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PW Medtech Group Limited Capital/Financing Update 2013

Oct 28, 2013

49875_rns_2013-10-27_44cf0f0b-9875-462e-8160-03b0a1e025b8.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated 28 October 2013 (the ‘‘Prospectus’’) issued by PW Medtech Group Limited (the ‘‘Company’’).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘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.

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Hong Kong Public Offering and the International Offering described below before deciding whether or not to invest in the Shares thereby offered.

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. The 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’’). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

In connection with the Global Offering, Morgan Stanley Asia Limited (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 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 sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if commenced, 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, as amended, made under the Securities and Futures Ordinance (Cap. 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 30 November 2013, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Total number of Offer Shares under : 400,000,000 Shares (subject to the Over-allotment the Global Offering Option) Number of Hong Kong Public Offer Shares : 40,000,000 Shares (subject to adjustment) Number of International Offer Shares : 360,000,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$3.38 per Share and expected to be not less than HK$2.60 per Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund on final pricing) Nominal value : US$0.0001 per Share Stock code : 01358

Sole Global Coordinator, Sole Bookrunner, Sole Lead Manager and Sole Sponsor

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Application has been made by the Company to the Listing Committee for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus (including the Shares to be issued pursuant to (i) the Capitalization Issue, (ii) the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option); and (iii) the exercise of any options which have been granted under the Pre-IPO Share Option Scheme or may be granted under the Share Option Scheme). Dealings in the Shares on the Main Board are expected to commence at 9:00 a.m. on Friday, 8 November 2013. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.pwmedtech.com, and the website of the Stock Exchange at www.hkexnews.hk.

The Global Offering comprises the Hong Kong Public Offering of 40,000,000 Shares (subject to adjustment), and the International Offering of an aggregate of 360,000,000 Shares (subject to adjustment and the Over-allotment Option). The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to adjustment as described in the section ‘‘Structure and Conditions of the Global Offering’’ in the Prospectus.

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the 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 Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the 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.

The Offer Price will not be more than HK$3.38 per Offer Share and is currently expected to be not less than HK$2.60 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$3.38 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$3.38 per Offer Share.

Applications for the Hong Kong Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms. Applicants who would like to have the allotted Hong Kong Public Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms, or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like to have the allotted Hong Kong Public Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.

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Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Monday, 28 October 2013, until 12:00 noon on Thursday, 31 October 2013 from:

  1. the following address of the Hong Kong Underwriter:

Morgan Stanley Asia Limited

Level 46, International Commerce Centre, 1 Austin Road West, Kowloon,

Hong Kong

  1. any of the following branches of Bank of China (Hong Kong) Limited:
District Branch Name Branch Address
Hong Kong Island Bank of China Tower Branch 3/F, 1 Garden Road
Central District (Wing On House) 71 Des Voeux Road Central
Branch
North Point (Kiu Fai Mansion) Branch 413–415 King’s Road, North Point
Taikoo Shing Branch Shop G1006, Hoi Sing Mansion,
Taikoo Shing
Kowloon Prince Edward Branch 774 Nathan Road, Kowloon
Kwun Tong Branch 20–24 Yue Man Square, Kwun Tong
To Kwa Wan Branch 80N To Kwa Wan Road,
To Kwa Wan
Mei Foo Mount Sterling Mall Branch Shop N47–49 Mount Sterling Mall,
Mei Foo Sun Chuen
New Territories Tuen Mun Town Plaza Branch Shop 2, Tuen Mun Town Plaza
Phase II
Fo Tan Branch No 2, 1/F Shatin Galleria,
18–24 Shan Mei Street, Fo Tan

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Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Monday, 28 October 2013 until 12:00 noon on Thursday, 31 October 2013 from the Depository Counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong or your stockbroker, who may have such Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to ‘‘Bank of China (Hong Kong) Nominees Limited — PW Medtech Public Offer’’ attached should be deposited in the special collection boxes provided at any of the branches of Bank of China (Hong Kong) Limited referred to above on such dates and during such time as specified in the Application Forms.

Applicants applying by HK eIPO White Form service may submit applications through the HK eIPO White Form Service Providers at www.hkeipo.hk from 9:00 a.m. on Monday, 28 October 2013 until 11:30 a.m. on Thursday, 31 October 2013 or such later time as described in the section ‘‘How to Apply for the Hong Kong Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus (24 hours daily, except on the last application day).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Monday, 28 October 2013 until 12:00 noon on Thursday, 31 October 2013.

Please refer to the sections ‘‘Structure and Conditions of the Global Offering’’ and ‘‘How to Apply for the Hong Kong Public Offer Shares’’ in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to publish the announcement on 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 under the Hong Kong Public Offering (i) in the South China Morning Post (in English); (ii) in the Hong Kong Economic Times (in Chinese); (iii) on the website of the Stock Exchange (www.hkexnews.hk) and (iv) on our website (www.pwmedtech.com) on or before Thursday, 7 November 2013. The results of allocations and the Hong Kong Identity Card/passport/Hong Kong Business Registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels from Thursday, 7 November 2013 as described in the section ‘‘How to Apply for the Hong Kong Public Offer Shares — 11. Publication of Results’’ in the Prospectus.

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The Company will not issue temporary documents of title. Share certificates will only become valid at 8:00 a.m. on 8 November 2013 provided that the Global Offering has become unconditional and the right of termination described in the section ‘‘Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination’’ in the prospectus has not been exercised. No receipt will be issued for application monies received. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on 8 November 2013. The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 01358.

By order of the Board of Directors PW Medtech Group Limited Lin Junshan Chairman

Hong Kong, 28 October 2013

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Jiang Liwei as executive Director; Mr. Lin Junshan, Ms. Yue’e Zhang and Mr. Feng Dai as non-executive Directors; Mr. Zhang Xingdong, Mr. Wang Xiaogang and Mr. Chen Geng as independent non-executive Directors.

Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese).

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