(Incorporated in Hong Kong with limited liability) Stock Code: 01475 Sole Sponsor and Sole Global Coordinator 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. Nissin Foods Company Limited 日清食品有限公司 (Incorporated in Hong Kong with limited liability) GLOBAL OFFERING Number of Offer Shares under : 268,580,000 Shares (subject to the Over- the Global Offering allotment Option) Number of Hong Kong Offer Shares : 26,858,000 Shares (subject to adjustment) Number of International Offer Shares : 241,722,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$4.21 per Offer Share, plus brokerage fee 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) Stock code : 1475 Sole Sponsor and Sole Global Coordinator 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 “i. Documents delivered to the Registrar of Companies” in Appendix V to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 38D 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 Sole Global Coordinator (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, 4 December 2017 and, in any event, not later than Friday, 8 December 2017. The Offer Price will not be more than HK$4.21 and is currently expected to be not less than HK$3.45. Investors applying for Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$4.21 for each Offer Share together with a brokerage of 1.0%, a SFC transaction levy of 0.0027% and a Stock Exchange trading fee of 0.005%. The Sole Global Coordinator, on behalf of the Underwriters, may, with our consent, reduce the number of Offer Shares and/or the indicative Offer Price range stated in this prospectus (which is HK$3.45 to HK$4.21 per Offer Share) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notice of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Such notice will also be available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.nissingroup.com.hk. Further details are set out in the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. If, for any reason, the Sole Global Coordinator (on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price by Friday, 8 December 2017, the Global Offering will not become unconditional and will lapse immediately. Prospective investors 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 Sole Global Coordinator (on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00 a.m. on the day on which trading in our Shares commences on the Stock Exchange. 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, except pursuant to an exemption from, or in a transaction not subject to, the registration requirement under the U.S. Securities Act. 29 November 2017 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) ....................................11:30 a.m. on Monday, 4 December 2017 Application lists of the Hong Kong Public Offering open(3) ...........11:45 a.m. on Monday, 4 December 2017 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 Monday, 4 December 2017 Latest time to lodge WHITE and YELLOW Application Forms .......12:00 noon on Monday, 4 December 2017 Latest time to give electronic application instructions to HKSCC(4) ............................................12:00 noon on Monday, 4 December 2017 Application lists of the Hong Kong Public Offering close............12:00 noon on Monday, 4 December 2017 Expected Price Determination Date(5)......................................Monday, 4 December 2017 Announcement of: • the Offer Price; • the level of indications of interest in the International Offering; • the level of applications under the Hong Kong Public Offering; and • the basis of allotment of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), on the website of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.nissingroup.com.hk on or before .......................................................Friday, 8 December 2017 Announcement of results of allotment in the Hong Kong Public Offering (with successful applicants’ identification document numbers where applicable) available through a variety of channels as described in the section headed “How to Apply for Hong Kong Offer Shares” in this prospectus from .............Friday, 8 December 2017 –i– EXPECTED TIMETABLE(1) Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function from .........................................Friday, 8 December 2017 Despatch of Share certificates in respect of wholly or partially successful applications on or before ........................Friday, 8 December 2017 Despatch of refund cheques (if applicable) in respect of wholly and partially successful applications (if applicable) or wholly or partially unsuccessful applications on or before ..........................................................Friday, 8 December 2017 Despatch of White Form e-Refund payment instructions (if applicable) in respect of wholly and partially successful applications (if applicable) or wholly or partially unsuccessful applications on............................................Friday, 8 December 2017 Dealings in our Shares on the Stock Exchange expected to commence on ...........................................9:00 a.m. on Monday, 11 December 2017 Notes: (1) All dates and times refer to Hong Kong dates and time, except otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure and Conditions of the Global Offering” in this prospectus. If there is any change in the above expected timetable, we will issue a separate announcement in Hong Kong to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese). (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 an application 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 in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 4 December 2017, the application lists will not open and close on that day. Please refer to the section headed “How to Apply for Hong Kong Offer Shares – Effect of bad weather conditions on the opening of the application lists” in this prospectus. (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 Hong Kong Offer Shares – Applying by giving electronic application instructions to HKSCC via CCASS” in this prospectus. (5) The Price Determination Date is expected to be on or about Monday, 4 December 2017, and in any event will not be later than Friday, 8 December 2017. If, for any reason, the Offer Price is not agreed on or before Friday, 8 December 2017, the Global Offering will not proceed and will lapse. Share certificates will only become valid certificates of title if the Global Offering has become unconditional in all respects and the Underwriting Agreements have not been terminated in accordance with its terms, which is expected to be at or around 8:00 a.m., on Monday, 11 December 2017.