707448 Edison_Fancy Cover Eng_HR.pdf 1 22/4/2019 10:53:00 AM (Incorporated in the Cayman Islands as an exempted company with limited liability) Sole Sponsor Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers Joint Bookrunners, Joint Lead Managers 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. VIVA BIOTECH HOLDINGS (Incorporated in the Cayman Islands as an exempted company with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 345,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 34,500,000 Shares (subject to reallocation) Number of International Offer Shares : 310,500,000 Shares (subject to reallocation and the Over- allotment Option) Maximum Offer Price : HK$4.41 per Offer 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) Nominal value : US$0.000025 per Share Stock code : 1873 Sole Sponsor Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers Joint Bookrunners, Joint Lead Managers 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 “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection”, 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 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 determined by agreement between the Joint Representatives and our Company on or about Tuesday, April 30, 2019 and, in any event, not later than Wednesday, May 8, 2019. The Offer Price will be not more than HK$4.41 per Offer Share and is currently expected to be not less than HK$3.42 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$4.41 per Offer Share, together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$4.41 per Offer Share. The Joint Representatives, with our consent, may reduce the number of Offer Shares being offered under the Global Offering and/or the Offer Price 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) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.vivabiotech.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practicable. For further information, please see the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives if certain grounds arise prior to 8:00 a.m. on the Listing Date. Please see the section headed “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Termination.” The Shares have not been and will not be registered under the U.S. Securities Act or any state securities law of the United States. The Company has not been and will not be registered under the U.S. Investment Company Act, in reliance on the exemption provided by Section 3(c)(7) thereof. The Offer Shares may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered to persons who are both (i) QIBs and (ii) Qualified Purchasers, in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or another exemption from the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside of the United States to persons who are neither (i) U.S. Persons (as defined in Regulation S including also any person that is not a U.S. person solely by reason of Rule 902(k)(1)(viii)(B) or 902(k)(2)(i) under Regulation S) nor (ii) U.S. residents (as defined for purposes of the U.S. Investment Company Act) in offshore transactions in accordance with Regulation S. Each person acquiring any Offer Shares in making such acquisition will be deemed to have made certain acknowledgments, representations and agreements as set forth in the section headed “Information About this Prospectus and the Global Offering — Restrictions on Offer and Sale of the Offer Shares” of this prospectus. April 25, 2019 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in English in the South China Morning Post and in Chinese in the Hong Kong Economic Times. Latest time to complete electronic applications under HK eIPO White Form service through the designated website www.hkeipo.hk(2) .......................... 11:30 a.m. on Tuesday, April 30, 2019 Application lists of the Hong Kong Public Offering open(3) . 11:45 a.m. on Tuesday, April 30, 2019 Latest time to lodge WHITE and YELLOW Application Forms ........................................... 12:00 noon on Tuesday, April 30, 2019 Latest time to give electronic application instructions to HKSCC(4) ........................................ 12:00 noon on Tuesday, April 30, 2019 Latest time to complete payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) ................................ 12:00 noon on Tuesday, April 30, 2019 Application lists of the Hong Kong Public Offering close .... 12:00 noon on Tuesday, April 30, 2019 Expected Price Determination Date ..................... Tuesday, April 30, 2019 (1) Announcement of: Š the level of applications in the Hong Kong Public Offering; Š the indication of level of interest in the International Offering; and Š the basis of allocation of the Hong Kong Offer Shares expected to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.vivabiotech.com on or before ................. Wednesday, May 8, 2019 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including the website of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.vivabiotech.com (see the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results”) from ...... Wednesday, May 8, 2019 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk(5) and our Company’s website at www.vivabiotech.com(6) from .......................................... Wednesday, May 8, 2019 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers where appropriate) will be available at www.tricor.com.hk/ipo/result (or www.hkeipo.hk/ IPOResult) with a “search by ID” function from ........ Wednesday, May 8, 2019 Dispatch/collection of share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(7) .................. Wednesday, May 8, 2019 i EXPECTED TIMETABLE(1) Dispatch/collection of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly or partially successful applications on or before(8)(9) ......... Wednesday, May 8, 2019 Dealings in Shares on the Stock Exchange expected to commence on ..................................... Thursday, May 9, 2019 Notes: (1) All times and dates refer to Hong Kong local time and date, 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 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 in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, April 30, 2019, the application lists will not open on that day. Please see the section headed “How to Apply for Hong Kong Offer Shares — 10.