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Gaush Meditech Ltd — Capital/Financing Update 2022
Nov 29, 2022
50577_rns_2022-11-29_c605d5b2-22a4-4446-a9db-9cd343bdfecd.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, 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 announcement.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated November 30, 2022 (the “ Prospectus ”) issued by Gaush Meditech Ltd (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an 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.
In connection with the Global Offering, Morgan Stanley Asia Limited, as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocated or effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the absolute discretion of the Stabilizing Manager and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end within the 30th day after the last day for lodging of applications under the Hong Kong Public Offering (i.e. January 4, 2023). Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on the 30th day after the last day for lodging applications under the Hong Kong Public Offering (i.e. January 4, 2023). After this date, no further stabilizing action may be taken, and demand for the Shares and the price of the Shares could fall.
Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on December 12, 2022).
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Gaush Meditech Ltd 高視醫療科技有限公司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under : 13,068,600 Shares (comprising 7,382,000 the Global Offering New Shares being offered by us and 5,686,600 Sale Shares being offered by the Selling Shareholder, subject to the Over-allotment Option)
Number of Hong Kong Offer Shares Number of International Offer Shares
: 1,307,000 Shares (subject to reallocation) : 11,761,600 Shares (comprising 6,075,000 New Shares being offered by us and 5,686,600 Sale Shares being offered by the Selling Shareholder, subject to reallocation and the Over-allotment Option)
Offer Price : HK$51.40 per Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015% (payable in full on application in Hong Kong Dollars and subject to refund) Nominal Value : US$0.0001 per Share Stock Code : 2407
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
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IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus or printed copies of any application forms to the public in relation to the Hong Kong Public Offering.
The Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at www.gaush.com. If you require a printed copy of the Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
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(1) apply online via the HK eIPO White Form service in the IPO App (which can be downloaded by searching “ IPO App ” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp ) or at www.hkeipo.hk ; or
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(2) apply through the CCASS EIPO service to electronically cause HKSCC Nominees to apply on your behalf, including by:
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(i) instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Offer Shares on your behalf; or
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(ii) (if you are an existing CCASS Investor Participant ) giving electronic a p p l i c a t i o n i n s t r u c t i o n s t h r o u g h t h e C C A S S I n t e r n e t S y s t e m ( https://ip.ccass.com ) or through the CCASS Phone System (by calling +852 2979 7888 using the procedures in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC can also input electronic application instructions for CCASS Investor Participants through HKSCC’s Customer Service Centre at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong by completing an input request.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed document as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or principals, as applicable, that the Prospectus is available online at the website addresses above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the Prospectus for further details on the procedures through which you can apply for the Hong Kong Offer Shares electronically.
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Your application through the HK eIPO White Form service or the CCASS EIPO service must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select.
| No. of Hong Kong Offer Shares applied for Amount payable on application |
No. of Hong Kong Offer Shares applied for Amount payable on application |
No. of Hong Kong Offer Shares applied for Amount payable on application |
No. of Hong Kong Offer Shares applied for Amount payable on application |
|
|---|---|---|---|---|
| HK$ 100 5,191.81 200 10,383.61 300 15,575.41 400 20,767.22 500 25,959.02 600 31,150.82 700 36,342.62 800 41,534.43 900 46,726.23 1,000 51,918.04 1,500 77,877.06 2,000 103,836.07 |
HK$ 2,500 129,795.09 3,000 155,754.10 3,500 181,713.13 4,000 207,672.14 4,500 233,631.17 5,000 259,590.18 6,000 311,508.21 7,000 363,426.24 8,000 415,344.28 9,000 467,262.31 10,000 519,180.35 20,000 1,038,360.70 |
HK$ 30,000 1,557,541.04 40,000 2,076,721.39 50,000 2,595,901.75 60,000 3,115,082.10 70,000 3,634,262.45 80,000 4,153,442.79 90,000 4,672,623.14 100,000 5,191,803.49 150,000 7,787,705.24 200,000 10,383,606.98 250,000 12,979,508.73 300,000 15,575,410.47 |
HK$ 350,000 18,171,312.22 400,000 20,767,213.96 450,000 23,363,115.71 500,000 25,959,017.45 550,000 28,554,919.20 600,000 31,150,820.94 653,500(1) 33,928,435.81 |
- (1) Maximum number of Hong Kong Offer Shares you may apply for.
No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
THE LISTING APPLICATION
We have applied to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, (a) the Shares in issue (including the Shares to be converted from the Preferred Shares) and (b) the Shares to be issued pursuant to the Global Offering (including any Shares which may be issued under the exercise of the Over-allotment Option).
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
- the Hong Kong Public Offering of initially 1,307,000 Offer Shares (subject to reallocation) in Hong Kong, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering; and
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- the International Offering of initially 11,761,600 Offer Shares (subject to reallocation and the Over-allotment Option), representing approximately 90% of the total number of Offer Shares initially available under the Global Offering.
The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus.
In particular, subject to the requirements under Practice Note 18 of the Listing Rules and Guidance Letter HKEX-GL91-18, the Overall Coordinators may, at their sole discretion, reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the total number of the Offer Shares available under the Hong Kong Public Offer shall not exceed 2,614,000 Offer Shares, representing approximately 20% of the number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).
In connection with the Global Offering and pursuant to the International Underwriting Agreement, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters) at any time up to 30 days after the last day for lodging applications under the Hong Kong Public Offering (i.e. January 4, 2023), to require the Company to issue and allot up to an aggregate of 1,960,200 additional Shares, representing not more than 15% of the Offer Shares initially available under the Global Offering, at the Offer Price to, among other things, cover over-allocations in the International Offering. In the event the Over-allotment Option is exercised, we will make an announcement which will be posted on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and on our website ( www.gaush.com ), respectively.
PRICING
The Offer Price is HK$51.40 per Offer Share unless otherwise announced as further explained in the section headed “Structure of the Global Offering” in the Prospectus. Applicants under the Hong Kong Public Offering must pay, on application, the Offer Price of HK$51.40 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, the Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015%.
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EXPECTED TIMETABLE
Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, November 30, 2022
- Latest time to complete electronic applications under the HK eIPO White Form service through one of the below ways:
(1) the IPO App , which can be downloaded by searching “ IPO App ” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp (2) the designated website at www.hkeipo.hk . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m., Monday, December 5, 2022 Application lists of the Hong Kong Public Offering open . . . . . . . . . . . . . . . . . . . . 11:45 a.m., Monday, December 5, 2022 Latest time for (a) giving electronic application instructions to HKSCC and (b) completing payment of HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon, Monday, December 5, 2022 Application lists of the Hong Kong Public Offering close . . . . . . . . . . . . . . . . . . . 12:00 noon, Monday, December 5, 2022 Announcement of the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering; and the basis of allocations 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.gaush.com on or before . . . . . . . . . . . . . . Friday, December 9, 2022 Announcement of 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 (as described in the section headed “How to Apply for Hong Kong Offer Shares — 12. Publication of Results” in the Prospectus) from . . . . . . . . . . Friday, December 9, 2022
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Results of allocations in the Hong Kong Public Offering
will be available at the “IPO Results” function
in the IPO App or at www.hkeipo.hk/IPOResult or www.tricor.com.hk/ipo/result with
a “search by ID” function from . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, December 9, 2022
Dispatch of Share certificates or deposit of
Share certificates into CCASS and dispatch of refund cheques/ HK eIPO White Form e-Auto Refund payment instructions (if applicable) on or before . . . . . . . . . . . . Friday, December 9, 2022
Dealings in Shares on the Stock Exchange
expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Monday, December 12, 2022
Note: Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
SETTLEMENT
Subject to the granting of approval for listing of, and permission to deal in, the Shares on the Hong Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Hong Kong Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangements as such arrangements may affect their rights and interests.
ELECTRONIC APPLICATION CHANNELS
HK eIPO White Form service
You may submit your application through the HK eIPO White Form service in the IPO App or at www.hkeipo.hk (24 hours daily, except on the last day for applications) from 9:00 a.m. on Wednesday, November 30, 2022 until 11:30 a.m. on Monday, December 5, 2022 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Monday, December 5, 2022 or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Effect of Bad Weather and/or Extreme Conditions on the Opening and Closing of the Application Lists” in the Prospectus.
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CCASS EIPO service[(1)]
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
– Wednesday, November 30, 2022 9:00 a.m. to 8:30 p.m. – Thursday, December 1, 2022 8:00 a.m. to 8:30 p.m. – Friday, December 2, 2022 8:00 a.m. to 8:30 p.m. Monday, December 5, 2022 – 8:00 a.m. to 12:00 noon
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, November 30, 2022 until 12:00 noon on Monday, December 5, 2022 (24 hours daily, except on Monday, December 5, 2022, the last day for applications).
The latest time for inputting your electronic application instructions will be 12:00 noon on Monday, December 5, 2022, the last day for applications or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Effect of Bad Weather and/or Extreme Conditions on the Opening and Closing of the Application Lists” in the Prospectus.
Note:
- (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.
The application monies (including the brokerage fees, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy) will be held by the receiving bank and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Friday, December 9, 2022.
Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, in the IPO App and on the designated website at www.hkeipo.hk for the HK eIPO White Form service.
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PUBLICATION OF RESULTS
We expect to announce the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Friday, December 9, 2022 on our website at www.gaush.com and the website of the Stock Exchange at www.hkexnews.hk .
The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers/certificate of incorporation numbers of successful applicants under the Hong Kong Public Offering will be available at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares — 12. Publication of Results” in the Prospectus.
If an application is rejected, not accepted or accepted in part only, or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure of the Global Offering — Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy, will be refunded, without interest.
No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Monday, December 12, 2022 (Hong Kong time) provided that the Global Offering has become unconditional in all respects and the right of termination described in the “Underwriting” section in the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming valid do so at their own risk.
Assuming the Global Offering becomes unconditional at or before 8:00 a.m. on Monday, December 12, 2022 (Hong Kong time), dealings in the Shares are expected to commence at 9:00 a.m. on Monday, December 12, 2022 (Hong Kong time). The Shares will be traded in board lots of 100 Shares each. The stock code of the Shares is 2407.
By order of the Board Gaush Meditech Ltd 高視醫療科技有限公司 Gao Tieta Chairman
Hong Kong, November 30, 2022
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Gao Tieta as Chairman and executive Director, Mr. Zhang Jianjun, Mr. Liu Xinwei and Mr. Zhao Xinli as executive Directors, Mr. David Guowei Wang and Mr. Shi Long as non-executive Directors, and Mr. Feng Xin, Mr. Wang Li-Shin and Mr. Chan Fan Shing as independent non-executive Directors.
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