Stock Code : 8160 - goldwayedugp.com

1 Goldway Education Group Limited(incorporated in the Cayman Islands with limited liability)SponsorBookrunnerKingsway Capital LimitedCSL Securities LimitedStock code : 8160 Goldway Education Group LimitedLISTING BY WAY OFSHARE OFFERJ oint Lead ManagersCSL Securities LimitedKingsway Financial Services Group LimitedGoldway Education Group LimitedIf you are in any doubt about any of the contents of this prospectus, you should obtain independent professional Education Group Limited *(incorporated in the Cayman Islands with limited liability)LISTING BY WAY OF SHARE OFFERON THE GROWTH ENTERPRISE MARKET OFTHE Stock EXCHANGE OF HONG KONG LIMITEDN umber of Offer Shares : 150,000,000 Shares (subject to the Offer SizeAdjustment Option)Number of Placing Shares : 135,000,000 Shares (subject to reallocation and theOffer Size Adjustment Option)Number of Public Offer Shares : 15,000,000 Shares (subject to reallocation)Offer Price : Not more than HK$ per Offer Share andexpected to be not less than HK$ per OfferShare, plus brokerage of 1%, SFC transactionlevy of and Stock Exchange trading feeof (payable in full on application inHong Kong dollars and subject to refund)Nominal value : HK$ eachStock code .

2 8160 SponsorKingsway Capital LimitedBookrunnerCSL Securities LimitedJoint Lead ManagersCSL Securities LimitedKingsway Financial Services Group LimitedHong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing CompanyLimited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaimany liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this copy of this prospectus, having attached thereto the documents specified in the paragraph headed Documents delivered to the Registrar of Companies in HongKong in Appendix V, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up andMiscellaneous Provisions) Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and theRegistrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to Offer Price is expected to be fixed by agreement between the Joint Lead Managers (for themselves and on behalf of the other Underwriters) and our Companyon the Price Determination Date, which is expected to be on or around Wednesday, 23 November 2016.

3 The Offer Price will not be more than HK$ per OfferShare and is currently expected to be not less than HK$ per Offer Share. If, for any reason, the Offer Price is not agreed by Wednesday, 23 November 2016between Joint Lead Managers (for themselves and on behalf of the other Underwriters) and our Company, the Share Offer will not proceed and will lapse. Inthecase of such event, a notice will be published on the website of the Stock Exchange our Company s website Joint Lead Managers (for themselves and on behalf of the other Underwriters), with the consent of our Company, may extend or reduce the indicative OfferPrice range stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Public Offer. In such a case,anoticeof the extension or reduction in the indicative Offer Price range will be published on the Stock Exchange s website our Company swebsite later than the morning of the last day for lodging applications under the Public Offer.

4 Further details are set out in thesections headed Structure and the conditions of the Share Offer and How to apply for Public Offer Shares of this to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factorsset out in the section headed Risk factors in this obligations of the Public Offer Underwriters under the Public Offer Underwriting Agreement to subscribe for, and to procure applicants for the subscriptionfor, the Public Offer Shares, are subject to termination by the Joint Lead Managers if certain grounds arise prior to 8: 00 on the day that trading inthe OfferShares commences on the Stock Exchange. Such grounds are set out in the section headed Underwriting Underwriting arrangement and expenses Groundsfor Termination of this prospectus. It is important that you refer to that section for further Offer Shares have not been and will not be registered under the US 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 pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the USSecurities Act and applicable US state securities laws.

5 The Offer Shares arebeing offered and sold outside the United States in reliance on Regulation S under theUS Securities Act and the applicable laws of each jurisdiction where those offers and sales November 2016 GEM has been positioned as a market designed to accommodate companies to which ahigher investment risk may be attached than other companies listed on the Stock investors should be aware of the potential risks of investing in suchcompanies and should make the decision to invest only after due and careful greater risk profile and other characteristics of GEM mean that it is a market moresuited to professional and other sophisticated the emerging nature of companies listed on GEM, there is a risk that securitiestraded on GEM may be more susceptible to high market volatility than securities traded onthe Main Board of the Stock Exchange and no assurance is given that there will be a liquidmarket in the securities traded on principal means of information dissemination on GEM is publication on theInternet website operated by the Stock Exchange.

6 Listed companies are not generallyrequired to issue paid announcements in gazetted newspaper. Accordingly, prospectiveinvestors should note that they need to have access to the Stock Exchange s website in order to obtain up-to-date information on GEM-listed OF GEM i If there is any change in the following expected timetable, we will issue an announcementon the website of our Company at and the website of the StockExchange at (1)2016 Public Offer commences andWHITEandYELLOWA pplication Forms available from .. 9: 00 on Thursday, 17 NovemberApplication lists of Public Offer open(Note 2).. 11 ,22 NovemberLatest time for lodgingWHITEandYELLOWA pplicationForms .. 12:00noononTuesday,22 NovemberLatest time to giveelectronic application instructionsto HKSCC(Note 3).. 12:00noononTuesday,22 NovemberApplication lists of Public Offer close(Note 2).. 12:00noononTuesday,22 NovemberExpected Price Determination Date on or before(Note 4).

7 Wednesday,23 NovemberAnnouncement of the final Offer Price, indications of the levelsof interest in the Placing, the levels of applicationsof the Public Offer and the basis of allotment and the resultsof applications in the Public Offer to be published on the websiteof the Stock Exchange our Company swebsite .. Thursday,1 DecemberAnnouncement of results of allocations in the Public Offer(with successful applicants identification document numbers,where appropriate) to be available through a variety of channelsincluding our Company s website the website of the Stock Exchange (for further details, please see the section headed How toapply for Public Offer Shares 10. Publication of results ofthisprospectus)onorbefore .. Thursday,1 DecemberResults of allocations in the Public Offer will be searchbyID functionon .. Thursday,1 DecemberDespatch/collection of refund cheques in respect of wholly or partiallyunsuccessful applications pursuant to the Public Offer onor before(Notes 5 to 8).

8 Thursday,1 DecemberEXPECTED TIMETABLE ii Date(1)2016 Despatch/collection of share certificates in respect ofwholly or partially successful applications pursuant tothe Public Offer on or before(Notes 5 to 9).. Thursday,1 DecemberDealings in Shares on GEM expected to commenceat9 .. Friday,2 DecemberNotes:1. All dates and times refer to Hong Kong local dates and times, except as otherwise If there is a black rainstorm warning or a tropical cyclone warning signal number 8 or above in force inHong Kong at any time between 9: 00 and 12: 00 noon on Tuesday, 22 November 2016, theapplication lists will not open and close on that day. For further details, please see the section headed How to apply for Public Offer Shares 9. Effect of bad weather on the opening of the application lists of this Applicants who apply for Public Offer Shares by givingelectronic application instructionsto HKSCC should refer to the paragraph headed How to apply for Public Offer Shares 5.

9 Applying by givingelectronic application instructionsto HKSCC via CCASS of this The Price Determination Date is expected to be on or before Wednesday, 23 November 2016. If ourCompany and the Joint Lead Managers (for themselves and on behalf of the Underwriters) are unable toreach an agreement on the Offer Price by the Price Determination Date or such later date as may be agreedbetween our Company and the Joint Lead Managers (for themselves and on behalf of the Underwriters),the Share Offer will not become unconditional and will not Share certificates for the Public Offer Shares are expected to be issued on or before Thursday, 1 December2016 but will only become valid certificates of title at 8: 00 on Friday, 2 December 2016 provided that(a) the Share Offer has become unconditional in all respects; and (b) none of the Underwriting Agreementshas been terminated in accordance with its Applicants for 1,000,000 Public Offer Shares or more onWHITEA pplication Form(s) may collect theirrefund cheques (where relevant) and/or share certificates (where relevant) personally from our Hong KongBranch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen sRoad East, Hong Kong, from 9: 00 to 1: 00 on Thursday, 1 December 2016 or any other day asannounced by us as the date of despatch/collectof share certificates/refund who are eligible for personal collection must not authorise any other person(s) to makecollection on their behalf.

10 Corporate applicants which opt for personal collection must attend by theirauthorised representative(s) bearing a letter of authorisation from such corporation(s)stamped with thecorporation s chop. Both individualsand authorised representatives (ifapplicable) must produce, at thetime of collection, evidence of identity acceptable to our Hong Kong Branch Share TIMETABLE iii 7. Applicants for 1,000,000 Public Offer Shares or more onYELLOWA pplication Forms may collect theirrefund cheques, if any, in person but may not collect their share certificates personally, which will bedeposited into CCASS for the credit of their designated CCASS Participants Stock accounts or CCASSI nvestor Participants Stock accounts, as appropriated. The procedures for collection of refund chequesforYELLOWA pplication Form applicants are the same as those forWHITEA pplication Uncollected share certificates and refund cheques (if any) will be despatched by ordinary post at theapplicant s own risk to the address specified in the relevant Application Form.