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Global Offering 886123 Project KK Eng Cover_02 spine 19.5mm_Version B.ai 1 2/26/2020 05:19:01 * CHINA BRIGHT CULTURE GROUP (Incorporated in the Cayman Islands with limited liability) Stock Code: 1859 GLOBAL OFFERING Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Joint Lead Managers Securities Ltd. * For identification purposes only IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice. China Bright Culture Group 煜盛文化集團* (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 400,000,000 Shares (subject to the Over-allotment the Global Offering Option) Number of Hong Kong 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) Maximum Offer Price : HK$3.37 per 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 : US$0.00001 per Share Stock Code : 1859 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Joint Lead Managers Securities Ltd. 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 “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection” 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 and the Registrar of Companies in Hong Kong take no responsibility for the contents of this Prospectus or any other document referred to above. The Offer Price is expected to be determined by agreement between the Joint Representatives (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or about Thursday, March 5, 2020 but, in any event, not later than Monday, March 9, 2020. The Offer Price will be not more than HK$3.37 and is currently expected to be not less than HK$2.25. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$3.37 for each Hong Kong 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 should be lower than HK$3.37. If, for any reason, the Joint Representatives (on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price by Monday, March 9, 2020, the Global Offering will not proceed and will lapse. The Joint Representatives (on behalf of the Underwriters, and with our consent) may reduce the number of Offer Shares and/or the indicative Offer Price range 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, an announcement will be published on the website of the Stock Exchange website at www.hkexnews.hk and on the Company’s website at www.sinozswh.com not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections entitled “Structure of the Global Offering — Determining the Offer Price” and “How to Apply for Hong Kong Offer Shares” in this Prospectus. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, including the risk factors set out in “Risk Factors.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Representatives (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that dealing in the Shares commences on the Stock Exchange. Such grounds are set out in the section headed “Underwriting — Underwriting Arrangements and Expenses — Grounds for termination” in this Prospectus. It is important that you refer to that section 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 in the United States and may not be offered, sold, pledged or transferred within the United States (as defined in Regulation S), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S. February 28, 2020 * For identification purpose only EXPECTED TIMETABLE(note 1) Our Company will issue an announcement on the website of the Stock Exchange at www.hkexnews.hk and our website at www.sinozswh.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 9:00 a.m. on Friday, Application Forms available from ............................. February 28, 2020 Latest time for completing electronic applications under HK eIPO White Form service through one of the below ways (note 2): (1) the IPO 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 Thursday, (2) the designated website www.hkeipo.hk ................. March 5, 2020 Application lists for the Hong Kong Public Offering open (note 3) ..... 11:45 a.m. on Thursday, March 5, 2020 Latest time for lodging WHITE and YELLOW Application Forms and 12:00 noon on Thursday, giving electronic application instructions to HKSCC (note 4) ..... March 5, 2020 Latest time to complete payments for HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment 12:00 noon on Thursday, transfer(s) ................................................ March 5, 2020 Application lists close (note 3) ................................. 12:00 noon on Thursday, March 5, 2020 Expected Price Determination Date (note 5) ....................... Thursday, March 5, 2020 Announcement of the Offer Price, the indications of the level 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 to be published at the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.sinozswh.com on or Thursday, before (note 7) ............................................ March 12, 2020 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 Hong Kong Offer Shares — 11. Publication of Results”) Thursday, from .................................................... March 12, 2020 Results of allocations in the Hong Kong Public Offering will be available at “Allotment Result” function in the IPO App or at www.tricor.com.hk/ipo/result (or www.hkeipo.hk/IPOResult) with Thursday, a “search by ID” function ................................... March 12, 2020 Despatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before Thursday, (notes 6 & 8) ............................................. March 12, 2020 Share certificates in respect of wholly or partially successful applications Thursday, to be despatched or deposited into CCASS on or before (note 9) ..... March 12, 2020 e-Auto Refund payment instructions/refund checks in respect of wholly successful (if applicable) or wholly or partially unsuccessful Thursday, applications to be despatched on or before (notes 7, 9, 10 & 11) ..... March 12, 2020 –i– EXPECTED TIMETABLE Dealings in Shares on the Main Board of the Stock Exchange to 9:00 a.m. on Friday, commence at ............................................. March 13, 2020 The application for the Hong Kong Public Offer Shares will commence on Friday, February 28, 2020 through Thursday, March 5, 2020, being slightly longer than normal market practice of four days. The application monies (including the brokerages, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank on behalf of the Company and the refund monies, if any, will be returned to the applicants without interest on Thursday, March 12, 2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Friday, March 13, 2020. (1) All times refer to Hong Kong local time. Details of the structure and conditions of the Global Offering are set out in “Structure of the Global Offering” in this Prospectus. (2) You will not be permitted to submit your application through the IPO App or 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 IPO App or the designated website prior to 11:30 a.m. on the last day for submitting applications, 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.
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