Prospectus, You Should Obtain Independent Professional Advice
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6169 Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. CHINA YUHUA EDUCATION CORPORATION LIMITED (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global : 750,000,000 Shares (subject to the Over-allotment Offering Option) Number of Hong Kong Public Offer Shares : 75,000,000 Shares (subject to reallocation) Number of International Offering Shares : 675,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$2.54 per Share plus brokerage of 1%, SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005% (payable in full on application, subject to refund) Nominal value : HK$0.00001 per Share Stock code : 6169 Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers 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 the paragraph headed “Documents Delivered to the Registrar of Companies” 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 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 fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company (for itself and on behalf of the Over-allotment Option Grantor) on the Price Determination Date. The Price Determination Date is expected to be on or around Tuesday, 21 February 2017 and, in any event, not later than Monday, 27 February 2017. The Offer Price will be not more than HK$2.54 and is currently expected to be not less than HK$1.98. If, for any reason, the Offer Price is not agreed by Monday, 27 February 2017 between the Joint Global Coordinators (for itself and on behalf of the Underwriters) and our Company (for itself and on behalf of the Over-allotment Option Grantor), the Global Offering will not proceed and will lapse. The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, 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 on or 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 in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. 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 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 the section headed “Risk Factors” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, the Hong Kong Public Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain events shall occur prior to 8:00 a.m. on Tuesday, 28 February 2017. Such grounds are set out in the section headed “Underwriting” 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 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 (i) solely to QIBs as defined in Rule 144A pursuant to an exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore transactions in accordance with Regulation S. 16 February 2017 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 11:30 a.m. on Tuesday, through the designated website www.eipo.com.hk(2) ......................... 21 February 2017 Application lists of the Hong Kong Public Offering open(3) .................... 11:45 a.m. on Tuesday, 21 February 2017 Latest time to lodge White and Yellow Application Forms .................... 12:00 noon on Tuesday, 21 February 2017 Latest time to give electronic application instructions to HKSCC(4) ........... 12:00 noon on Tuesday, 21 February 2017 Latest time to complete payment of White Form eIPO applications by effecting 12:00 noon on Tuesday, Internet banking transfer(s) or PPS payment transfer(s) ....................... 21 February 2017 Application lists of the Hong Kong Public Offering close ..................... 12:00 noon on Tuesday, 21 February 2017 Expected Price Determination Date(5) ..................................... Tuesday, 21 February 2017 (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.yuhuachina.com on or before(6) . Monday, 27 February 2017 (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.yuhuachina.com (see the section headed “How to Apply for Hong Kong Public Offer Shares — 11. Publication of Results” in this prospectus) from ....... Monday, 27 February 2017 (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.yuhuachina.com(8) from ............................................................... Monday, 27 February 2017 Results of allocations for the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function ...................... Monday, 27 February 2017 Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) .......... Monday, 27 February 2017 Dispatch of White Form e-Refund payment instructions/refund cheques on or before(9) ............................................................ Monday, 27 February 2017 Dealings in Shares on the Stock Exchange to commence on ................... Tuesday, 28 February 2017 Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. i EXPECTED TIMETABLE(1) (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, 21 February 2017, 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 Tuesday, 21 February 2017, and, in any event, not later than Monday, 27 February 2017, 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 (for itself and on behalf of the Over- allotment Option Grantor) by Monday, 27 February 2017, or such other date as agreed between parties, the Global Offering will not proceed and will lapse.