PDF《上海昊海生物科技股份有限公司》

If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.

Shanghai Haohai Biological Technology Co., Ltd.* 上海昊海生物科技股份有限公司 (a joint stock company incorporated in the People'

s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares : 40,000,000 H Shares (subject to adjustment and the Over-allotment Option) Number of International Placing Shares : 36,000,000 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 4,000,000 H Shares (subject to adjustment) Maximum Offer Price : HK$59.00 per H Share, plus brokerage fee 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 :

6826 Sole Sponsor and Sole Global Coordinator 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 whatsoever 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 VII ― Documents Delivered to the Registrar of Companies and Available for Inspection 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 and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. We are incorporated, and most of our businesses 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 H Shares. Such differences and risk factors are set forth in the sections entitled Risk Factors , Appendix III ― Taxation and Foreign Exchange , Appendix IV ― Summary of Principal Laws and Regulations and Appendix V ― Summary of the Articles of Association in this prospectus. The Offer Price is expected to be fixed by agreement among the Sole Global Coordinator (for itself and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, April 23,

2015 and, in any event, not later than Tuesday, April 28, 2015. The Offer Price will be not more than HK$59.00 and is currently expected to be not less than HK$48.50, unless otherwise announced. If, for any reason, the Offer Price is not agreed by Tuesday, April 28,

2015 between the Sole Global Coordinator (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$59.00 for each Offer Share, together with a 1% brokerage fee, 0.0027% SFC transaction levy and 0.005% Stock Exchange trading fee, subject to refund if the Offer Price should be lower than HK$59.00 as finally determined. The Sole Global Coordinator may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offer. In such a case, notices of the reduction in the number of Offer Shares and/or the indicative Offer Price range will 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 (www.hkexnews.hk) and the website of the Company (www.3healthcare.com) not later than the morning of the last day for lodging applications under the Hong Kong Public Offer. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe or purchase, and to procure applicants for the subscription or purchase of, the Hong Kong Offer Shares, are subject to termination by the Sole Global Coordinator if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed Underwriting 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 and may not be offered or 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 (1) to QIBs in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. * For identification purposes only April 20,