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Global Offering E

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Global Offering E (a joint stock limited company incorporated in the People’s Republic of China with limited liability) Stock code : 2120 RESPECTING LIFE HUMBLE SERVICE GLOBAL OFFERING Joint Sponsors (in alphabetical order) Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. Wenzhou Kangning Hospital Co., Ltd. 溫州康寧醫院股份有限公司 (a joint stock limited company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 17,600,000 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 1,760,000 H Shares (subject to adjustment) Number of International Offer Shares : 15,840,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$38.7 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund on final pricing) Nominal value : RMB1.00 per H Share Stock code : 2120 Joint Sponsors (in alphabetical order) Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers 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 in Hong Kong and Available for Inspection” 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. 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 other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us on the Price Determination Date, which is expected to be on or around Friday, November 13, 2015 and, in any event, not later than Monday, November 16, 2015. The Offer Price will be not more than HK$38.7 per Offer Share and is currently expected to be not less than HK$32.1 per Offer Share, unless otherwise announced. If, for any reason, the Offer Price is not agreed by Monday, November 16, 2015 between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for the Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$38.7 per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$38.7 per Offer Share. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below that stated in this Prospectus 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, an announcement 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 day which is the last day for lodging applications under the Hong Kong Public Offering. Such notice will also be available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.knhosp.cn. For further information, see the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Offer Shares commences on the Stock Exchange. Such grounds are set out in the section headed “Underwriting” 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. Our Company is incorporated, and our operations are primarily 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 that there are different risk factors relating to investments 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 our Shares. Such differences and risk factors are set out in the sections entitled “Risk Factors”, “Appendix III — Taxation and Foreign Exchange”, “Appendix IV — Summary of Principal Legal and Regulatory Provisions” and “Appendix V — Summary of the Articles of Association of our Company” in this Prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold or delivered to QIBs in reliance on Rule 144A or any other exemption from registration under the U.S. Securities Act of 1933, as amended, and outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended. November 10, 2015 EXPECTED TIMETABLE(1) The Company will issue an announcement in Hong Kong to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) if there is any change in the following expected timetable(1) of the Hong Kong Public Offering. Latest time to complete electronic applications under White Form eIPO service through the designated website at www.eipo.com.hk(2) .............................11:30 a.m. on Friday, November 13, 2015 Application lists of the Hong Kong Public Offering open(3) ................11:45 a.m. on Friday, November 13, 2015 Latest time to lodge WHITE and YELLOW Application Forms ............12:00 noon on Friday, November 13, 2015 Latest time to give electronic application instructions to HKSCC(4) ..........12:00 noon on Friday, November 13, 2015 Latest time to complete payment for White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ..........................................12:00 noon on Friday, November 13, 2015 Application lists of the Hong Kong Public Offering close .................12:00 noon on Friday, November 13, 2015 Expected Price Determination Date(5) ......................Friday, November 13, 2015 Announcement of: • the Offer Price; • the indication of the level of interest in the International Offering; • the indication of the level of interest in the Hong Kong Public Offering; and • the basis of allocation of the Hong Kong Offer Shares, to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the website of the Stock Exchange at www.hkexnews.hk and our Company at www.knhosp.cn(6) onorbefore .........Thursday, November 19, 2015 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 (see the section headed “How to Apply for the Hong Kong Offer Shares”) from ....Thursday, November 19, 2015 –i– EXPECTED TIMETABLE(1) Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function from ...................Thursday, November 19, 2015 Despatch of H Share certificates on or before ..............Thursday, November 19, 2015 and/or White Form e-Refund payment instructions and/or refund cheques (if applicable) on or before(7)(8) .....Thursday, November 19, 2015 Dealings in H Shares on the Stock Exchange expected to commence on ..............................Friday, November 20, 2015 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 at or before 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 at any time between 9:00 a.m. and 12:00 noon on Friday, November 13, 2015, the application lists will not open on that day.
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