RYB红黄蓝美股首次招股说明书（2017.9）

Filed Pursuant to Rule424(b)4Registration No.333-220259 7,800,000 American Depositary Shares RYB Education,Inc. Representing 7,800,000 ClassA 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 additional2,300,000 ADSs. We will not receive any proceeds from the sale of ADSs by the sellingshareholders. This is our initial public offering and no public market currently existsfor our ADSs or ordinary shares. Each ADS represents one ClassA ordinary share, parvalue US$0.001 per share. Our ADSs have been approved for listing on the NewYork Stock Exchange under thesymbol"RYB." We are an "emerging growth company" under applicable U.S.federal securitieslaws and are eligible for reduced public company reporting requirements. Investing in our ADSs involves risks. See "Risk Factors" beginning onpage14. PRICE $18.50 PER ADS (1)See "Underwriting" for additional disclosure regarding underwriting compensation payable byus. The selling shareholders have granted the underwriters the right to purchase upto an additional 1,170,000 ADSs to cover over-allotments. Neither the UnitedStates Securities and Exchange Commission nor any otherregulatory body has approved or disapproved of these securities, or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Our outstanding share capital consists of ClassA ordinary shares and ClassBordinary shares. Immediately prior to the completion of this offering, different votingpowers will be assigned to those shares. Holders of ClassA ordinary shares and Class Bordinary shares have the same rights except for voting and conversion rights. EachClassA ordinary share is entitled to one vote, and each ClassB ordinary share isentitled to ten votes and is convertible into one ClassA ordinary share at any time bythe holder thereof. ClassA ordinary shares are not convertible into ClassB ordinaryshares under any circumstances. Our founders, Mr. Chimin Cao and Ms. Yanlai Shi, as wellas our investor Ascendent Rainbow (Cayman) Limited, or Ascendent, will beneficially ownall of our issued ClassB ordinary shares. ClassB ordinary shares beneficially owned byMr. Cao, Ms. Shi and Ascendent immediately after the completion of this offering willconstitute approximately 64.0% of our total issued and outstanding share capital and88.2% of the aggregate voting power of our total issued and outstanding share capitalimmediately after the completion of this offering, assuming the underwriters do notexercise their over-allotment option. The underwriters expect to deliver the ADSs to purchasers on September29, 2017. (in alphabetical order) Table of Contents TABLE OF CONTENTS You should rely only on the information contained in this prospectus or in anyrelated free writing prospectus. We have not authorized anyone to provide you withinformation different from that contained in this prospectus or in any related freewriting prospectus. We are offering to sell, and seeking offers to buy, the ADSs, only injurisdictions where offers and sales are permitted. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time ofdelivery of this prospectus or any sale of theADSs. We have not taken any action to permit a public offering of the ADSs outside theUnitedStates or to permit the possession or distribution of this prospectus outside theUnitedStates. Persons outside the UnitedStates who come into possession of thisprospectus must inform themselves about, and observe any restrictions relating to, theoffering of the ADSs and the distribution of the prospectus outside the UnitedStates. Until October20, 2017 (the 25thday after the date of this prospectus), alldealers that buy, sell or trade ADSs, whether or not participating in this offering, maybe required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions. Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read inconjunction with, the more detailed information and financial statements appearingelsewhere in this prospectus. In addition to this summary, we urge you to read the entireprospectus carefully, especially the risks of investing in our ADSs discussed under "RiskFactors," before deciding whether to invest in our ADSs. This prospectus containsinformation from an industry report commissioned by us and prepared by Frost& Sullivan,an independent research firm, to provide information regarding our industry and ourmarket position in China. We refer to this report as the "Frost& Sullivan Report." Our Mission and Vision Founded on the core values of "Care" and "Responsibility," our mission is toprovide individualized and age-appropriate education