Global Offering
Total Page:16
File Type:pdf, Size:1020Kb
CHINA CHUNLAI EDUCATION GROUP CO., LTD. 中國春來教育集團有限公司 (incorporated in the Cayman Islands with limited liability) Stock Code: 1969 GLOBAL OFFERING Sole Sponsor Joint Global Coordinators Joint Bookrunners and Joint Lead Managers IMPORTANT IMPORTANT: If you are in doubt about any of the contents of this document, you should obtain independent professional advice. CHINA CHUNLAI EDUCATION GROUP CO., LTD. 中國春來教育集團有限公司 (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 300,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Public Offer Shares : 30,000,000 Shares (subject to reallocation) Number of International Offering Shares : 270,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$2.98 per Offer Share plus brokerage 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, subject to refund) Nominal Value : HK$0.00001 per Share Stock Code : 1969 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 document, 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 document. A copy of this document, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies” in Appendix VI to this document, 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 document or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, 6 September 2018 and, in any event, not later than Wednesday, 12 September 2018. The Offer Price will be not more than HK$2.98 and is currently expected to be not less than HK$2.08. If, for any reason, the Offer Price is not agreed by Wednesday, 12 September 2018 between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for termination” in this document. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this document, including the risk factors set out in the section headed “Risk Factors” in this document. 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 or to, or for the account or benefit of U.S. persons (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 accordance with Regulation S. 31 August 2018 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 the 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) ьььььььььььь 11:30 a.m. on Wednesday, 5 September 2018 Application lists of the Hong Kong Public Offering open(3) ьььььььььььь 11:45 a.m. on Wednesday, 5 September 2018 Latest time to lodge White and Yellow Application Forms ььььььььььььь 12:00 noon on Wednesday, 5 September 2018 Latest time to give electronic application instructions to HKSCC(4) ьььь 12:00 noon on Wednesday, 5 September 2018 Latest time to complete payment of White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment transfer(s)ьььььь 12:00 noon on Wednesday, 5 September 2018 Application lists of the Hong Kong Public Offering close ььььььььььььь 12:00 noon on Wednesday, 5 September 2018 Expected Price Determination Date(5) ььььььььььььььььььььььььььььььь Thursday, 6 September 2018 (1) Announcement of: • the Offer Price; • an indication 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 Public Offer Shares to be published in the 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.chunlaiedu.com on or before(6) ььььььььььььььььььььььььььььььь Wednesday, 12 September 2018 (2) 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.chunlaiedu.com (see the section headed “How to Apply for Hong Kong Public Offer Shares — 11. Publication of Results” in this prospectus) from ьььььььььь Wednesday, 12 September 2018 (3) 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 our Company’s website at www.chunlaiedu.com(8) from ььььььььььььььььььььььььььььььььььььь Wednesday, 12 September 2018 i EXPECTED TIMETABLE(1) 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 on ььььььььььььььььььььььььььььььььььььььь Wednesday, 12 September 2018 Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)ььь Wednesday, 12 September 2018 Dispatch of White Form e-Refund payment instructions/refund cheques on or before(9) ьььььььььььььььььььььььььььььььььььььььььььььььььььь Wednesday, 12 September 2018 Dealings in Shares on the Stock Exchange to commence at 9:00 a.m. onьь Thursday, 13 September 2018 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 Wednesday, 5 September 2018, the application lists will not open on that day. See the section headed “How to Apply for Hong Kong Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (4) Applicants who apply for Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for Hong Kong Public Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus. (5) The Price Determination Date is expected to be on or around Thursday, 6 September 2018, and, in any event, not later than Wednesday, 12 September 2018, or such other date as agreed between parties. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company by Wednesday, 12 September 2018, or such other date as agreed between parties, the Global Offering will not proceed and will lapse. (6) Share certificates are expected to be issued on Wednesday, 12 September 2018 but will only become valid provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m. on Thursday, 13 September 2018. Investors who trade Shares on the basis of publicly available allocation details before the receipt of share certificates and before they become valid do so entirely of their own risk. (7) The announcement will be available for viewing on the “Main Board — Allotment of Results” page on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.chunlaiedu.com. (8) None of the websites or any of the information contained on the website forms part of this prospectus.