Global Offering. Joint Global Coordinators, Joint Sponsors, Joint Bookrunners and Joint Lead Managers

Transcription

1 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1317 Global Offering Joint Global Coordinators, Joint Sponsors, Joint Bookrunners and Joint Lead Managers MapleLeaf_IPO_E16OP.indd 2 12/11/14 11:30 am

2 IMPORTANT IMPORTANT: If you are in doubt about any of the contents of this prospectus, you should obtain independent professional advice. China Maple Leaf Educational Systems Limited * (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares in the Global Offering : 334,000,000 Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 33,400,000 Shares (subject to adjustment) Number of International Placing Shares : 300,600,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$3.07 per Share plus brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : US$0.001 per Share Stock Code : 1317 Joint Global Coordinators, Joint Sponsors, Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, the Stock Exchange of Hong Kong Limited and the 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 section headed Appendix VII Documents Delivered to the Registrar of Companies and Available for Inspection 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. 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 on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, November 21, 2014 and, in any event, not later than Wednesday, November 26, The Offer Price will be not more than HK$3.07 and is currently expected to be not less than HK$2.23. If, for any reason, the Offer Price is not agreed by Wednesday, November 26, 2014 between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company, 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 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 The Hong Kong Public Offering Grounds for Termination in this prospectus. 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 or sold, pledged or transferred within the United States 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) in the United States to qualified institutional buyers in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. * For identification purposes only. November 18, 2014

3 EXPECTED TIMETABLE 1 Latest time for completing electronic applications under HK eipo White Form service through the designated website (3)... Application lists open (2)... 11:30 a.m. on Friday, November 21, :45 a.m. on Friday, November 21, 2014 Latest time to lodge white and yellow application forms... 12:00 noon on Friday, November 21, 2014 Latest time to give electronic application instructions to HKSCC (4)... 12:00 noon on Friday, November 21, 2014 Latest time to complete payment of HK eipo White Form applications by effecting internet banking transfers or PPS payment transfer(s)... Application lists close... 12:00 noon on Friday, November 21, :00 noon on Friday, November 21, 2014 Expected price determination date (5)... Friday, November 21, 2014 Announcement of: the Offer Price; the level of applications in Hong Kong Public Offering; an indication of the level of interest in the International Placing; and the basis of allocation of the Hong Kong Offer Shares, to be published in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) on or before... 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 (see paragraph headed Publication of Results in the section headed How to Apply for Hong Kong Offer Shares in this prospectus) from... Results of allocations in the Hong Kong Public Offering will be available at with a search by ID function... A full announcement of the Hong Kong Public Offering containing the information referred to in the above announcements will be published on the website of the Stock Exchange at and our Company s website at from... HK eipo White Form e-auto refund payment instruction to be despatched on or before (6)... Thursday, November 27, 2014 Thursday, November 27, 2014 Thursday, November 27, 2014 Thursday, November 27, 2014 Thursday, November 27, 2014 Dealings in Shares on the Stock Exchange expected to commence on... Friday, November 28, 2014 (1) All times refer to Hong Kong local time, except as otherwise stated. (2) 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 Friday, November 21, 2014, the application lists will not open on that day. See the section headed How to Apply for Hong Kong Offer Shares Effect of bad weather on the opening of the application lists in this prospectus. (3) You will not be permitted to submit your application through the designated website at 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. (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 Effect of Giving Electronic Application Instructions to HKSCC via CCASS in this prospectus. (5) The Price Determination Date is expected to be on or around Friday, November 21, 2014 and, in any event, not later than Wednesday, November 26, 2014, 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 by Wednesday, November 26, 2014, or such other date as agreed between parties, the Global Offering will not proceed and will lapse. (6) e-auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications and in respect of wholly or partially successful applications if the Offer Price is less than the price per Offer Share payable on application. i

4 CONTENTS IMPORTANT NOTICE TO PROSPECTIVE INVESTORS This prospectus is issued by us solely in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus may not be used for the purpose of making, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus for purposes of a public offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. You should rely only on the information contained in this prospectus and the Application Forms to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this prospectus and the Application Forms. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. Any information or representation not contained or made in this prospectus and the Application Forms must not be relied on by you as having been authorized by us, the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, any of the Underwriters, any of our or their respective directors, officers, employees, agents or representatives of any of them or any other parties involved in the Global Offering. Information contained on our website, located at does not form part of this prospectus. EXPECTED TIMETABLE... i CONTENTS... ii SUMMARY... 1 DEFINITIONS GLOSSARY FORWARD-LOOKING STATEMENTS RISK FACTORS INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING DIRECTORS PARTIES INVOLVED IN THE GLOBAL OFFERING CORPORATE INFORMATION INDUSTRY OVERVIEW REGULATORY OVERVIEW BC GLOBAL EDUCATION PROGRAM CERTIFICATION AND INSPECTION REQUIREMENTS HISTORY AND CORPORATE STRUCTURE BUSINESS DIRECTORS AND SENIOR MANAGEMENT SUBSTANTIAL SHAREHOLDERS CORNERSTONE INVESTORS SHARE CAPITAL ii Page

5 CONTENTS FINANCIAL INFORMATION FUTURE PLANS AND USE OF PROCEEDS CONTRACTUAL ARRANGEMENTS RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS CONNECTED TRANSACTIONS WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE UNDERWRITING STRUCTURE OF THE GLOBAL OFFERING HOW TO APPLY FOR HONG KONG OFFER SHARES APPENDIX I ACCOUNTANTS REPORT... I-1 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION... II-1 APPENDIX III CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY FOR THE FINANCIAL YEAR ENDED AUGUST 31, III-1 APPENDIX IV PROPERTY VALUATION REPORT... IV-1 APPENDIX V SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW AND TAXATION... V-1 APPENDIX VI STATUTORY AND GENERAL INFORMATION... VI-1 APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE FOR INSPECTION... VII-1 Page iii

6 SUMMARY This summary aims to give you an overview of the information contained in this prospectus. As it is a summary, it does not contain all the information that may be important to you. You should read the whole prospectus before you decide to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in the section headed Risk Factors in this prospectus. You should read that section carefully in full before you decide to invest in the Offer Shares. OVERVIEW We are the largest international high school operator and the largest international school operator in China, as measured by student enrollment at the end of the 2010/2011, 2011/2012, 2012/2013 and 2013/2014 school years, according to the Frost & Sullivan Report. We have a 19-year track record in providing a comprehensive education that immerses our students in both Chinese and Western cultures. According to the BCMOE, our Dalian Maple Leaf High School was the first-ever offshore high school which has been granted certification status under the British Columbia Global Education Program Offshore Schools. As of the Latest Practicable Date, we operated seven high schools, 10 middle schools, nine elementary schools, 12 preschools and two foreign national schools across nine cities in China. We had an approximately 9.0% market share in the highly fragmented international high school market in China and an approximately 7.6% market share in the international school market in China, as measured by student enrollment at the end of the 2013/2014 school year, according to the Frost & Sullivan Report. The core component of our business is a bilingual, dual-curriculum and dual-diploma high school education that is unique among the top 10 international school operators in China as measured by student enrollment at the end of the 2013/2014 school year. It enables graduates of our PRC and BC certified schools to receive both a fully accredited BC high school diploma and a PRC high school diploma. We strive to offer our students a pathway into universities and colleges around the world. In each of the 2010/2011, 2011/2012 and 2012/2013 school years, based on our estimates, over 90% of our high school graduates were admitted to universities and colleges around the world. In the same school years, based on our estimates, approximately 44%, 38% and 47% of our high school graduates, respectively, were admitted to the World Top 100 Universities. In the 2013/2014 school year, based on our estimates, over 95% of our high school graduates were admitted to universities and colleges around the world and approximately 51% of our high school graduates were admitted to the World Top 100 Universities. Our overall student enrollment was approximately 9,120, 10,509, 11,697 and 13,459 as of the end of the 2010/2011, 2011/2012 and 2012/2013 school years and May 31, 2014, respectively. For the financial years ended August 31, 2011, 2012 and 2013 and the nine months ended May 31, 2014, our revenue was RMB346.1 million, RMB413.5 million, RMB471.2 million and RMB365.5 million, respectively, out of which RMB304.7 million, RMB367.1 million, RMB406.0 million and RMB340.9 million, respectively, was generated from tuition fees. Dalian is particularly important to our overall business, as it is our headquarters and the home of our largest campus in terms of the number of students, revenue and profit. It contributed approximately 69.2%, 63.8%, 57.2% and 45.0% of our revenue and approximately 72.1%, 66.0%, 57.6% and 46.7% of our student enrollment for the financial years ended August 31, 2011, 2012, 2013 and the nine months ended May 31, 2014, respectively. We believe that our schools also contribute to the local economies of the cities in which we operate by creating employment opportunities, stimulating the local real estate industry, assisting the local governments to attract foreign investment and foreign talent, and adding to the diversity of the local community. As a result, since 2012, we have, in part, implemented our expansion plan pursuant to an asset-light approach by partnering with third parties, in particular local governments, to develop new schools. Under our agreements with local governments, the governments are responsible for acquiring campus sites and building school premises, which we believe enables us to achieve a higher return on capital. 1

7 SUMMARY Educational Philosophy Our fundamental educational philosophy is to combine the strengths of Chinese and Western education systems to provide our students with a bilingual and bi-cultural education. We embrace both the rigorous preparation and thorough practice that are the focus of the Chinese education system and the creative thinking and innovative teaching methods promoted by the Western education system. We emphasize the importance of solid academic performance in core subject areas such as mathematics, science, languages and history, while at the same time encouraging our students to explore individual interests and nurturing student creativity, communication skills, independent thinking and social responsibility, to enable students to thrive in the future. Our Schools We operate all of our schools under our Maple Leaf brand. An important element of our educational services is a bilingual learning environment. We design our classes according to the specific linguistic needs of the students at each grade level and build their English language skills as they progress from elementary school to middle school, with the aim of achieving English fluency by high school. In addition, as private schools, we have more flexibility in offering courses which are unavailable in public schools in response to popular student or parent demand. These courses, such as calligraphy, dance, debate and music, emphasize creativity, critical thinking and a deeper appreciation of traditional Chinese and Western cultures. We also offer students the opportunity to participate in a variety of after-school programs and club events, including sports and life skills building projects that supplement classroom teaching. Maple Leaf High Schools As of the Latest Practicable Date, we operated seven high schools in Dalian, Wuhan, Tianjin, Chongqing, Zhenjiang, Luoyang and Shanghai, respectively. Our high schools had a total of approximately 5,903 students as of May 31, Our high schools are open to PRC citizens and foreign nationals and offer a dual-curriculum program that enables our students to count the BC courses they take toward the PRC high school diploma. In order to ensure that our students are eligible for both BC and PRC high school diplomas, each of our high schools must receive both BC and PRC certifications and obtain approvals from relevant provincial level educational authorities in China for delivering a dual-curriculum and dual-diploma program. For more information about the BC and PRC certification status of our schools and the requirements and processes of application to and precertification and certification by the BCMOE, see the sections headed Business Our Schools Maple Leaf High Schools and BC Global Education Program Certification and Inspection Requirements in this prospectus. The curriculum we have developed for our high schools consists of two types of subjects those required under the BC high school system and those required under the PRC high school system. The subjects required under the BC education system encompass eight fields: (i) English; (ii) mathematics; (iii) sciences; (iv) humanities; (v) arts; (vi) physical education; (vii) applied skills and (viii) college-bound electives such as applied sciences, acting, psychology, economics, marketing and accounting. All these subjects are taught in English by our BC-certified teachers using BC teaching materials. The courses required by the PRC educational authorities are Chinese language and social studies (Chinese history, geography and politics), which are taught by our PRC-certified teachers in Mandarin and can be used to count toward the BC high school diploma. For students who are not ready for the English intensive environment of the full BC high school program, we offer ESL courses which allow them to earn elective credits towards their BC high school diploma while increasing their English proficiency in an academically-motivated environment. Maple Leaf Middle Schools, Elementary Schools, Preschools and Foreign Schools As of the Latest Practicable Date, we operated 10 middle schools, nine elementary schools, 12 preschools and two Foreign Schools in nine cities throughout China. Our middle schools, elementary schools, preschools and Foreign Schools had approximately 2,926 students, 2,711 students, 1,702 students and 217 students, respectively, as of May 31, Our middle schools and elementary schools offer full PRC curriculum required by the PRC 2

8 SUMMARY compulsory education system as well as English enhancement classes taught by ESL teachers. We carefully tailor our middle school and elementary school programs in line with the BC program offered in our high schools, with a focus on the all-around development of students and an emphasis on academic English development. Our preschools focus on developing an active and healthy learning environment that helps develop an inquisitive mind and emphasize fun in the process of learning. Our Foreign Schools has been granted certification status under the British Columbia Global Education Program Offshore Schools, and offer K-9 education to foreign nationals. We also have additional school campuses in various stages of development in Tianjin, Pingdingshan, Pinghu, Yiwu and Xi an, respectively. For further details of our schools, including our schools under development, please refer to pages 130 to 142 of the prospectus. Other Services We have put in place the following services to encourage and support the success of our students: Summer and winter camps and tours. We organize English immersion camps in Canada, Australia and the United States for students in grades nine and below. We also offer high school students university tours overseas during the summer and winter breaks. Graduation consulting center. We assist our high school students with their university and college applications and guide them through the admissions process for overseas post-secondary institutions. We also help our students with the immigration process for overseas studies, and provide services such as obtaining visas, scholarships and off-campus housing. Orca Center. We offer top students who aim to enroll in leading universities personalized college counseling services and help them obtain offers and financial aid from top universities. We also provide oncampus SAT training and test taker escorting services to our students who are interested in applying universities/colleges in the United States. Our Students We seek students who are broad-minded, eager to embrace cultures and change, and enthusiastic about learning and expanding their academic horizons. Our high school admissions process is selective and seeks to enroll students with strong English skills and high learning potential. In each of the 2010/2011, 2011/2012 and 2012/2013 school years, based on our estimates, over 90% of our high school graduates were admitted to universities and colleges around the world, primarily in Canada and the United States, which represents over 60% and 15% of our total high school graduates, respectively. In the 2013/2014 school year, based on our estimates, over 95% of our high school graduates were admitted to universities and colleges around the world. Our middle and elementary schools endeavor to enroll students who seek an interactive and vigorous learning environment with an emphasis on academic English development and who are interested in attending our high schools or high schools overseas. In each of the 2010/2011, 2011/2012 and 2012/2013 school years, over 70% of our elementary school graduates enrolled in our middle school programs and over 70% of our middle school graduates chose to attend our high schools. We employ a range of marketing and recruiting methods to attract students and increase enrollment at our schools. See the section headed Business Marketing and Student Recruitment in this prospectus. Our Teachers As of May 31, 2014, we had a team of approximately 1,272 teachers, including approximately 306 BC-certified teachers, approximately 834 PRC-certified teachers and approximately 56 ESL teachers. We seek to employ teachers who have strong commands of the subject areas they teach, sound social and communication skills and who are open to new educational theories and creative teaching methods which we may implement from time to time. All of our BC-certified teachers are certified by the BCMOE. 3

9 SUMMARY OUR STRENGTHS We believe that the following are our key competitive strengths that have contributed significantly to our success and differentiate us from our competitors: The largest international school operator in China with extensive experience; Reputable brand and pathway into world class universities and colleges; Well-established bilingual, dual-curriculum and dual-diploma education; Full range of K-12 bilingual education creating high business visibility; and Centralized operation led by experienced management team. Please refer to pages 126 to 128 of this prospectus for details of our strengths. OUR STRATEGIES Our goal is to maintain and further strengthen our position as the leading international school operator in China. We intend to pursue the following growth strategies to achieve our goal: Further expand our school network in China and abroad, in particular through cooperation; Increase school utilization; Optimize pricing at our schools; and Continue to provide premium quality education and promote our brand name. Please refer to pages 128 to 129 of this prospectus for details of our strategies. Major Development Milestones September 1996 Dalian Maple Leaf International School (Middle School and Elementary School) opened in Jinshitan, Dalian April 1998 Dalian Maple Leaf High School granted certification status under British Columbia Global Education Program Offshore Schools June 1999 The first graduating class from Dalian Maple Leaf High School received their high school diplomas September 2007 Wuhan Maple Leaf International School (High School) opened September 2008 Tianjin Taida Maple Leaf International School (High School, Middle School and Elementary School) opened September 2012 Henan Maple Leaf International School (Middle School and Elementary School), our first schools jointly developed with a local government, opened CONTRACTUAL ARRANGEMENTS Overview of the Contractual Arrangements PRC laws and regulations currently prohibit foreign ownership of elementary and middle schools in China. Furthermore, although PRC laws and regulations allow foreign investment in foreign national schools, preschools and high schools, government authorities either impose restrictions in this respect or, as a matter of policy, withhold approval for such ventures altogether. As a result, we conduct a substantial portion of our business through our consolidated affiliated entities in China. We do not hold any equity interests in our consolidated affiliated entities. Rather, through a series of Contractual Arrangements, we effectively control these consolidated affiliated entities and are able to derive substantially all of their economic benefits, and expect to 4

10 SUMMARY continue to do so. In addition, our PRC Legal Counsel is of the view that the Contractual Arrangements are, save for dispute resolution clauses of the Contractual Arrangements in connection with injunctive relief as disclosed on page 223 of this prospectus, collectively and individually, valid, legal and binding and do not contravene the relevant PRC Laws and regulations. See the section headed Contractual Arrangements in this prospectus. The following simplified diagram illustrates the flow of economic benefits from our consolidated affiliated entities to our Group stipulated under the Contractual Arrangements: Our Company Beipeng Software 100% (1) (2) 95% Dalian Maple Leaf High School (3) (4) (1) (2) (4) (5) 5% Founder 100% Founder s Sister 100% Foreign Schools PRC Holdcos and their Subsidiaries Notes: 1. Payment of service fees, see the section headed Contractual Arrangements Exclusive Management Consultancy and Business Cooperation Agreements in this prospectus. 2. Provision of services, see the section headed Contractual Arrangements Exclusive Management Consultancy and Business Cooperation Agreements in this prospectus. 3. Exclusive call option to acquire all or part of the equity interest in the Consolidated Affiliated Entities, see the section headed Contractual Arrangements Call Option Agreements in this prospectus. 4. Power of attorney to exercise all shareholders rights in the Consolidated Affiliated Entities, see the section headed Contractual Arrangements Powers of Attorney in this prospectus. 5. Pledge of all the equity interest in the PRC Holdcos, see the section headed Contractual Arrangements Equity Pledge Agreement in this prospectus. 6. denotes direct legal and beneficial ownership in the equity interest. denotes Contractual Arrangements. 7. denotes our consolidated affiliated entities. Risks Related to the Contractual Arrangements Our PRC Legal Counsel is of the opinion that the Contractual Arrangements are narrowly tailored to minimize the potential conflict with relevant PRC laws and regulations. However, there can be no assurance that the Contractual Arrangements will be determined by the PRC government to be in compliance with applicable PRC laws, rules, regulations or policies in the future. If the Contractual Arrangements are found to be in violation of any applicable PRC laws or regulations, the relevant regulatory authorities may impose various sanctions that could have a material adverse impact on our business. Furthermore, we may be subject to the risk of relevant government authorities deeming the service fee payments under the Contractual Arrangements as a means of circumventing the selection made by the sponsors of our schools not to require a reasonable return, which may result in our schools ceasing to enjoy the tax exemptions they currently enjoy by virtue of being schools for 5

11 SUMMARY which the sponsors do not require reasonable returns. We strongly urge you to read the section headed Risk Factors in its entirety, including Risk Factors Risks Relating to Our Contractual Arrangements for details of risks relating to the Contractual Arrangements. OUR SHAREHOLDING STRUCTURE The Controlling Shareholders Immediately following the completion of the Capitalization Issue and the Global Offering (assuming the Overallotment is not exercised and no Shares are issued under the Pre-IPO Share Option Scheme, the Post-IPO Share Option Scheme or the RSU Scheme), the Founder and Sherman Investment collectively will be our Controlling Shareholders directly and beneficially interested in approximately 53.81% of our issued share capital. Sherman Investment is a holding company incorporated in the BVI that is wholly-owned by the Founder. Our Directors are satisfied that our Group is capable of carrying on its business independently of the Controlling Shareholders and their associates after the Listing. See the section headed Relationship with our Controlling Shareholders in this prospectus. Pre-IPO Investors Our Company and Sequoia Capital China Growth Fund I, L.P. entered into the Preferred Share Purchase Agreement on February 29, Pursuant to the Preferred Share Purchase Agreement, Sequoia Capital China Growth Fund I, L.P., subject to certain terms and conditions, agreed to subscribe for 18,000,000 Preferred Shares for an aggregate consideration of RMB180,000,000. On May 9, 2008, Sequoia Capital China Growth Fund I, L.P. transferred 1,926,000 and 370,800 Preferred Shares to Sequoia Capital China GF Principals Fund I, L.P. and Sequoia Capital China Growth Partners Fund I, L.P. both for nil consideration. Our then Directors were of the view that our Company could benefit from the additional capital and the possibility that our Company could take advantage of the Pre-IPO Investors knowledge and experience. Upon the completion of the Pre-IPO Investment, Sequoia Capital China held approximately 20% of the then-issued share capital of our Company. The net proceeds from the Pre-IPO Investment have been fully utilized for working capital, business expansion and other corporate purposes. Immediately after the completion of the Capitalization Issue and the Global Offering (assuming the Over-allotment Option is not exercised and no Shares are issued under the Pre-IPO Share Option Scheme, the Post-IPO Share Option Scheme or the RSU Scheme), Sequoia Capital China will hold approximately 17.18% of the total share capital in issue of the Company. See the section headed History and Corporate Structure Pre-IPO Investment in this prospectus. Employee Share Incentive Plans In order to incentivize our Directors, senior management and other employees for their contribution to the Group and to attract and retain suitable personnel to our Group, we adopted the Pre-IPO Share Option Scheme on April 1, 2008 and conditionally adopted the Post-IPO Share Option Scheme and RSU Scheme on November 10, As of the Latest Practicable Date, 2,515,000 share options to subscribe for an aggregate of 26,927,387 Shares, as adjusted pursuant to the Capitalization Issue, upon the full exercise of which representing approximately 1.98% of the enlarged issued share capital of our Company upon the completion of the Capitalization Issue and the Global Offering (assuming the Over-allotment Option is not exercised and no further Shares are issued under the Post-IPO Share Option Scheme or the RSU Scheme) had been granted to 52 grantees under the Pre-IPO Share Option Scheme, six of whom are Directors and three of whom are members of the senior management team of our Company. No consideration was paid by any of the grantees for any share options granted by us to them. As of the Latest Practicable Date, none of the grantees had exercised any of the options granted to them pursuant to the Pre-IPO Share Option Scheme. See the sections headed Appendix VI Statutory and General Information Further Information about Our Company Pre-IPO Share Option Scheme, Appendix VI Statutory and General Information Further Information about Our Company Post-IPO Share Option Scheme and Appendix VI Statutory and General Information Further Information about Our Company RSU Scheme to this prospectus. 6

12 SUMMARY PREVIOUS LISTING ATTEMPT We submitted an application for the listing of our American depositary shares on the Nasdaq Global Market in 2011 and voluntarily suspended the U.S. listing attempt in October 2011 due to unfavorable capital markets conditions in the United States at the time. We had addressed all of the comments raised by the SEC in relation to the attempted U.S. listing, except for eight additional comments issued by the SEC on November 15, Our Directors take the view that: (i) to the extent any disclosure in this Prospectus should be made to address the SEC comments which are relevant to the Track Record Period, such disclosure has been made in this Prospectus for investors to form an informed assessment of us in the context of the Listing; (ii) there is nothing in relation to the previous U.S. listing attempt and relevant to the Listing which would affect our suitability for the Listing; and (iii) there was nothing in the eight additional comments or in the course of our U.S. listing application that was material to the effect that it would have resulted in the SEC preventing us from proceeding with our U.S. listing attempt should we have chosen to proceed with it. For more information, see the headed History and Corporate Structure Previous Listing Attempt in this prospectus. SUMMARY CONSOLIDATED FINANCIAL INFORMATION The following tables set forth a summary of our financial information for the financial years ended August 31, 2011, 2012 and 2013 and the nine months ended May 31, 2014, and should be read in conjunction with our financial information included in the Accountants Report set out in Appendix I to this prospectus, including the notes thereto. The summary financial information has been prepared in accordance with the IFRS. Fluctuations in our financial results during the Track Record Period were primarily caused by changes in the number of students enrolled at our existing schools and the opening of new schools. For more information, see the section headed Financial Information in this prospectus. Consolidated Statements of Comprehensive Income For the Year Ended August 31, For the Nine Months Ended May 31, (RMB 000) (Unaudited) Revenue , , , , ,549 Cost of revenue... (189,687) (222,342) (268,751) (186,134) (215,083) Gross profit , , , , ,466 Operating profit (1) , , ,464 82,111 86,363 (Loss) profit for the year/period... (38,230) 93,968 33,182 22,218 37,728 Adjusted net profit (2)... 88, , ,343 68,319 58,555 Note: (1) Operating profit is calculated as gross profit minus marketing expenses, and then minus administration expenses. (2) The following table reconciles our adjusted net profit for the periods presented to net profit, the most directly comparable financial measure calculated and presented in accordance with IFRS: For the Year Ended August 31, For the Nine Months Ended May 31, (RMB 000) (Unaudited) (Loss) profit for the year/period... (38,230) 93,968 33,182 22,218 37,728 Add Share-based payments Change in fair value on redeemable convertible preferred shares ,040 10,440 63,720 40,860 59,642 Change in fair value on warrants... 21,960 1,785 8,410 5,225 3,695 Gain on cancellation of warrants... (42,510) Adjusted net profit... 88, , ,343 68,319 58,555 7

13 SUMMARY Selected Consolidated Balance Sheet Items As of August 31, As of May 31, 2014 (RMB 000) Current assets , , , ,474 Current liabilities... 1,000,341 1,014,100 1,263,199 1,065,397 Total assets... 1,328,284 1,470,390 1,827,888 1,620,745 Total liabilities... 1,038,213 1,086,157 1,410,246 1,164,657 Share capital Reserves , , , ,577 Total equity , , , ,088 Consolidated Statements of Cash Flows We recorded negative cash flows from operating activities as of May 31, 2014, primarily due to a decrease in deferred revenue, which represented the portion of the deferred tuition income that was recognized over the nine months ended May 31, For more information, see the section headed Financial Information Liquidity and Capital Resources in this prospectus. For the Year Ended August 31, For the Nine Months Ended May 31, 2014 (RMB 000) Net cash from (used in) operating activities , , ,274 (82,000) Net cash used in investing activities... (154,498) (74,256) (227,201) (75,620) Net cash from (used in) financing activities... 23,786 (80,379) 89,346 (72,722) Cash and cash equivalents at end of the year/period, representing bank balances and cash , , , ,088 Key Financial Ratios For the Nine For the Year Ended August 31, Months Ended May 31, 2014 Gross profit margin % 46.2% 43.0% 41.2% Net profit margin % 22.7% 7.0% 10.3% Return on equity (1) % 24.5% 7.9% 11.1% Return on total assets (2) % 6.4% 1.8% 3.1% Adjusted return on invested capital (3) % 11.8% 9.5% 7.0% Current ratio (4) Gearing ratio (5) % 44.2% 65.8% 49.1% Adjusted gearing ratio (6) % 24.2% 34.4% 25.0% Interest coverage ratio (7) Notes: (1) Return on equity is calculated as (loss)/profit for the year/nine-month period (as annualized by multiplying by 365/273) divided by shareholders equity for the respective year or period. (2) Return on total assets is calculated as (loss)/profit for the year/nine-month period (as annualized by multiplying by 365/273) divided by total assets for the respective year or period. (3) Adjusted return on invested capital is calculated as the sum of (loss) profit, share-based payments, change in fair value on preferred shares, change in fair value on warrants and gain on cancellation of warrants for the year/nine-month period (as annualized by 365/273) minus dividend divided by sum of borrowings, Preferred Shares, warrants and total equity for the respective year or period. (4) Current ratio is calculated as current assets divided by current liabilities as of the end of the respective year or period. (5) Gearing ratio is calculated as total borrowings divided by total equity as of the end of the respective year or period. 8

14 SUMMARY (6) Adjusted gearing ratio is calculated as total borrowings divided by total equity plus Preferred Shares for the respective year or period. (7) Interest coverage is calculated as profit before tax and interest expense divided by interest expense for the respective year or period. NET CURRENT LIABILITIES AND WORKING CAPITAL SUFFICIENCY As of August 31, 2011, 2012 and 2013 and May 31 and September 30, 2014, we had net current liabilities of approximately RMB752.2 million, RMB704.6 million, RMB837.6 million, RMB866.9 million and RMB389.9 million, respectively, primarily due to amounts relating to tuition fees being recognized as deferred revenue, amounts recognized as other payables and bank borrowings and the Preferred Shares we issued being recognized as a current liability. Our Preferred Shares will automatically convert into our Ordinary Shares upon the Listing. We will use approximately 24% of the proceeds from the Global Offering to repay bank loans. In addition, we recorded negative operating cash flow of approximately RMB82.0 million in the nine months ended May 31, 2014, primarily due to a decrease in deferred revenue and a decrease in other payables and accrued expenses, which represented the portion of deferred revenue and miscellaneous expenses received from students that were recognized over the period. For additional information on our liquidity position, see the sections headed Financial Information Net Current Assets and Liabilities and Financial Information Liquidity and Capital Resources in this prospectus. Our Directors believe that our cash, the anticipated cash flow from operations, bank borrowings and the net proceeds from the Global Offering will be sufficient to meet our anticipated cash needs for at least twelve months from the date of this prospectus. RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE As of June 30, 2014, our overall student enrollment was approximately 13,513, and the overall utilization rate of our schools was approximately 60.1%. Our Directors confirm that since May 31, 2014 (being the date to which the latest audited consolidated financial information of our Group was prepared) and up to the Latest Practicable Date, there had been no material change in the industry in which we operate or to our business and financial condition that would materially affect the information shown in our consolidated financial statements included in the Accountants Report set forth in Appendix I to this prospectus. During the same periods, our results of operations were largely in line with our expectations. We have prepared the consolidated financial information for the financial year ended August 31, The following tables set forth summaries of the key consolidated financial information of our Group for the years ended August 31, 2013 and Consolidated Statements of Profit and Loss and Other Comprehensive Income Year ended August 31, (RMB 000) Revenue , ,219 Cost of revenue... (305,148) (268,751) Gross profit , ,468 Operating profit (1) , ,464 Profit for the year... 40,036 33,182 Adjusted net profit (2) , ,343 Note: (1) Operating profit is calculated as gross profit minus marketing expenses, and then minus administration expenses. 9

15 SUMMARY (2) The following table reconciles our adjusted net profit for the periods presented to net profit, the most directly comparable financial measure calculated and presented in accordance with IFRS: Year ended August 31, RMB 000 RMB 000 Profit for the year... 40,036 33,182 Add: Share-based payments... 8, Change in fair value on redeemable convertible preferred shares... 91,812 63,720 Loss on modification of redeemable convertible preferred shares... 3,286 Change in fair value on warrants... 3,695 8,410 Gain on cancellation of warrants... (42,510) Adjusted net profit , ,343 Consolidated Statements of Financial Position As of August 31, (RMB 000) Current assets , ,559 Current liabilities ,382 1,263,199 Total assets... 2,007,705 1,827,888 Total liabilities... 1,504,471 1,410,246 Share capital Reserves , ,131 Total equity , ,642 See the sections headed Appendix III Consolidated Financial Information of the Company for the Financial Year Ended August 31, 2014 to this prospectus for further discussion. LISTING-RELATED EXPENSE INCURRED AND TO BE INCURRED Assuming an offer price of HK$2.65 per Share (being the mid-point of the indicative Offer Price range stated in this prospectus), the total estimated listing related expenses in relation to the Global Offering is approximately HK$92.1 million or RMB73.3 million without taking into account any additional discretionary incentive fee, of which RMB14.2 million were charged to profit and loss during the Track Record Period. For the remaining expenses, we expect to charge RMB16.9 million to our profit and loss and the balance of RMB42.2 million to be capitalized. GLOBAL OFFERING STATISTICS All statistics in the following table are based on the assumptions that (i) the Capitalization Issue and the Global Offering have been completed and 334,000,000 Shares are newly issued in the Global Offering; (ii) the Overallotment Option are not exercised; (iii) no Shares have been issued pursuant to the Pre-IPO Share Option Scheme and (iv) 1,334,000,000 Shares are issued and outstanding following the completion of the Capitalization Issue and the Global Offering. Based on an Offer Price of HK$2.23 Based on an Offer Price of HK$3.07 Market capitalization... HK$2,974.8 million HK$4,095.4 million Unaudited pro forma adjusted net tangible assets per Share... HK$1.13 HK$

16 SUMMARY For the calculation of the unaudited pro forma adjusted net tangible asset value per Share, see Appendix II Unaudited Pro Forma Financial Information to this prospectus. FUTURE PLANS AND USE OF PROCEEDS The payment and the amount of any future dividends will be at the sole discretion of our Board of Directors and will also depend on factors such as our results of operations, cash flow, capital requirements, general financial condition, contractual restrictions, future prospects and other factors that our Board of Directors deem relevant. We estimate that we will receive net proceeds from the Global Offering of approximately HK$793.0 million after deducting underwriting commission and other estimated expenses paid and payable by us in the Global Offering without taking into account any additional discretionary incentive fee, assuming no Over-allotment Option is exercised and an Offer Price of HK$2.65 per Share, being the mid-point of the indicative Offer Price range of HK$3.07 to HK$2.23 per Share. We intend to use the net proceeds we will receive from this offering for the following purposes: approximately 30% (approximately HK$237.9 million) to apply towards the expansion of our school network, in particular by developing new schools on our own in major cities in China; approximately 10% (approximately HK$79.3 million) to apply towards the maintenance, renovation and upgrade of our existing schools, such as the boys schools on our Dalian campus; approximately 26% (approximately HK$206.2 million) to apply towards the acquisition of schools, except for foreign national schools and preschools, in major cities in China to supplement our school network. We will consider various factors in selecting acquisition targets, including, among other things, the general socio-economic condition of the city in which a target school is located, the demand for international education in such city and its neighboring areas and the level of government support in promoting international education. We plan to open new schools using the premises and land acquired from the target schools. We do not intend to jointly operate such new schools with the relevant original school operators. We expect to be the sole sponsor of each of these new schools and have exclusive rights to operate each new school. We expect to consolidate the new schools into our Group using the same Contractual Arrangements. As of the Latest Practicable Date, we had not identified any specific acquisition target or confirmed the number and type of schools to be acquired or the timeframe for incurring the acquisition expenditure; approximately 24% (approximately HK$190.3 million) to repay certain of our bank loans: and approximately 10% (approximately HK$79.3 million) as our working capital. DIVIDEND POLICY We have never declared or paid any dividends on our Shares. We have no present plan to declare and pay any dividends on our shares or Shares in the near future. See the section headed Financial Information Dividend Policy in this prospectus. RISK FACTORS We believe that there are certain risks and uncertainties involved in our operations, some of which are beyond our control. Major risks we face include, among others, the following: Our business depends in large part on the number of students we are able to enroll in our schools; Our business depends on the market recognition of our Maple Leaf brand; Our business depends on our ability to maintain or raise the tuition levels we charge at our schools; 11