursuant to the Hong Kong Underwriting Agreement at any time prior to 8:00 a.m. on the Listing Date. Further details of the terms of the termination provisions are set out in the paragraph headed “Underwriting—Underwriting Arrangements and Expenses—The 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 in the United States, and may not be offered, sold, pledged or transferred, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. The Offer Shares are being offered and sold only (i) in the United States to QIBs in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (ii) outside of the United States in offshore transactions in reliance on Regulation S. * For identification purposes only November 14, 2019 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk (note 2) .............11:30 a.m. on Wednesday, November 20, 2019 Application lists for the Hong Kong Public Offering open (note 3) ..........................................11:45 a.m. on Wednesday, November 20, 2019 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC (note 4) .....................................12:00 noon on Wednesday, November 20, 2019 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s)...............................12:00 noon on Wednesday, November 20, 2019 Application lists close (note 3) ..............................12:00 noon on Wednesday, November 20, 2019 Expected Price Determination Date (note 5) .................................Thursday, November 21, 2019 Announcement of the Offer Price, the level of applications in the Hong Kong Public Offering, the level of indications of interest in the International Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.pharmaron.com on or before (note 6)..............................Wednesday, November 27, 2019 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. (Please refer to the paragraph headed “How to Apply for the Hong Kong Offer Shares— 11. Publication of Results” in this prospectus) from ........................Wednesday, November 27, 2019 Results of allocations for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from .....................................Wednesday, November 27, 2019 —i— EXPECTED TIMETABLE(1) Share certificates (if applicable) in respect of wholly or partially successful applications to be dispatched on or before ...............Wednesday, November 27, 2019 e-Refund payment instructions/Refund checks in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications to be dispatched on or before (note 7) ................................................Wednesday, November 27, 2019 Dealings in H Shares on the Stock Exchange to commence at 9:00 a.m. on .............................................Thursday, November 28, 2019 Notes: (1) All times refer to Hong Kong local time. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. (2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting 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 for submitting applications, when the application lists close. (3) If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, November 20, 2019, the application lists will not open on that day. Further information is set out in the paragraph headed “How to Apply for the Hong Kong Offer Shares—10.
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