China 21St Century Education Group Limited 中國21世紀教育集團有限公司
Total Page:16
File Type:pdf, Size:1020Kb
China 21st century education group LIMITED 中國21世紀教育集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1598 GLOBAL OFFERING Sole Sponsor, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. China 21st Century Education Group Limited 中國21世紀教育集團有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Total Number of Offer Shares under the : 360,000,000 Shares (subject to the Over- Global Offering allotment Option) Number of Hong Kong Offer Shares : 36,000,000 Shares (subject to adjustment) Number of International Placing Shares : 324,000,000 Shares (subject to the Over- allotment Option and adjustment) Maximum Offer Price : Not more than HK$1.13 per Offer Share, plus brokerage of 1.0%, 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 : HK$0.01 per Share Stock code : 1598 Sole Sponsor, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix VI to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between the Sole Global Coordinator, on behalf of the Underwriters, and our Company on or before Friday, May 18, 2018 or such later time as may be agreed between the parties, but in any event, no later than Friday, May 25, 2018. If, for any reason, the Sole Global Coordinator, on behalf of the Underwriters, and our Company are unable to reach an agreement on the Offer Price by Friday, May 25, 2018, the Global Offering will not proceed and will lapse immediately. The Offer Price will be not more than HK$1.13 per Share and is expected to be not less than HK$0.79 per Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum offer price of HK$1.13 for each Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% subject to refund if the Offer Price is lower than HK$1.13. The Sole Global Coordinator, on behalf of the Underwriters, may, with the consent of our Company, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of such reduction will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.21centuryedu.com as soon as practicable but in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, in particular, the risk factors set out in “Risk Factors” in this prospectus. Pursuant to the termination provisions contained in the Hong Kong Underwriting Agreement, the Sole Global Coordinator, on behalf of the Hong Kong Underwriters, has the right in certain circumstances, in their absolute discretion, to terminate the obligations of the Hong Kong Underwriters pursuant to the Hong Kong Underwriting Agreement at any time prior to 8:00 a.m. on the Listing Date. Further details of the terms of the termination provisions are set out in “Underwriting – Underwriting Arrangements and Expenses – Grounds for Termination” in this prospectus. It is important that you refer to that paragraph for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law of the United States and may not be offered, sold, pledged or transferred within the United States, or to, or for the account or benefit of U.S. persons, except that the Offer Shares may be offered, sold or delivered in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. May 15, 2018 EXPECTED TIMETABLE(NOTE 1) Our Company will issue an announcement on the website of the Stock Exchange at www.hkex.com.hk and our website at www.21centuryedu.com if there is any change in the following expected timetable of the Hong Kong Public Offering. Hong Kong Public Offering commences and WHITE and YELLOW Application Forms available from ...........9:00 a.m. on Tuesday, May 15, 2018 Latest time to complete electronic applications under HK eIPO White Form service through the designated website at www.hkeipo.hk (note 4) ......................11:30 a.m. on Friday, May 18, 2018 Application lists for the Hong Kong Public Offering open (note 2) .................11:45 a.m. on Friday, May 18, 2018 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC (note 3) ..............12:00 noon on Friday, May 18, 2018 Latest time to complete payments for HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) ...................12:00 noon on Friday, May 18, 2018 Application lists close (note 2) ..........................12:00 noon on Friday, May 18, 2018 Expected Price Determination Date (note 6) ...........................Friday, May 18, 2018 Announcement of the Offer Price, the indications of the level of interest in the International Placing, the level of applications in the Hong Kong Public Offering, and the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and at the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.21centuryedu.com on or before (note 7) .....................Monday, May 28, 2018 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. (See “How to Apply for the Hong Kong Offer Shares – 11. Publication of Results”) from .................................Monday, May 28, 2018 Results of allocations in the Hong Kong Public Offering will be available at www.tricor.com.hk/ipo/result with a “search by ID function” ..........Monday, May 28, 2018 Despatch of share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before (notes5&8)..............Monday, May 28, 2018 Share certificates in respect of wholly or partially successful applications to be despatched or deposited into CCASS on (note 8) .......................................Monday, May 28, 2018 e-Auto Refund payment instructions/refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications to be despatched on (notes7&11) ...................................Monday, May 28, 2018 Dealings in Shares on the Main Board of the Stock Exchange to commence on ......................9:00 a.m. on Tuesday, May 29, 2018 –i– EXPECTED TIMETABLE(NOTE 1) Notes: (1) All times refer to Hong Kong local time. Details of the structure and conditions of the Global Offering are set out in “Structure and Conditions of the Global Offering” in this prospectus. (2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, May 18, 2018, the application lists will not open and close on that day. Further information is set out in “How to Apply for the Hong Kong Offer Shares – 10. Effect of bad weather on the opening of the application lists” in this prospectus. If the application lists do not open and close on Friday, May 18, 2018, the dates mentioned in this section may be affected. An announcement will be made by us in such event. (3) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should see “How to Apply for the Hong Kong Offer Shares – 6. Applying by giving electronic application instructions to HKSCC via CCASS” in this prospectus for further details. (4) You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.