红黄蓝教育美股招股说明书(2017-09-27版)

424B4 1 a2233385z424b4.htm 424B4 Use these links to rapidly review the documentTABLE OF CONTENTS RYB EDUCATION, INC.Table of Contents Filed Pursuant to Rule 424(b)4Registration No. 333-220259 7,800,000 American Depositary Shares RYB Education, Inc. Representing 7,800,000 Class A Ordinary Shares RYB Education, Inc. is offering 5,500,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an additional 2,300,000 ADSs. We will not receive any proceeds from the sale of ADSs by the selling shareholders. This is our initial public offering and no public market currently exists for our ADSs or ordinary shares. Each ADS represents one Class A ordinary share, par value US$0.001 per share. Our ADSs have been approved for listing on the New York Stock Exchange under the symbol "RYB." We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Investing in our ADSs involves risks. See "Risk Factors" beginning on page 14.PRICE $18.50 PER ADS Price to Public UnderwritingDiscounts andCommissions(1) Proceeds to Us Proceeds toSellingShareholders Per ADS US$18.50 US$1.295 US$17.205 US$17.205 Total US$144,300,000 US$10,101,000 US$94,627,500 US$39,571,500 (1)See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. The selling shareholders have granted the underwriters the right to purchase up to an additional 1,170,000 ADSs to cover over-allotments. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Our outstanding share capital consists of Class A ordinary shares and Class B ordinary shares. Immediately prior to the completion of this offering, different voting powers will be assigned to those shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Our founders, Mr. Chimin Cao and Ms. Yanlai Shi, as well as our investor Ascendent Rainbow (Cayman) Limited, or Ascendent, will beneficially own all of our issued Class B ordinary shares. Class B ordinary shares beneficially owned by Mr. Cao, Ms. Shi and Ascendent immediately after the completion of this offering will constitute approximately 64.0% of our total issued and outstanding share capital and 88.2% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. The underwriters expect to deliver the ADSs to purchasers on September 29, 2017. (in alphabetical order) Credit Suisse Morgan StanleyCICC BNP PARIBASSeptember 26, 2017. Table of Contents Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS Prospectus Summary 1 The Offering 8 Summary Consolidated Financial and Operating Data 10 Risk Factors 14 Special Note Regarding Forward-Looking Statements 51 Use of Proceeds 52 Dividend Policy 53 Capitalization 54 Dilution 55 Enforceability of Civil Liabilities 57 Corporate History and Structure 59 Selected Consolidated Financial and Operating Data 66 Management's Discussion and Analysis of Financial Condition and Results of Operations 70 Industry 97 Business 105 Regulation 125 Management 141 Principal and Selling Shareholders 148 Related Party Transactions 151 Description of Share Capital 152 Description of American Depositary Shares 162 Shares Eligible for Future Sale 174 Taxation 176 Underwriting 184 Expenses Related to this Offering 194 Legal Matters 195 Experts 196 Where You Can Find Additional Information 197 Index to the Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy, the ADSs, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or di