IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. NONGFU SPRING CO., LTD. 農夫山泉股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global : 388,231,800 H Shares (subject to the Offering Over-allotment Option) Number of Hong Kong Offer Shares : 27,176,400 H Shares (subject to reallocation) Number of International Offer Shares : 361,055,400 H Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$21.50 per H 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 and subject to refund) Nominal value : RMB0.1 per H Share Stock Code : 9633 Joint Sponsors, Joint Global Coordinators and Joint Bookrunners (in alphabetical order) Other Joint Global Coordinator and Joint Bookrunner Other Joint Bookrunner 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 VII — Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection”, 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 as to 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 and the Company on the Price Determination Date, which is expected to be on or about Friday, August 28, 2020 and, in any event, not later than Tuesday, September 1, 2020. The Offer Price is expected to be not more than HK$21.50 per Offer Share and is expected to be not less than HK$19.50 per Offer Share, unless otherwise announced. The Joint Sponsors and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners and the Underwriters) may, where considered appropriate and 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 (which is HK$19.50 to HK$21.50) 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 the reduction in the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and on the website of the Company at www.nongfuspring.com as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. See “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” for further details. We are incorporated, and most of our businesses are operated, in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set out in the sections headed “Risk Factors,” “Appendix IV — Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions” and “Appendix V — Summary of the Articles of Association”. Potential investors should consider carefully all the information set out in this prospectus and, in particular, the matters discussed in the abovementioned sections. Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Sponsors and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners and the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” for such grounds. 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, except that Offer Shares may be offered, sold or delivered (a) in the United States solely to QIBs in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (b) outside the United States in offshore transactions in reliance on Regulation S. Prior to making an investment decision, prospective investors should consider carefully all 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 are subject to termination by the Joint Sponsors and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners and the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwriting”. Tuesday, August 25, 2020 EXPECTED TIMETABLE(1) 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 Friday, August 28, 2020 Application lists open(3) ...............................................11:45 a.m. on Friday, August 28, 2020 Latest time to lodge WHITE and YELLOW Application Forms ..................12:00 noon on Friday, August 28, 2020 Latest time to give electronic application instructions to HKSCC(4) ...............12:00 noon on Friday, August 28, 2020 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 Friday, August 28, 2020 Application lists close(3) ..............................................12:00 noon on Friday, August 28, 2020 Expected Price Determination Date(5) ..............................Friday, August 28, 2020 (1) Announcement of: • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allocation of the Hong Kong Offer Shares to be published on our website at www.nongfuspring.com(6) and the website of the Stock Exchange at www.hkexnews.hk(6) on or before .......................Monday, September 7, 2020 (2) 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 as described in “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in this prospectus from ...........Monday, September 7, 2020 –i– EXPECTED TIMETABLE(1) (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 and the Company’s website at www.nongfuspring.com(6) from ......Monday, September 7, 2020 Result of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) 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 ..............................Monday, September 7, 2020 H Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before(7) ...............Monday, September 7, 2020 White Form e-Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering to be dispatched on or before(8) (9) ................................Monday, September 7, 2020 Dealings in H Shares on the Hong Kong Stock Exchange expected to commence at ........................9:00 a.m. on Tuesday, September 8, 2020 Notes: (1) All dates and times refer to Hong Kong local dates and time, except as otherwise stated. For details of the structure of the Global Offering, including conditions of the Hong Kong Public Offering, please refer to “Structure of the Global Offering” in this prospectus. (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 through the designated website at www.eipo.com.hk and obtained an application reference number from the designated website before 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/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m.