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Medlive Technology Co., Ltd. Capital/Financing Update 2021

Jun 30, 2021

50436_rns_2021-06-29_7cd50a18-bc6a-4b1c-a957-be15ad362523.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 Wednesday, June 30, 2021 (the “ Prospectus ”) issued by Medlive Technology Co., 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, Goldman Sachs (Asia) L.L.C., as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may 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 of the last day for lodging of applications under the Hong Kong Public Offering. 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 Friday, August 6, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. 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 Joint Representatives (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 — 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 Thursday, July 15, 2021).

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Medlive Technology Co., Ltd. 醫脈通科技有限公司

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under : 155,096,000 Shares (subject to the Overthe Global Offering allotment Option) Number of Hong Kong Public : 15,510,000 Shares (subject to Offer Shares adjustment) Number of International Offer Shares : 139,586,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$27.20 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 and subject to refund) Nominal value : US$0.00001 per Share Stock code : 2192

Joint Sponsors

Joint Global Coordinators, 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 this prospectus or printed copies of any application forms to the public in relation to the Hong Kong Public Offering.

This 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 http://ir.medlive.cn . If you require a printed copy of this prospectus, you may download and print from the website addresses above.

To apply for the Hong Kong Public Offer Shares, you may:

  • (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

  • (2) apply through the CCASS EIPO service to electronically cause HKSCC Nominees to apply on your behalf, including by:

  • (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 Public Offer Shares on your behalf; or

  • (ii) (if you are an existing CCASS Investor Participant ) giving electronic application instructions through the CCASS Internet System ( 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.

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If you have any question about the application for the Hong Kong Public Offer Shares, you may call the enquiry hotline of our Hong Kong Share Registrar, Tricor Investor Services Limited, at +852 3907 7333 on the following dates:

Wednesday, June 30, 2021 — 9:00 a.m. to 9:00 p.m. Friday, July 2, 2021 — 9:00 a.m. to 9:00 p.m. Monday, July 5, 2021 — 9:00 a.m. to 9:00 p.m. Tuesday, July 6, 2021 — 9:00 a.m. to 9:00 p.m. Wednesday, July 7, 2021 — 9:00 a.m. to 12:00 noon

We will not provide any physical channels to accept any application for the Hong Kong Public Offer Shares by the public. The contents of the electronic version of this prospectus are identical to the printed prospectus 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 this prospectus is available online at the website addresses above.

Please refer to the section headed “How to Apply for Hong Kong Public Offer Shares” in this prospectus for further details of the procedures through which you can apply for the Hong Kong Public 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 500 Hong Kong Public 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
Public Offer
Shares
applied for
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
6,000
7,000
Amount
payable on
application
HK$
13,737.05
27,474.09
41,211.14
54,948.19
68,685.24
82,422.28
96,159.33
109,896.38
123,633.42
137,370.47
164,844.57
192,318.66
No. of
Hong Kong
Public Offer
Shares
applied for
8,000
9,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
60,000
Amount
payable on
application
HK$
219,792.76
247,266.85
274,740.94
412,111.42
549,481.89
686,852.36
824,222.83
961,593.30
1,098,963.78
1,236,334.25
1,373,704.72
1,648,445.66
No. of
Hong Kong
Public Offer
Shares
applied for
70,000
80,000
90,000
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
Amount
payable on
application
HK$
1,923,186.61
2,197,927.55
2,472,668.50
2,747,409.44
5,494,818.88
8,242,228.32
10,989,637.76
13,737,047.20
16,484,456.64
19,231,866.08
21,979,275.52
24,726,684.96
No. of
Hong Kong
Public Offer
Shares
applied for
1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
7,755,000(1)
Amount
payable on
application
HK$
27,474,094.40
54,948,188.80
82,422,283.20
109,896,377.60
137,370,472.00
164,844,566.40
192,318,660.80
213,061,602.07

(1) Maximum number of Hong Kong Public Offer Shares you may apply for.

No application for any other number of the Hong Kong Public 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, the Shares in issue and to be issued pursuant to the Global Offering (including any Shares that may be issued under the Over-allotment Option and any Shares which may be issued upon the exercise of options granted or to be granted under the Share Option Schemes).

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STRUCTURE OF THE GLOBAL OFFERING

The Global Offering comprises:

  • the Hong Kong Public Offering of initially 15,510,000 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

  • the International Offering of initially 139,586,000 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 Joint Representatives 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 Hong Kong Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be reallocated to the Hong Kong Public Offering following such reallocation shall not exceed 15,510,000 Shares, representing approximately 10% of the Offer Shares initially available under the Global Offering, increasing the total number of Offer Shares available under the Hong Kong Public Offering to 31,020,000 Shares, representing approximately 20% of the Offer Shares and the final Offer Price shall be fixed at the bottom end of the indicative Offer Price range (i.e. HK$24.10 per Offer Share) stated in the Prospectus.

In connection with the Global Offering and pursuant to the International Underwriting Agreement, the Company is expected to grant to the International Underwriters, exercisable by the Joint Representatives (on behalf of the International Underwriters), the Overallotment Option, at any time from the effective date of the International Underwriting Agreement to Friday, August 6, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to issue and allot up to 23,264,000 additional Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. 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 ( http://ir.medlive.cn ), respectively.

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PRICING

The Offer Price will not be more than HK$27.20 per Offer Share and is expected to be not less than HK$24.10 per Offer Share, unless otherwise announced as further explained in the section headed “Structure of the Global Offering” in the Prospectus. Applicants for the Offer Shares are required to pay, on application, the maximum Offer Price of HK$27.20 per Offer Share together with brokerage fee of 1.0%, SFC transaction levy of 0.0027% and the Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$27.20 per Offer Share.

Prospective investors should be aware that the Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower than the indicative Offer Price range stated in the Prospectus.

EXPECTED TIMETABLE

Hong Kong Public Offering commences. . . . . . . . . .9:00 a.m. on Wednesday, June 30, 2021

Latest time for completing 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. on Wednesday, July 7, 2021

Application lists open . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Wednesday, July 7, 2021

Latest time for (a) completing payment for the HK eIPO White Form applications by effecting Internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC. . . . . . . . . . . . . . . . . . . . 12:00 noon on Wednesday, July 7, 2021

Application lists close . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Wednesday, July 7, 2021

Expected Price Determination Date. . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 7, 2021

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  • 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 the basis of allocation of the Hong Kong Public Offer Shares to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and on the website of our Company at http://ir.medlive.cn on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 14, 2021

  • 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 Public Offer Shares — D. Publication of Results” in this

  • prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 14, 2021

  • 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 . . . . . . . . . . . . . . . . . . . . . Wednesday, July 14, 2021

  • Dispatch/collection of Share certificates or deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public

  • Offering on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 14, 2021

  • Dispatch/collection of refund cheques and HK eIPO White Form

  • e-Auto 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 14, 2021

  • Dealings in the Shares on the Hong Kong Stock Exchange expected to commence. . . . . . . . . . . . . . . . . . . . . . at 9:00 a.m. on Thursday, July 15, 2021

Note: Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.

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SETTLEMENT

Subject to the granting of the 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 participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second business 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 to enable the Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement 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 on the designated website at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Wednesday, June 30, 2021 until 11:30 a.m. on Wednesday, July 7, 2021 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Wednesday, July 7, 2021 or such later time as described in the section headed “How to Apply for Hong Kong Public Offer Shares — C. Effect of Bad Weather and/or Extreme Conditions on the Opening and Closing of the Applications Lists” in the Prospectus.

CCASS EIPO service

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:[(1)]

Wednesday, June 30, 2021 — 9:00 a.m. to 8:30 p.m. Friday, July 2, 2021 — 8:00 a.m. to 8:30 p.m. Saturday, July 3, 2021 — 8:00 a.m. to 1:00 p.m. Monday, July 5, 2021 — 8:00 a.m. to 8:30 p.m. Tuesday, July 6, 2021 — 8:00 a.m. to 8:30 p.m. Wednesday, July 7, 2021 — 8:00 a.m. to 12:00 noon

Note:

  • (1) The times in this sub-section 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.

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CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, June 30, 2021 until 12:00 noon on Wednesday, July 7, 2021 (24 hours daily, except on Wednesday, July 7, 2021, the last application day).

The latest time for inputting your electronic application instructions will be 12:00 noon on Wednesday, July 7, 2021, the last application day or such later time as described in the section headed “How to Apply for Hong Kong Public Offer Shares — C. Effect of Bad Weather and/or Extreme Conditions on the Opening and Closing of the Application Lists” in the Prospectus.

The application monies (including the brokerage fees, SFC transaction levy and the Hong Kong Stock Exchange trading fee) 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 Wednesday, July 14, 2021.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares” of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

Application for the Hong Kong Public 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 ( www.hkeipo.hk ) for the HK eIPO White Form service.

PUBLICATION OF RESULTS

We expect to announce the final Offer Price, the level of indications 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 Public Offer Shares on Wednesday, July 14, 2021 on our website at http://ir.medlive.cn and the website of the Hong Kong Stock Exchange at www.hkexnews.hk .

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Public Offer Shares — D. Publication of Results” in the Prospectus.

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If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$27.20 per Offer Share (excluding brokerage, SFC transaction levy and the Hong Kong Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure 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 and the Hong Kong Stock Exchange trading fee, will be refunded, without interest.

No temporary documents of title will be issued in respect of the Shares and no receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Thursday, July 15, 2021 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the “Underwriting” section in the Prospectus has not been exercised.

Assuming the Global Offering becomes unconditional at or before 8:00 a.m. on Thursday, July 15, 2021 (Hong Kong time), dealings in the Shares are expected to commence at 9:00 a.m. on Thursday, July 15, 2021 (Hong Kong time). The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 2192.

By order of the Board Medlive Technology Co., Ltd. Tian Liping Chairwoman

Hong Kong, June 30, 2021

As at the date of this announcement, the board of directors of the Company comprises Ms. Tian Liping, Mr. Tian Lixin, Mr. Tian Lijun and Ms. Zhou Xin as executive Directors; and Mr. Eiji Tsuchiya and Dr. Li Zhuolin as non-executive Directors; and Mr. Richard Yeh, Dr. Ma Jun and Ms. Wang Shan are appointed as independent non-executive Directors.

This announcement is also available on the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese).

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