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Yunkang Group Limited — Capital/Financing Update 2022
May 5, 2022
50524_rns_2022-05-04_dc5c7a3d-9c1f-4666-8354-b22f1e4cdcec.pdf
Capital/Financing Update
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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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated May 5, 2022 (the “ Prospectus ”) issued by Yunkang Group Limited (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. 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 solely outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
In connection with the Global Offering, CMB International Securities Limited 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 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 Friday, June 10, 2022, being the 30th day after 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 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 the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section 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 Wednesday, May 18, 2022).
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Joint Representatives (on behalf of the International Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable by the Joint Representatives (on behalf of the International Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering (being Friday, June 10, 2022), to require the Company to issue up to an aggregate of 20,728,000 additional Offer Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering at the Offer Price to cover over-allocations in the International Offering, if any.
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Yunkang Group Limited 雲康集團有限公司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the : 138,188,000 Shares (comprising Global Offering 113,188,500 new Shares and 24,999,500 Sale Shares, and subject to the Overallotment Option) Number of Hong Kong Offer Shares : 13,819,000 Shares (subject to adjustment) Number of International Offer Shares : 124,369,000 Shares (comprising 99,369,500 new Shares and 24,999,500 Sale Shares, and subject to adjustment and the Over-allotment Option) Offer Price : HK$7.89 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015% (payable in full on application in Hong Kong dollars subject to refund) Nominal Value : US$0.000002 per Share Stock Code : 2325
Joint Sponsors
Joint Global Coordinators
Exclusive Financial Advisor
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Joint Bookrunners and Joint Lead Managers
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Joint Lead Managers
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The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in (i) Shares in issue; and (ii) the Shares to be issued pursuant to the Global Offering (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option). Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, May 18, 2022, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, May 18, 2022.
Your application through the HK eIPO White Form service or the CCASS EIPO service must be for a minimum of 500 Hong Kong Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select.
| No. of | No. of | No. of | No. of | ||||
|---|---|---|---|---|---|---|---|
| Hong Kong | Amount | Hong Kong | Amount | Hong Kong | Amount | Hong Kong | Amount |
| Offer Shares | payable on | Offer Shares | payable on | Offer Shares | payable on | Offer Shares | payable on |
| applied for | application | applied for | application | applied for | application | applied for | application |
| HK$ | HK$ | HK$ | HK$ | ||||
| 500 | 3,984.77 | 8,000 | 63,756.15 | 70,000 | 557,866.36 | 1,000,000 | 7,969,519.37 |
| 1,000 | 7,969.51 | 9,000 | 71,725.68 | 80,000 | 637,561.55 | 2,000,000 | 15,939,038.73 |
| 1,500 | 11,954.28 | 10,000 | 79,695.20 | 90,000 | 717,256.75 | 3,000,000 | 23,908,558.10 |
| 2,000 | 15,939.04 | 15,000 | 119,542.80 | 100,000 | 796,951.93 | 4,000,000 | 31,878,077.46 |
| 2,500 | 19,923.80 | 20,000 | 159,390.39 | 200,000 | 1,593,903.88 | 5,000,000 | 39,847,596.83 |
| 3,000 | 23,908.56 | 25,000 | 199,237.99 | 300,000 | 2,390,855.81 | 6,000,000 | 47,817,116.19 |
| 3,500 | 27,893.32 | 30,000 | 239,085.59 | 400,000 | 3,187,807.74 | 6,909,500(1) | 55,065,394.05 |
| 4,000 | 31,878.08 | 35,000 | 278,933.18 | 500,000 | 3,984,759.69 | ||
| 4,500 | 35,862.84 | 40,000 | 318,780.77 | 600,000 | 4,781,711.62 | ||
| 5,000 | 39,847.60 | 45,000 | 358,628.37 | 700,000 | 5,578,663.55 | ||
| 6,000 | 47,817.12 | 50,000 | 398,475.97 | 800,000 | 6,375,615.49 | ||
| 7,000 | 55,786.63 | 60,000 | 478,171.16 | 900,000 | 7,172,567.43 |
(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 Stock Exchange for the listing of, and permission to deal in (i) the Shares in issue; and (ii) the Shares to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option).
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STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
-
the Hong Kong Public Offering of initially 13,819,000 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 124,369,000 Shares (comprising 99,369,500 new Shares and 24,999,500 Sale Shares, and 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, the Joint Representatives may 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 the clawback mechanism as described in the section headed “Structure of the Global Offering – The Hong Kong Public Offering – Reallocation” in the Prospectus, the total number of Offer Shares following such reallocation shall not be more than 27,638,000 Offer Shares (representing approximately 20% of the total number of Offer Shares initially available under the Global Offering).
Under the International Underwriting Agreement, we expect to grant to the International Underwriters, exercisable by the Joint Representatives (on behalf of the International Underwriters), the Over-allotment Option, which will be exercisable at any time from the Listing Date until Friday, June 10, 2022, being 30 days after the last day for lodging applications under the Hong Kong Public Offering to require the Company to issue up to an aggregate of 20,728,000 additional Offer Shares, representing approximately 15% of the number of Offer Shares initially available under the Global Offering, at the Offer Price to cover the 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 Stock Exchange ( www.hkexnews.hk ) and on our website ( www.yunkanghealth.com ), respectively.
PRICING
The Offer Price is HK$7.89 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 Offer Price of HK$7.89 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027%, the Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015%.
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EXPECTED TIMETABLE
Hong Kong Public Offering commences ........................................................................9:00 a.m. on Thursday, May 5, 2022
Latest time to complete electronic applications under the HK eIPO White Form service through one of the ways below:
| • | theIPO 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 ........................................................................11:30 a.m. on |
|
| Wednesday, May 11, 2022 | |
| • | the designated website www.hkeipo.hk ..............................................................11:30 a.m. on |
| Wednesday, May 11, 2022 | |
| Application lists of the Hong Kong Public Offering open ............................................11:45 a.m. on | |
| Wednesday, May 11, 2022 | |
| Latest time for (a) completing payment forHK eIPO White Form | |
| applications by effecting Internet banking transfer(s) | |
| or PPS payment transfer(s) and (b) givingelectronic application | |
| instructionsto HKSCC ...........................................................................................12:00 noon on | |
| Wednesday, May 11, 2022 |
If you are 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, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.
| Application lists of the Hong Kong Public Offering close ..........................................12:00 noon on |
|---|
| Wednesday, May 11, 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 allocation of the Hong Kong |
| Offer Shares on the website of the Stock Exchange |
| atwww.hkexnews.hk and the Company |
| atwww.yunkanghealth.com on or before ................................................Tuesday, May 17, 2022 |
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The 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, including:
| • | In the announcement to be published on |
|---|---|
| the website of the Stock Exchange | |
| at www.hkexnews.hk and our Company’s website |
|
| at www.yunkanghealth.com from ...................................................Tuesday, May 17, 2022 |
|
| • | Results of allocations for the Hong Kong |
| Public Offering will be available at | |
| the “IPO Results” function in theIPO Appor | |
| the designated results of allocations website | |
| atwww. tricor.com.hk/ipo/result | |
| orwww.hkeipo.hk/IPOResult | |
| with a “search by ID” function from .................................................Tuesday, May 17, 2022 | |
| Share certificates in respect of wholly or partially | |
| successful applications to be dispatched/collected | |
| or deposited into CCASS on or before ......................................................Tuesday, May 17, 2022 | |
| HK eIPO White Forme-Auto Refund payment | |
| instructions/refund checks in respect of wholly or | |
| partially unsuccessful applications to be | |
| dispatched/collected on or before ..............................................................Tuesday, May 17, 2022 | |
| Dealings in the Shares on the Stock Exchange | |
| expected to commence ...............................................................................................9:00 a.m. on | |
| Wednesday, May 18, 2022 |
Note: All dates and times refer to Hong Kong local times and date.
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SETTLEMENT
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 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 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 at www.hkeipo.hk (24 hours daily, except on the last day for applications) from 9:00 a.m. on Thursday, May 5, 2022 until 11:30 a.m. on Wednesday, May 11, 2022 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Wednesday, May 11, 2022, the last day for applications, or such later date as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in the Prospectus.
CCASS EIPO service
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
– Thursday, May 5, 2022 9:00 a.m. to 8:30 p.m. – Friday, May 6, 2022 8:00 a.m. to 8:30 p.m. – Tuesday, May 10, 2022 8:00 a.m. to 8:30 p.m. Wednesday, May 11, 2022 – 8:00 a.m. to 12:00 noon
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Thursday, May 5, 2022 until 12:00 noon on Wednesday, May 11, 2022 (24 hours daily, except on Wednesday, May 11, 2022, the last day for applications).
The latest time for inputting your electronic application instructions will be 12:00 noon on Wednesday, May 11, 2022, the last day for applications, or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in the Prospectus.
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.
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If you are 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, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.
The application monies (including the brokerage fees, SFC transaction levy, the Stock Exchange trading fee and FRC transaction levy) will be held by the receiving banks 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 Tuesday, May 17, 2022.
Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” of 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 (www.hkeipo.hk) for the HK eIPO White Form service.
PUBLICATION OF RESULTS
We expect to announce 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 Offer Shares on Tuesday, May 17, 2022 on our website at www.yunkanghealth.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/certificate of incorporation 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 Offer Shares – 11. 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 FRC transaction levy, 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 Wednesday, May 18, 2022 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the “Underwriting – Underwriting Arrangements – Hong Kong Public Offering – Grounds for Termination” section in the Prospectus has not been exercised.
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Assuming the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, May 18, 2022 (Hong Kong time), dealings in the Shares are expected to commence at 9:00 a.m. on Wednesday, May 18, 2022 (Hong Kong time). The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 2325.
This announcement is available for viewing on the website of the Company at www.yunkanghealth.com and the website of the Stock Exchange at www.hkexnews.hk .
By order of the Board Yunkang Group Limited Zhang Yong Chairman, executive Director and chief executive officer
Hong Kong, Thursday, May 5, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Zhang Yong as Chairman and executive Director; Mr. Zhou Xinyu, Dr. Guo Yunzhao, and Mr. Zhou Weiqun, as Non-executive Directors; and Mr. Yu Shiyou, Mr. Yang Hongwei, and Mr. Xie Shaohua, as Independent non-executive Directors.
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