THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a Cornerstone
Investment Agreement”, and together the Cornerstone Investment Agreements”) with the
cornerstone investors set out below (each a Cornerstone Investor”, and together the
Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe at the Offer Price for such number of Offer Shares
(rounded down to the nearest whole board lot of 500 H Shares) that may be purchased for an
aggregate amount of US$90 million (or approximately HK$698 million) (the Cornerstone
Placing”).
Assuming an Offer Price of HK$26.36, being the low-end of the indicative Offer Price
range set out in this Prospectus, the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 26,470,500 Offer Shares, representing approximately 39.7% of
the Offer Shares pursuant to the Global Offering, approximately 35.7% of the H Shares in issue
upon completion of the Global Offering and approximately 9.9% of our total issued share
capital immediately upon completion of the Global Offering (assuming the Over-allotment
Option is not exercised).
Assuming an Offer Price of HK$26.86, being the mid-point of the indicative Offer Price
range set out in this Prospectus, the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 25,978,000 Offer Shares, representing approximately 39.0% of
the Offer Shares pursuant to the Global Offering, approximately 35.1% of the H Shares in issue
upon completion of the Global Offering and approximately 9.7% of our total issued share
capital immediately upon completion of the Global Offering (assuming the Over-allotment
Option is not exercised).
Assuming an Offer Price of HK$27.36, being the high-end of the indicative Offer Price
range set out in this Prospectus, the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 25,502,500 Offer Shares, representing approximately 38.3% of
the Offer Shares pursuant to the Global Offering, approximately 34.4% of the H Shares in issue
upon completion of the Global Offering and approximately 9.6% of our total issued share
capital immediately upon completion of the Global Offering (assuming the Over-allotment
Option is not exercised).
OPM, an existing Shareholder and a Pre-IPO Investor, and certain of its close associates,
namely OrbiMed Genesis Master Fund, L.P. (“Genesis”), OrbiMed New Horizons Master
Fund, L.P. (“ONH”) and The Biotech Growth Trust Plc (“ BGT”) (together with OPM, the
“OrbiMed Funds”), have been permitted to participate in the Cornerstone Placing pursuant to
paragraph 5.2 of Stock Exchange Guidance Letter HKEX-GL92-18.
CORNERSTONE INVESTORS
302
Our Company is of the view that, leveraging on the Cornerstone Investors’ investment
experience, in particular in the life sciences and healthcare sectors, the Cornerstone Placing
will help raise the profile of our Company and to signify that such investors have confidence
in our business and prospect. Other than OrbiMed Funds who are Cornerstone Investors as
described above, our Company became acquainted with each of the Cornerstone Investors
through introduction by certain Underwriters in the Global Offering.
The Cornerstone Placing will form part of the International Offering and the Cornerstone
Investors will not subscribe for any Offer Shares under the Global Offering (other than
pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the
Cornerstone Investors will rank pari passu in all respect with the fully paid Shares in issue and
will not count towards the public float of our Company under Rule 18A.07 of the Listing Rules.
Immediately following the completion of the Global Offering, none of the Cornerstone
Investors will become a substantial shareholder of our Company, the Cornerstone Investors or
their close associates will not, by virtue of their cornerstone investments, have any Board
representation in our Company. Other than a guaranteed allocation of the relevant Offer Shares
at the final Offer Price, the Cornerstone Investors do not have any preferential rights in the
Cornerstone Investment Agreements compared with other public Shareholders.
Save as disclosed above, to the best knowledge of our Company, (i) each of the
Cornerstone Investors is an Independent Third Party; (ii) none of the Cornerstone Investors is
accustomed to take instructions from our Company, its subsidiaries, the Directors, chief
executive, Controlling Shareholders, substantial Shareholders, existing Shareholders (other
than the Cornerstone Investors which are existing Shareholders of our Company or their close
associates as described above) or their respective close associates in relation to the acquisition,
disposal, voting or other disposition of H Shares registered in its name or otherwise held by
it; and (iii) none of the subscription of the relevant Offer Shares by any of the Cornerstone
Investors is financed by our Company, the Directors, chief executives, Controlling
Shareholders, substantial Shareholders, existing Shareholders (other than the Cornerstone
Investors which are existing Shareholders of our Company or their close associates as
described above) or any of its subsidiaries or their respective close associates. Each of the
Cornerstone Investors has confirmed that all necessary approvals have been obtained with
respect to the Cornerstone Placing and that no specific approval from any stock exchange (if
relevant) or its shareholders is required for the relevant cornerstone investment as each of them
has general authority to invest.
As confirmed by each of the Cornerstone Investors, their subscription under the
Cornerstone Placing would be financed by their own internal resources. There are no side
arrangements or agreements between our Company and the Cornerstone Investors or any
benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to
the Cornerstone Placing, other than a guaranteed allocation of the relevant Offer Shares at the
final Offer Price.
CORNERSTONE INVESTORS
303
Save for OrbiMed Funds (as defined above), the total number of Offer Shares to be
subscribed by the Cornerstone Investors pursuant to the Cornerstone Placing may be affected
by reallocation of the Offer Shares between the International Offering and the Hong Kong
Public Offering in the event of over-subscription under the Hong Kong Public Offering as
described in the section headed “Structure of the Global Offering—The Hong Kong Public
Offering—Reallocation”.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors
will be disclosed in the allotment results announcement of our Company to be published on or
around February 3, 2021.
Certain Cornerstone Investors, namely OrbiMed Funds, CRF, AHAM, WinTwin,
Foresight Funds and IvyRock Funds, have agreed that the Joint Global Coordinators may defer
the delivery of all or any part of the Offer Shares it has subscribed for to a date later than the
Listing Date. The deferred delivery arrangement was in place to facilitate the over-allocation
in the International Offering. Each Cornerstone Investor has agreed that it shall pay the
relevant Offer Shares on or before the Listing Date. There will be no delayed delivery if there
is no over-allocation in the International Offering. For details of the Over-allotment Option and
the stabilization action by the Stabilizing Manager, please refer to the sections headed
“Structure of the Global Offering—The International Offering—Over-allotment Option” and
“Structure of the Global Offering—Stabilization” in this Prospectus, respectively.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by
our Cornerstone Investors in connection with the Cornerstone Placing.
OrbiMed Funds
OrbiMed Funds have agreed to subscribe for such number of the Offer Shares (rounded
down to the nearest whole board lot) which may be purchased with an aggregate amount of
US$20,000,000 at the Offer Price.
OPM is an exempted company limited by shares incorporated under the laws of Bermuda.
BGT is a publicly listed trust organized under the laws of England. OrbiMed Capital LLC is
the investment advisor for OPM and the portfolio manager of BGT. Genesis and ONH are each
exempted limited partnerships incorporated under the laws of the Cayman Islands with
OrbiMed Advisors LLC acting as the investment manager. OrbiMed Capital LLC and OrbiMed
Advisors LLC exercise voting and investment power through a management committee
comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein.
CORNERSTONE INVESTORS
304
Lake Bleu Prime
Lake Bleu Prime Healthcare Master Fund Limited (“Lake Bleu Prime”) has agreed to
subscribe for such number of the Offer Shares (rounded down to the nearest whole board lot)
which may be purchased with an aggregate amount of US$20 million at the Offer Price.
Lake Bleu Capital (Hong Kong) Limited acts as the investment manager to Lake Bleu
Prime. Lake Bleu Prime, an Exempted Company incorporated in the Cayman Islands, is a
long-bias public equity fund with investments focused on Asia/Greater China healthcare,
including pharmaceuticals, biotech, medical devices, and healthcare services.
CRF
CRF Investment Holdings Company Limited (“CRF”) has agreed to subscribe for such
number of the Offer Shares (rounded down to the nearest whole board lot) which may be
purchased with an aggregate amount of US$20 million at the Offer Price.
CRF is a limited liability company incorporated under the laws of the Cayman Islands.
CRF is wholly-owned by China Reform Conson Soochow Overseas Fund I L.P., which is a
China-related overseas investment firm specializing in industrials, TMT and healthcare sectors.
China Reform Conson Soochow Overseas Fund I L.P. is mainly sponsored by China Reform
Holdings Corporation Ltd (“CRHC”) (through China Reform Investment Fund I L.P.),
Qingdao Conson Development (Group) Co., Ltd. (through its wholly-owned subsidiary) and
Soochow Securities Co., Ltd. (through its wholly-owned subsidiary). CRHC is a wholly
state-owned investment company. Qingdao Conson Development (Group) Co., Ltd. is an
investment company directly under the State-owned Assets Supervision and Administration
Commission of the State Council of Qingdao City. Soochow Securities Co., Ltd. ()is
a full-service brokerage firm listed on the Shanghai Stock Exchange with stock code 601555.
AHAM
Affin Hwang Asset Management Berhad (“AHAM”), has agreed to subscribe for such
number of the Offer Shares (rounded down to the nearest whole board lot) which may be
purchased with an aggregate amount of US$10 million at the Offer Price.
AHAM was incorporated in Malaysia on May 2, 1997 under the Companies Act 2016 and
began its operations in 2001. In early 2014, AHAM was acquired by the Affin Hwang
Investment Bank (“AHIB”) and is now supported by an established Malaysian financial
services conglomerate. AHIB is part of the Affin Banking Group which has over 38 years of
experience in financial industry which focuses on commercial, Islamic and investment banking
services, money broking, fund management and underwriting of life and general insurance
business. Additionally, AHAM is also 27% owned by Nikko Asset Management International
Limited (“Nikko AM”), a leading independent Asian investment management franchise.
AHAM has approximately RM 73 billion assets under management as at December 31, 2020.
CORNERSTONE INVESTORS
305
WinTwin
WinTwin Capital Limited (“WinTwin”) has agreed to subscribe for such number of the
Offer Shares (rounded down to the nearest whole board lot) which may be purchased with an
aggregate amount of US$10 million at the Offer Price.
WinTwin is a mutual fund registered in Cayman Islands. It is a long term investment fund
which primarily focuses on the healthcare, consumption and technology industries, and
capitalized on the fast growth and future potential of China’s economy and market. WinTwin
Capital buy & hold high potential companies and look for long-term returns in the long run.
Foresight Funds
Foresight Orient Global Superior Choice SPC Global Superior Choice Fund 1 SP
(“GSC Fund 1”) and Foresight Orient Global Superior Choice SPC Vision Fund 1 SP
(“Vision Fund 1”, together with GSC Fund 1, the Foresight Funds”) have agreed to
subscribe for such number of the Offer Shares (rounded down to the nearest whole board lot)
which may be purchased with an aggregate amount of US$5 million at the Offer Price.
The Foresight Funds are both sub-funds of Foresight Orient Global Superior Choice SPC,
which was incorporated in the Cayman Islands. The Foresight Funds are managed in full
discretion by Orient Asset Management (Hong Kong) Limited, a subsidiary of Orient Securities
International Financial Group Limited, and a corporation licensed to carry out Type 9 (asset
management) regulated activities under the SFO. Orient Securities International Financial
Group Limited is a subsidiary of Orient Finance Holdings (Hong Kong) Limited. The latter is
a wholly-owned subsidiary of (“DFZQ”), which is listed on the Stock
Exchange (Stock Code: 3958) and Shanghai Stock Exchange (Stock Code: 600958). Foresight
Fund Management Co., Ltd. (“Foresight”) is the investment advisor of the Foresight Funds.
Foresight is a Shanghai-based asset management company and was founded by Mr. Chen
Guangming ().
IvyRock Funds
IvyRock Asset Management (HK) Limited (“IvyRock”), as discretionary investment
manager or discretionary asset manager for and on behalf of IvyRock China Focus Fund,
IvyRock China Equity Fund, and Asia Series 6 (together, the IvyRock Funds”), has agreed
to subscribe for such number of the Offer Shares (rounded down to the nearest whole board lot)
which may be purchased with an aggregate amount of US$5 million at the Offer Price.
CORNERSTONE INVESTORS
306
IvyRock was incorporated in Hong Kong in 2009 and licensed by the SFC to carry out
type 9 (asset management) regulated activity in 2014. The firm is wholly owned by IvyRock
Asset Management (Cayman) Limited, which is ultimately owned by Mr. Yong HUANG.
IvyRock provides discretionary investment management services for IvyRock China
Focus Fund and IvyRock China Equity Fund (each consisting of a master and feeder fund) and
serves as a discretionary asset manager of Asia Series 6. The IvyRock Funds pursue to achieve
long-term capital appreciation by investing primarily in the listed securities of companies
which have great exposure to the Greater China region with a fundamentals-driven approach.
The table below sets forth details of the Cornerstone Placing:
Based on the Offer Price of HK$26.36 (being the low-end of the indicative Offer Price
range)
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone
Investor
Total
investment
Amount
Number of
Offer Shares
to be
acquired
(1)
Approximate
%ofthe
Offer Shares
Approximate
%oftheH
Shares in
issue
Approximate
%of
ownership
Approximate
%ofthe
Offer Shares
Approximate
%oftheH
Shares in
issue
Approximate
%of
ownership
(US$ in
million)
OrbiMed Funds 20 5,882,500 8.8% 7.9% 2.2% 7.7% 7.0% 2.1%
Lake Bleu Prime 20 5,882,500 8.8% 7.9% 2.2% 7.7% 7.0% 2.1%
CRF 20 5,882,500 8.8% 7.9% 2.2% 7.7% 7.0% 2.1%
AHAM 10 2,941,000 4.4% 4.0% 1.1% 3.8% 3.5% 1.1%
WinTwin 10 2,941,000 4.4% 4.0% 1.1% 3.8% 3.5% 1.1%
Foresight Funds 5 1,470,500 2.2% 2.0% 0.6% 1.9% 1.7% 0.5%
IvyRock Funds 5 1,470,500 2.2% 2.0% 0.6% 1.9% 1.7% 0.5%
CORNERSTONE INVESTORS
307
Based on the Offer Price of HK$26.86 (being the mid-point of the indicative Offer Price
range)
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone
Investor
Total
investment
Amount
Number of
Offer Shares
to be
acquired
(1)
Approximate
%ofthe
Offer Shares
Approximate
%oftheH
Shares in
issue
Approximate
%of
ownership
Approximate
%ofthe
Offer Shares
Approximate
%oftheH
Shares in
issue
Approximate
%of
ownership
(US$ in
million)
OrbiMed Funds 20 5,773,000 8.7% 7.8% 2.2% 7.5% 6.9% 2.1%
Lake Bleu Prime 20 5,773,000 8.7% 7.8% 2.2% 7.5% 6.9% 2.1%
CRF 20 5,773,000 8.7% 7.8% 2.2% 7.5% 6.9% 2.1%
AHAM 10 2,886,500 4.3% 3.9% 1.1% 3.8% 3.4% 1.0%
WinTwin 10 2,886,500 4.3% 3.9% 1.1% 3.8% 3.4% 1.0%
Foresight Funds 5 1,443,000 2.2% 1.9% 0.5% 1.9% 1.7% 0.5%
IvyRock Funds 5 1,443,000 2.2% 1.9% 0.5% 1.9% 1.7% 0.5%
Based on the Offer Price of HK$27.36 (being the high-end of the indicative Offer Price
range)
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is fully exercised
Cornerstone
Investor
Total
investment
Amount
Number of
Offer Shares
to be
acquired
(1)
Approximate
%ofthe
Offer Shares
Approximate
%oftheH
Shares in
issue
Approximate
%of
ownership
Approximate
%ofthe
Offer Shares
Approximate
%oftheH
Shares in
issue
Approximate
%of
ownership
(US$ in
million)
OrbiMed Funds 20 5,667,500 8.5% 7.7% 2.1% 7.4% 6.7% 2.0%
Lake Bleu Prime 20 5,667,500 8.5% 7.7% 2.1% 7.4% 6.7% 2.0%
CRF 20 5,667,500 8.5% 7.7% 2.1% 7.4% 6.7% 2.0%
AHAM 10 2,833,500 4.3% 3.8% 1.1% 3.7% 3.4% 1.0%
WinTwin 10 2,833,500 4.3% 3.8% 1.1% 3.7% 3.4% 1.0%
Foresight Funds 5 1,416,500 2.1% 1.9% 0.5% 1.8% 1.7% 0.5%
IvyRock Funds 5 1,416,500 2.1% 1.9% 0.5% 1.8% 1.7% 0.5%
Notes:
(1) Subject to rounding down to the nearest whole board lot of 500 H Shares.
CORNERSTONE INVESTORS
308
CLOSING CONDITIONS
The obligation of each of the Cornerstone Investors to acquire the Offer Shares under the
respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting
Agreement being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied
by agreement of the parties thereto) by no later than the time and date as specified
in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement;
(ii) neither the Hong Kong Underwriting Agreement nor the International Underwriting
Agreement having been terminated;
(iii) the Listing Committee having granted the approval for the listing of, and permission
to deal in, the H Shares (including the H Shares under the Cornerstone Placing) as
well as other applicable waivers and approvals and such approval, permission or
waiver having not been revoked prior to the commencement of dealings in the H
Shares on the Stock Exchange;
(iv) the Offer Price having been agreed according to the Hong Kong Underwriting
Agreement, the International Underwriting Agreement and the Price Determination
Agreement to be signed among the parties to such agreements in connection with the
Global Offering;
(v) no laws shall have been enacted or promulgated which prohibits the consummation
of the transactions contemplated in Hong Kong Public Offering, the International
Offering or the Cornerstone Investment Agreements, and there shall be no orders or
injunctions from a court of competent jurisdiction in effect precluding or prohibiting
consummation of such transactions; and
(vi) the respective representations, warranties, acknowledgements, undertakings and
confirmations of the Cornerstone Investor under the Cornerstone Investment
Agreements are and will be (as of the closing of the Cornerstone Investment
Agreements) accurate and true in all material respects and not misleading and that
there is no material breach of the Cornerstone Investment Agreement on the part of
the Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTOR
Each of the Cornerstone Investors has agreed that it will not, whether directly or
indirectly, at any time during the period of six months from the Listing Date (the Lock-up
Period”), dispose of any of the Offer Shares they have purchased pursuant to the relevant
Cornerstone Investment Agreements, save for certain limited circumstances, such as transfers
to any of its wholly-owned subsidiaries who will be bound by the same obligations of such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
309