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 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 securities mentioned herein 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 an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the United States.

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 dated March 11, 2020 (the "Prospectus") issued by InnoCare Pharma Limited (the "Company") for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.

Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.

In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. as stabilisation manager (the " Stabilisation 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 Stabilisation Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilisation 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 stabilisation 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 stabilisation period which begins on the Listing Date and is expected to expire on 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 therefore the price of the Shares, could fall.

Potential investors of the Offer Shares should note that the Joint Global 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 Monday, March 23, 2020).

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InnoCare Pharma Limited

諾誠健華醫藥有限公司

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under the

:

250,324,000 Shares (subject to the

Global Offering

Over-allotment Option)

Number of Hong Kong Offer Shares

:

25,034,000 Shares (subject to adjustment)

Number of International Offering Shares

:

225,290,000 Shares (subject to adjustment

and the Over-allotment Option)

Maximum Offer Price

:

HK$8.95, plus brokerage fee of 1%,

SFC transaction levy of 0.0027% and

Stock Exchange trading fee of 0.005%

(payable in full on application in

Hong Kong dollars and subject to refund)

Nominal value

:

US$0.000002 per Share

Stock code

:

9969

Joint Sponsors, Joint Global Coordinators, Joint Bookrunners

and Joint Lead Managers

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Bookrunners and Joint Lead Managers

The Company has applied to the Listing Committee of the Stock Exchange for the grant of listing of, and permission to deal in, the Shares in issue (including the Shares or conversion of Preferred Shares) and to be issued as described in the Prospectus (including Shares to be issued pursuant to

  1. the Global Offering and (ii) the Over-Allotment Option). Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, March 23, 2020. In the event the Over- allotment Option is exercised, an announcement will be made by the Company which will be posted on the website of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (www.innocarepharma.com).

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The Global Offering comprises the Hong Kong Public Offering of initially 25,034,000 Shares (subject to adjustment) representing approximately 10.0% of the total number of Offer Shares initially available under the Global Offering, and the International Offering of initially 225,290,000 Shares (subject to adjustment and the Over-allotment Option) representing approximately 90.0% 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 Global Coordinators and the Joint Sponsors 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 maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall be not more than double the initial allocation to the Hong Kong Public Offering (i.e. 50,068,000 Offer Shares).

Under the International Underwriting Agreement, the Company is expected to grant to the International Underwriters, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters), the Over-allotment Option, exercisable within 30 days from the last day for lodging applications under the Hong Kong Public Offering (the last day for exercise of the Over-allotment Option being the 30th day after last day for lodging applications under the Hong Kong Public Offering) to require the Company to issue up to 37,548,000 additional Offer 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.

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$8.95 per Offer Share and is currently expected to be not less than HK$8.18 per Offer Share, unless otherwise announced as further explained in the section headed "Structure of the Global Offering" in the Prospectus. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$8.95 per Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$8.95 per Offer Share.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the relevant Application Forms and the designated website (www.eipo.com.hk) for White Form eIPO.

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Applicants who wish to be issued the Hong Kong Offer Shares in their own names should either

  1. complete and sign the WHITE Application Form; or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hkunder the White Form eIPO service. Applicants who wish to have the Hong Kong Offer Shares issued 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 should either (i) complete and sign the YELLOW Application Form; or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, March 11, 2020 until 12:00 noon on Monday, March 16, 2020 (or such later date as may apply as described in the section headed "How to Apply for Hong Kong Offer Shares - Effect of Bad Weather on the Opening of the Application Lists" in the Prospectus) from the addresses of the following Hong Kong Underwriters:

Hong Kong Underwriters

Address

Morgan Stanley Asia Limited

46/F, International Commerce Centre

1 Austin Road West

Kowloon

Hong Kong

Goldman Sachs (Asia) L.L.C.

68/F, Cheung Kong Center

2 Queen's Road Central

Hong Kong

UBS AG Hong Kong Branch

52/F, Two International Finance Centre

8 Finance Street

Central

Hong Kong

China Merchants Securities (HK)

48/F, One Exchange Square

Co., Limited

Central

Hong Kong

CMB International Capital Limited

45/F, Champion Tower

3 Garden Road

Central

Hong Kong

SPDB International Capital Limited

33/F, SPD Bank Tower

One Hennessy

1 Hennessy Road

Hong Kong

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or any of the designated branches of the receiving bank:

Bank of China (Hong Kong) Limited

Branch Name

Address

Hong Kong Island

Quarry Bay Branch

Parkvale, 1060 King's Road

Quarry Bay

Hong Kong

Causeway Bay Branch

505 Hennessy Road

Causeway Bay

Hong Kong

Kowloon

Prince Edward Road West

116-118 Prince Edward Road West

(Mong Kok) Branch

Mong Kok

Kowloon

New Territories

Metro City Branch

Shop 209, Level 2

Metro City Phase 1

Tseung Kwan O

New Territories

Kau Yuk Road Branch

18-24 Kau Yuk Road

Yuen Long

New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, March 11, 2020 until 12:00 noon on Monday, March 16, 2020 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have YELLOW 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 - INNOCARE PHARMA PUBLIC OFFER" attached, should be deposited in the special collection boxes provided at any of the designated branches of the receiving bank referred to above on such dates and during such time as specified in the Application Forms.

Your WHITE or YELLOW Application Forms can be lodged at the following times on the following dates:

Wednesday, March 11, 2020 - 9:00 a.m. to 5:00 p.m.

Thursday, March 12, 2020 - 9:00 a.m. to 5:00 p.m.

Friday, March 13, 2020 - 9:00 a.m. to 5:00 p.m.

Saturday, March 14, 2020 - 9:00 a.m. to 1:00 p.m.

Monday, March 16, 2020 - 9:00 a.m. to 12:00 noon

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Applicants may apply online through the White Form eIPO by submitting an application through the designated website at www.eipo.com.hk(24 hours daily, except on the last day for applications) from 9:00 a.m. on Wednesday, March 11, 2020 until 11:30 a.m. on Monday, March 16, 2020 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Monday, March 16, 2020 or such later date as described in the section headed "How to Apply for Hong Kong Offer Shares - Effect of Bad Weather on the Opening of the Application Lists" in the Prospectus.

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

Wednesday, March 11, 2020 - 9:00 a.m. to 8:30 p.m.

Thursday, March 12, 2020 - 8:00 a.m. to 8:30 p.m.

Friday, March 13, 2020 - 8:00 a.m. to 8:30 p.m.

Saturday, March 14, 2020 - 8:00 a.m. to 1:00 p.m.

Monday, March 16, 2020 - 8:00 a.m. to 12:00 noon

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, March 11, 2020 until 12:00 noon on Monday, March 16, 2020 (24 hours daily, except on Monday, March 16, 2020, the last day for applications).

The latest time for inputting your electronic application instructions will be 12:00 noon on Monday, March 16, 2020 or such later time as described in the section headed "How to Apply for Hong Kong Offer Shares - Effect of Bad Weather on the Opening 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 for the Hong Kong Offer Shares will commence on Wednesday, March 11, 2020 through Monday, March 16, 2020. The application monies (including the brokerage fees, SFC transaction levy and 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 Friday, March 20, 2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Monday, March 23, 2020.

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.

The Company expects 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 Offer Shares on Friday, March 20, 2020 on the Company's website at www.innocarepharma.comand the website of the Stock Exchange at www.hkexnews.hk.

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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 at the times and date and in the manner specified in the section headed "How to Apply for Hong Kong Offer Shares - Publication of Results" in the Prospectus.

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$8.95 per Offer Share (excluding brokerage, SFC transaction levy and the 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 - 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 and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker's cashier order will not be cleared.

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 Monday, March 23, 2020, 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. Dealings in the Shares are expected to commence at 9:00 a.m. on Monday, March 23, 2020. The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 9969.

If the Global Offering does not become unconditional, or if the Hong Kong Underwriting Agreement or the International Underwriting Agreement is terminated in accordance with its terms, the Company will issue an announcement to be published on the Company's website at www.innocarepharma.comand the website of the Stock Exchange at www.hkexnews.hkon the next Business Day following such lapse or termination.

By order of the Board

InnoCare Pharma Limited

Dr. Jisong Cui

Chairperson

Hong Kong, Wednesday, March 11, 2020

As at the date of this announcement, the Board of Directors of the Company comprises Dr. Jisong Cui as Chairperson and executive Director, Dr. Renbin Zhao as executive Director, Dr. Yigong Shi, Mr. Quanhong Yuan, Mr. Shan Fu and Mr. Lijun Lin as non-executive Directors, and Dr. Zemin Zhang, Ms. Lan Hu and Dr. Kaixian Chen as independent non-executive Directors.

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HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 11 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2020 22:09:04 UTC