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Global Offering Pharma Corporation Jacobson Pharma Corporation Limited 雅各臣科研製藥有限公司 (Incorporated under the laws of the Cayman Islands with limited liability) Stock Code : 2633 GLOBAL OFFERING Sole Global Coordinator Sole Sponsor Sole Bookrunner and Sole Lead Manager IMPORTANT IMPORTANT: If you are in any doubt about the contents of this prospectus, you should seek independent professional advice. Pharma Corporation Jacobson Pharma Corporation Limited 雅各臣科研製藥有限公司 (Incorporated under the laws of the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 437,500,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 43,752,000 Shares (subject to adjustment) Number of International Offer Shares : 393,748,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$1.72 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, subject to refund) Nominal value : HK$0.01 per Share Stock code : 2633 Sole Sponsor, Sole Global Coordinator, Sole Bookrunner and Sole 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 VI 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 Sole Global Coordinator (on behalf of the Underwriters) on or about Tuesday, September 13, 2016 and, in any event, not later than Thursday, September 15, 2016. The Offer Price will be not more than HK$1.72 per Offer Share and is currently expected to be not less than HK$1.28 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$1.72 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$1.72 per Offer Share. If, for any reason, the Offer Price is not agreed between us and the Sole Global Coordinator (on behalf of the Underwriters) on or before Thursday, September 15, 2016 (Hong Kong time), the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The Sole Global Coordinator (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 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for 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 Underwriter under the Hong Kong Underwriting Agreement are subject to termination by the Sole Global Coordinator (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 — Hong Kong Underwriting Agreement — 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 or to, or for the account or benefit of U.S. persons, 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 outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. September 8, 2016 EXPECTED TIMETABLE(1) 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 Tuesday, September 13, 2016 Application lists open(3) .........................11:45 a.m. on Tuesday, September 13, 2016 Latest time for lodging WHITE and YELLOW Application Forms .......................... 12:00 noon on Tuesday, September 13, 2016 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 Tuesday, September 13, 2016 Latest time for giving electronic application instructions to HKSCC(4) ............................... 12:00 noon on Tuesday, September 13, 2016 Application lists close(3) ........................12:00 noon on Tuesday, September 13, 2016 Expected Price Determination Date(5) .........................Tuesday, September 13, 2016 (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 basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ..........Tuesday, September 20, 2016 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) will be available through a variety of channels as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this prospectus ................Tuesday, September 20, 2016 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.jacobsonpharma.com from ......................Tuesday, September 20, 2016 Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result with a “search by ID” function from .........................Tuesday, September 20, 2016 e-Auto Refund payment instructions/refund checks in respect of wholly or partially unsuccessful application to be posted on or before . Tuesday, September 20, 2016 HK eIPO White Form refund payment instruction to be dispatched on or before ..........................................Tuesday, September 20, 2016 —i— EXPECTED TIMETABLE(1) Dispatch/collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) .................Tuesday, September 20, 2016 Dispatch/collection of refund checks and e-Auto 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 .....................Tuesday, September 20, 2016 Dealings in the Shares on the Hong Kong Stock Exchange expected to commence on 9:00 am on .....................Wednesday, September 21, 2016 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 Tuesday, September 13, 2016, the application lists will not open on that day. Please refer to the section headed “How to Apply for 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 the section headed “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 Tuesday, September 13, 2016 and, in any event, not later than Thursday, September 15, 2016 unless otherwise determined between the Sole Global Coordinator (on behalf of the Underwriters) and our Company.
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