CHINA EAST EDUCATION HOLDINGS LIMITED 中國東方教育控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock code : 667 GLOBAL OFFERING Sole Sponsor Joint Global Coordinators 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 EAST EDUCATION HOLDINGS LIMITED 中國東方教育控股有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Total Number of Offer Shares under : 435,800,000 Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 43,580,000 Shares (subject to adjustment) Number of International Placing : 392,220,000 Shares (subject to the Shares Over-allotment Option and adjustment) Offer Price : Not more than HK$12.26 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.0001 per Share Stock code : 667 Sole Sponsor Joint Global Coordinators 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 Cap. 32 Companies (WUMP) Ordinance. 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 Joint Global Coordinators, on behalf of the Underwriters, and our Company on or before Tuesday, June 4, 2019 or such later time as may be agreed between the parties, but in any event, no later than Wednesday, June 5, 2019. If, for any reason, the Joint Global Coordinators, on behalf of the Underwriters, and our Company are unable to reach an agreement on the Offer Price by Wednesday, June 5, 2019, the Global Offering will not proceed and will lapse immediately. The Offer Price will be not more than HK$12.26 per Share and is expected to be not less than HK$9.80 per Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum offer price of HK$12.26 for each Offer Share together with brokerage of 1%, 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$9.80. The Joint Global Coordinators, 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.chinaeastedu.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 the section headed “Risk Factors”. Pursuant to the termination provisions contained in the Hong Kong Underwriting Agreement in respect of the Offer Shares, the Joint Global Coordinators, on behalf of the Hong Kong Underwriters, have the right in certain circumstances, in its absolute discretion, to terminate the obligation 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 the section headed “Underwriting — Grounds for Termination”. 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 of 1933, as amended (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, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are offered and sold (i) within the United States to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act or another exemption from registration under the U.S. Securities Act; and (ii) in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. May 30, 2019 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in English in South China Morning Post and in Chinese in Hong Kong Economic Times. Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) ..................................11:30 a.m. on Tuesday, June 4, 2019 Application lists of the Hong Kong Public Offering open(3) ....................................................11:45 a.m. on Tuesday, June 4, 2019 Latest time to lodge WHITE and YELLOW Application Forms ....................................................12:00 noon on Tuesday, June 4, 2019 Latest time to give electronic application instructions to HKSCC(4) ....................................12:00 noon on Tuesday, June 4, 2019 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ...................................12:00 noon on Tuesday, June 4, 2019 Application lists of the Hong Kong Public Offering close ..............................................12:00 noon on Tuesday, June 4, 2019 Expected Price Determination Date(5) .....................Tuesday, June 4, 2019 Announcement of: • the Offer Price; • an indication 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 South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.chinaeastedu.com on or before(6) ................Tuesday, June 11, 2019 –i– EXPECTED TIMETABLE(1) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including the websites of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.chinaeastedu.com (see paragraph entitled “11. Publication of Results” in the section headed “How to Apply for Hong Kong Offer Shares”) from .......................Tuesday, June 11, 2019 A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk(7) and the Company’s website at www.chinaeastedu.com(8) from ......................Tuesday, June 11, 2019 Results of allocations for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from ....................Tuesday, June 11, 2019 Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) ..............Tuesday, June 11, 2019 Dispatch of White Form e-Refund payment instructions/refund cheques on or before(9) ..............Tuesday, June 11, 2019 Dealings in Shares on the Stock Exchange to commence at 9:00 a.m. on ......................Wednesday, June 12, 2019 Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.eipo.com.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. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Tuesday, June 4, 2019, the application lists will not open on that day. See the section headed “How to Apply for the Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists”. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for the Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS”.