ai160017988627_Project Innovation cover Eng-3Y_11 spine 29mm output.pdf 1 9/15/2020 10:24:47 PM (Incorporated in the Cayman Islands with limited liability) Stock code: 9616 C M Y CM MY CY CMY K GLOBAL OFFERING Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Joint Lead Managers IMPORTANT If you have doubt about any of the contents in this document, you should obtain independent professional advice. NEUSOFT EDUCATION TECHNOLOGY CO. LIMITED 東軟教育科技有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global : 166,667,200 Shares (subject to the Over-allotment Offering Option) Number of Hong Kong Public Offer Shares : 16,667,200 Shares (subject to reallocation) Number of International Offer Shares : 150,000,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$6.22 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$0.0002 per Share Stock code : 9616 Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers 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 “Documents delivered to the Registrar of Companies and available for inspection” 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 CLSA Limited (for itself 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 Tuesday, 22 September 2020 and, in any event, not later than Wednesday, 23 September 2020. The Offer Price will be not more than HK$6.22 and is currently expected to be not less than HK$5.18 unless otherwise announced. If, for any reason, the Offer Price is not agreed by Wednesday, 23 September 2020 between CLSA Limited (for itself and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse. CLSA Limited (for itself and 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 document 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 on the websites of the Stock Exchange (www.hkexnews.hk) and our Company (www.neuedu.com) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. For further information, please refer to “Structure of the Global Offering” and “How to apply for Hong Kong Public Offer Shares.” 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 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 further details. 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 “Risk factors.” 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 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. 17 September 2020 EXPECTED TIMETABLE If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement on the Stock Exchange’s website at www.hkexnews.hk and our website at www.neuedu.com.(1) Latest time to complete electronic applications under the HK eIPO White Form service through one of the below ways(2): (1) the IPO App, which can be downloaded by searching “IPO App” in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp 11:30 a.m. on Tuesday, (2) the designated website www.hkeipo.hk 22 September 2020 Application lists of the Hong Kong Public Offering open(3) .................. 11:45 a.m. on Tuesday, 22 September 2020 Latest time to lodge WHITE and YELLOW Application Forms ............. 12:00 noon on Tuesday, 22 September 2020 Latest time to give electronic application instructions to HKSCC(4) ......... 12:00 noon on Tuesday, 22 September 2020 Latest time to complete payment of the HK eIPO White Form applications by 12:00 noon on Tuesday, effecting internet banking transfer(s) or PPS payment transfer(s) ........... 22 September 2020 Application lists of the Hong Kong Public Offering close ................... 12:00 noon on Tuesday, 22 September 2020 Expected Price Determination Date(5) ................................... Tuesday, 22 September 2020 (1) Announcement of: Š the Offer Price; Š the level of applications in the Hong Kong Public Offering; Š an indication of the level of interest in the International Offering; and Š the basis of allocation of the Hong Kong Public Offer Shares, to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.neuedu.com on or before(6)(14) ................................................... Monday,28September 2020 (2) Announcement of 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 including the website of the Stock Exchange at www.hkexnews.hk and our website at www.neuedu.com (see “How to apply for Hong Kong Public Offer Shares — 11. Publication of results”) from(14) ....................... Monday, 28 September 2020 (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 our website at www.neuedu.com(7) from(14) ..... Monday, 28 September 2020 Results of allocations for the Hong Kong Public Offering will be available at the “Allotment Result” function in the IPO App or at www.tricor.com.hk/ipo/ result or www.hkeipo.hk/IPOResult with a “search by ID/Business Registration Number” function from(14) ............................... Monday, 28 September 2020 —i— EXPECTED TIMETABLE Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6)(14) .... Monday, 28 September 2020 Dispatch of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications on or before (8), (9), (10), (11), (12), (13) ................. Monday, 28 September 2020 Dealings in Shares on the Stock Exchange to commence at 9:00 a.m. on(14) ..... Tuesday, 29 September 2020 There is a gap of six business days between the commencement of the Hong Kong Public Offering on Thursday, 17 September 2020 and the refund date of application monies of Monday, 28 September 2020. During this period, the application monies (including the brokerage, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicants without interest on Monday, 28 September 2020. Investors should be aware that the dealings in our Shares on the Stock Exchange are expected to commence on Tuesday, 29 September 2020. 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 IPO App or the designated website at www.hkeipo.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 IPO App or 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 and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m.