China Beststudy Education Group — Capital/Financing Update 2018

Dec 11, 2018

Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the prospectus dated December 12, 2018 (the “ Prospectus ”) issued by China Beststudy Education Group (the “ Company ”).

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, 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 announcement.

This announcement is not for release, publication, or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ’’) or any state securities laws in the United States. The securities may not be offered, sold, pledged, transferred or delivered in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will not be and is not currently intended to be any public offering of securities in the United States.

In connection with the Global Offering, CMB International Securities Limited, as the stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate Shares or effect any other stabilizing transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last date for the lodging of applications under the Hong Kong Public Offering, being January 16, 2019. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on the 30th day after the last date for lodging applications under the Hong Kong Public Offering, being January 16, 2019. After this date, no further stabilizing action may be taken and demand for the Shares and the price of the Shares could fall.

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**China Beststudy Education Group 卓越教育集團 ***

(Incorporated in the Cayman Islands with limited liability)

GloBal offErinG

number of offer Shares under : 151,400,000 Shares (subject to the overthe Global offering allotment option) number of Public offer Shares : 15,140,000 Shares (subject to adjustment) number of international Placing Shares : 136,260,000 Shares (subject to adjustment and the over-allotment option) Maximum offer Price : HK$2.90 per offer Share plus brokerage 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 on final pricing) nominal value : US$0.00005 per Share Stock code : 3978

Sole Sponsor

Joint Global Coordinators

Joint Bookrunners

Joint Lead Managers

Co-Lead Managers

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Underwriter

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Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and any Shares to be issued pursuant to the RSU Allotment, the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option) and any Shares to be issued upon the exercise of the options which may be granted under the Share Option Scheme.

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The Global Offering comprises the International Placing of initially 136,260,000 Offer Shares (subject to adjustment and the Over-allotment Option), representing 90% of the total number of Offer Shares available for institutional, professional and other investors under the Global Offering, and the Hong Kong Public Offering of initially 15,140,000 Offer Shares (subject to adjustment), representing 10% of the total number of Offer Shares initially being offered to the public in Hong Kong under the Global Offering. In connection with the Global Offering, the Company is expected to grant to the International Underwriters the Over-allotment Option, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters) after consultation with the Company at any time from the Listing Date up to (and including) the date which is the 30th day after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to issue and allot up to an aggregate of 22,710,000 additional Shares, representing 15.0% of the number of the Offer Shares initially available under the Global Offering to cover over-allocations, if any, in the International Placing. The allocation of the Offer Shares between the International Placing and the Hong Kong Public Offering will be subject to adjustment as described in the section headed “Structure of the Global Offering” in the Prospectus. In the event that the Over-allotment Option is exercised, an announcement will be made on the website of the Company at www.beststudy.com and the website of the Stock Exchange at www.hkexnews.hk .

In accordance with the clawback requirements set out in paragraph 4.2 of Practice Note 18 of the Listing Rules and the Guidance Letter HKEx-GL91-18 issued by the Stock Exchange (as amended or supplemented from time to time by the Stock Exchange), if the Offer Shares under the International Placing are fully subscribed or oversubscribed, and if the number of Offer Shares validly applied for under the Hong Kong Public Offering represents (i) 15 times or more but less than 50 times, (ii) 50 times or more but less than 100 times, and (iii) 100 times or more of the number of Offer Shares initially available under the Hong Kong Public Offering, the total number of Offer Shares available under the Hong Kong Public Offering will be increased to 45,420,000, 60,560,000 and 75,700,000 Offer Shares, respectively, representing 30% (in the case of (i)), 40% (in the case of (ii)) and 50% (in the case of (iii)), respectively, of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). In such cases, the number of Offer Shares allocated to the International Placing will be correspondingly reduced, in such manner as the Joint Global Coordinators deem appropriate, and such additional Offer Shares will be allocated to the Hong Kong Public Offering.

If (i) the Offer Shares under the International Placing are fully subscribed or oversubscribed, and if the number of Offer Shares validly applied for under the Hong Kong Public Offering represents 100%, but less than 15 times, of the number of Public Offer Shares initially available under the Hong Kong Public Offering; or (ii) the Offer Shares under the International Placing are not fully subscribed, and if the number of Offer Shares validly applied for under the Hong Kong Public Offering represents 100% or more of the number of Public Offer Shares initially available under the Hong Kong Public Offering, the Joint Global Coordinators may, at their discretion, reallocate the Offer Shares initially allocated for the International Placing to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering, provided that (i) the maximum number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall not be more than 30,280,000 Offer Shares, representing double the number of Public Offer Shares initially available under the Hong Kong Public Offering and (ii) the Offer Price shall be determined at the lower end of the Offer Price range.

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Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

The Offer Price will not be more than HK$2.90 per Offer Share and is expected to be not less than HK$2.20 per Offer Share. Applicants must pay the maximum indicative Offer Price of HK$2.90 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% in full upon application for Shares under the terms set out in the Application Forms, subject to refund if the Offer Price as finally determined is less than HK$2.90 per Offer Share.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$2.90 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with the section headed “Structure of the Global Offering – Conditions of the Hong Kong Public Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared.

applications for the Public offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the related application forms and designated website (www.eipo.com.hk) in relation to the White form eiPo.

Applicants who would like the allotted Public Offer Shares to be issued in their own names should (i) complete and sign the WHiTE Application Form or (ii) submit applications online through the designated website of the White form eiPo Service Provider at www.eipo.com.hk under the White form eiPo service.

Applicants who would like the allotted Public Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to their CCASS Investor Participants’ stock accounts or their designated CCASS Participants’ stock accounts should either (i) complete and sign the YElloW Application Form, or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHiTE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, December 12, 2018 until 12:00 noon on Monday, December 17, 2018 from:

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• (i) any of the following addresses of the Hong Kong Underwriters:

CMB international Capital limited 45th Floor, Champion Tower 3 Garden Road Central Hong Kong CEB international Capital Corporation 22/F limited AIA Central 1 Connaught Road Central Hong Kong fortune (HK) Securities limited 43/F COSCO Tower 183 Queen’s Road Central Hong Kong first Shanghai Securities limited 19/F Wing On House 71 Des Voeux Road Central Hong Kong Haitong international Securities 22/F Company limited Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong aBCi Securities Company limited 10/F Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong China Galaxy international Securities 20/F (Hong Kong) Co., limited Wing On Centre 111 Connaught Road Central Hong Kong Sinolink Securities (Hong Kong) Units 2503, 2505-06, 25/F Company limited Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong 9f Primasia Securities limited Suite 4806-07, 48/F Central Plaza 18 Harbour Road Wanchai Hong Kong ruibang Securities limited 9/F, Sang Woo Building 227-228 Gloucester Road Wanchai Hong Kong

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• (ii) any of the following branches of Bank of China (Hong Kong) Limited, CMB Wing Lung Bank Limited and Industrial and Commercial Bank of China (Asia) Limited, the receiving banks for the Hong Kong Public Offering:

Bank of China (Hong Kong) limited	Bank of China (Hong Kong) limited
District	Branch name	address
Hong Kong island	United Centre Branch	Shop 1021, United Centre, 95 Queensway,
		Hong Kong
Kowloon	Wong Tai Sin Branch	Shop G13, Wong Tai Sin Plaza, Wong Tai
		Sin, Kowloon
	Tsim Sha Tsui Branch	24-28 Carnarvon Road, Tsim Sha Tsui,
		Kowloon
new Territories	City One Sha Tin Branch	Shop Nos. 24-25, G/F, Fortune City One
		Plus, No.2 Ngan Shing Street, Sha Tin,
		New Territories
	Tai Po Plaza Branch	Unit 4, Level 1 Tai Po Plaza, 1 On Tai
		Road, Tai Po, New Territories
CMB Wing lung Bank limited
District	Branch name	address
Hong Kong island	Head Office	45 Des Voeux Road Central
	Kennedy Town Branch	28 Catchick Street
Kowloon	Mongkok Branch	B/F CMB Wing Lung Bank Centre, 636
		Nathan Road
industrial and Commercial Bank of China (asia) limited
District	Branch name	address
Hong Kong island	Fortress Hill Branch	Shop A-C, G/F, Kwong Chiu Terrace, 272-
		276 King’s Road, Hong Kong
Kowloon	Oi Man Branch	Shop F18 & F19, Oi Man Plaza, Oi Man
		Estate, Homantin, Kowloon
new Territories	Kwai Fong Branch	C63A-C66, 2/F, Kwai Chung Plaza, Kwai
		Fong, New Territories

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Copies of the Prospectus, together with the YElloW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, December 12, 2018 until 12:00 noon on Monday, December 17, 2018 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have such Application Forms and the Prospectus available.

The WHiTE or YElloW Application Form completed in accordance with the instructions printed thereon, together with a cheque or a banker’s cashier order attached and marked payable to “ BanK of CHina (HonG KonG) noMinEES liMiTED – CHina BESTSTUDY PUBliC offEr ” for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times:

Wednesday, December 12, 2018 : 9:00 a.m. to 5:00 p.m.

Thursday, December 13, 2018 : 9:00 a.m. to 5:00 p.m. friday, December 14, 2018 : 9:00 a.m. to 5:00 p.m. Saturday, December 15, 2018 : 9:00 a.m. to 1:00 p.m. Monday, December 17, 2018 : 9:00 a.m. to 12:00 noon

The application lists will be open from 11:45 a.m. to 12:00 noon on Monday, December 17, 2018, the last application day or such later time as described in the section headed “How to Apply for Public Offer Shares – E. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

Time for Submitting applications under the White form eiPo

Applicants applying by White form eiPo may submit applications to the White form eiPo Service Provider at www.eipo.com.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Wednesday, December 12, 2018 until 11:30 a.m. on Monday, December 17, 2018 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Monday, December 17, 2018 or such later time as described in the section headed “How to Apply for Public Offer Shares – E. Effect of Bad Weather on the Opening of the Applications Lists” in the Prospectus.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, December 12, 2018 until 12:00 noon on Monday, December 17, 2018 or such later time as described in the section headed “How to Apply for Public Offer Shares – E. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

The Company expects to announce the final Offer Price, the level of indications of interest in the International Placing, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Public Offer Shares on Monday, December 24, 2018 in the South China Morning Post (in English), and Hong Kong Economic Times (in Chinese), and on the Company’s website at www.beststudy.com and the website of the Stock Exchange at www.hkexnews.hk .

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The results of allocations in the Hong Kong Public Offering and the Hong Kong identity card/ passport/Hong Kong business registration numbers of successful applicants (where applicable) and the number of Public Offer Shares successfully applied for under WHiTE and YElloW application forms, or by giving electronic application instructions to HKSCC via CCASS, will be made available through a variety of channels as described in the section headed “How to Apply for Public Offer Shares – F. Publication of Results” in the Prospectus.

No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Thursday, December 27, 2018 provided that (i) the Global Offering has become unconditional in all respects and (ii) none of the Underwriting Agreements has been terminated in accordance with its terms.

Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Thursday, December 27, 2018, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, December 27, 2018. The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 3978.

By order of the Board China Beststudy Education Group Tang Junjing

Chairman, Chief Executive Officer and Executive Director

Hong Kong, December 12, 2018

* For identification purposes only

As at the date of this announcement, the executive Directors are Mr. Junjing Tang, Mr. Junying Tang and Mr. Gui Zhou, the non-executive Directors are Mr. Wenhui Xu and Ms. Wen Li, and the independent non-executive Directors are Mr. Yingmin Wu, Ms. Yu Long and Mr. Peng Xue.

This announcement is available for viewing on the Company’s website at www.beststudy.com and the website of the Stock Exchange at www.hkexnews.hk.

Please also refer to the published version of this announcement in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese).

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