This press release is not for 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) or any other jurisdiction outside Hong Kong. This press release does not, and is not intended to be or constitute an offer to sell, or an invitation or solicitation of an offer to buy or subscribe for, the securities of BabyTree Group in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws of the United States and may not be offered and sold within the United States absent an applicable exemption from the registration requirements of the Securities Act. , nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities referred to herein have not been and will not be registered under the applicable securities laws of the PRC, Japan or Canada. No public offering of the securities referred to herein will be made in the United States, or in any jurisdiction outside of Hong Kong.

The price of the Shares of the Company may be stabilized in accordance with the Securities and Futures (Price Stabilization) Rules. The details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) will be contained in the prospectus of the Company dated November 15, 2018.

You are cautioned not to place undue reliance on the forward-looking statements (if any) contained herein. We can give no assurance that these forward-looking statements will prove to have been correct. Expectations reflected in these forward-looking statements are subject to change and we undertake no obligation to update or revise any forward-looking statements herein.

[For Immediate Release]November 14, 2018  

BabyTree Group

寶寶樹集團

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1761)

Global Offering

(November 14, 2018 - Hong Kong) The largest and most active maternity and child focused community platforms in China  — BabyTree Group (“BabyTree” or the “Company”, stock code: 1761) today announces the details of its global offering and the listing of its shares  (“Global Offering”) on the Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).  

The Global Offering of BabyTree Group comprises a total of 250,323,000 Shares (subject to the Over-allotment Option), comprising the Hong Kong Public Offering of initially 25,032,500 Shares (subject to adjustment) in Hong Kong and the International Offering of initially 225,290,500 Shares subject to adjustment and the Over-allotment Option). The indicative Offer Price range is HK$6.80 to HK$8.80 per Share.

The Hong Kong Public Offering will commence at 9:00 a.m. on November 15, 2018 (Thursday) and is expected to close at 12:00 noon on November 20, 2018 (Tuesday) (latest time to complete electronic applications under White Form eIPO is at 11:30 a.m. on November 20, 2018 (Tuesday)). Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on November 27, 2018 (Tuesday). The Shares of the Company will be traded in board lots of 500 Shares each. The stock code of the Shares of the Company on the Main Board of the Stock Exchange of Hong Kong Limited is 1761.

Based on the mid-point Offer Price of HK$7.80 (being the mid-point of the indicative Offer Price range), and assuming the Over-allotment Option is not exercised. The Company will receive net proceeds from the Global Offering of approximately HK$1,851.4 million after deduction of underwriting fees and other estimated expenses in connection with the Global Offering.

The Company intends to use the net proceeds from the Global Offering for the following purposes:

l  Approximately 30% (approximately HK$555.4 million) is expected to fund its business expansion;

l  Approximately 30% (approximately HK$555.4 million) is expected to be used in research and development activities;

l  Approximately 30% (approximately HK$555.4 million) is expected to fund its future investments, acquisitions and strategic alliances;

l  Approximately 10% (approximately HK$185.1 million) is expected to be used for working capital and other general corporate purposes.

Mr. Wang Huainan Founder, Chairman and Chief Executive Officer of the BabyTree Group said: “We launched babytree.com in 2007 to create an online destination for expecting parents and young parents in China to communicate with each other and find the best pregnancy and parenting advice. Over a journey of 11 years, we have become the largest and most active maternity and child focused community platforms in China by MAU, dedicated to connecting and serving young families and built the most trusted brand among M&C online platforms in China. In the future, we plan to solidify industry leadership through product optimization and user life cycle extension; Continue to leverage business model and deepen monetization efforts; Continue to invest in research and development  and strengthen data analytical and technological capabilities and; Expand into related businesses and the global markets.”

Morgan Stanley Asia Limited, Haitong International Capital Limited and China Merchants Securities (HK) Co., Limited are the Joint Sponsors of the Global Offering; Morgan Stanley Asia Limited, UBS AG Hong Kong Branch, Haitong International Securities Company Limited and China Merchants Securities (HK) Co., Limited are the Joint Global Coordinators; Morgan Stanley Asia Limited (in relation to the Hong Kong Public Offering only), Morgan Stanley & Co. International plc (in relation to the International Offering only), UBS AG Hong Kong Branch, Haitong International Securities Company Limited, China Merchants Securities (HK) Co., Limited, Fosun Hani Securities Limited and AMTD Global Markets Limited are the Joint Lead Managers and Joint Bookrunners; UBS AG Hong Kong Branch is the Lead Financial Advisor; Fosun Hani Securities Limited is the Co Financial Advisor.

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About BabyTree Group

BabyTree Group (“BabyTree” or the “Company”) is a pioneer in developing an online community focused on young families in China in 2007. It has become the largest and most active M&C-focused community platforms in China, dedicated to connecting and serving young families by an average 139.0 million total MAUs in 2017. Strong social features and high-quality content are the two pillars of its community platform on which it offers a comprehensive suite of products and services that serve the four essential needs of China’s young families: learning, sharing, recording and shopping. Over a journey of 11 years, the Company has built the most trusted brand among M&C online platforms in China. BabyTree’s primary platforms are Babytree Parenting, the flagship platform; WeTime, a social recording medium and an online depositary of early education content and tools; and Meitun Mama, an M&C product-focused e-commerce platform.

This press release is issued by Wonderful Sky Financial Group Ltd. on behalf of BabyTree Group.

For further information, please contact:

Wonderful Sky Financial Group Company Ltd.

Judith Yu / Liting Chen /Joanne Liu / Angie Li

Tel: 3970 2122 / 3970 2215 / 3757 4739 / 3970 2273 

Email: judithyu@wsfg.hk /litingchen@wsfg.hk/ po@wsfg.hk

Important:

 1. This press release is not for publication or distribution, directly or indirectly, in, into or from other jurisdictions outside Hong Kong. This press release is for information purposes only and does not constitute or include any recommendation or invitation or offer for acquisition, purchase or subscription of the securities of BabyTree Group nor does it intend to act as a recommendation of the sale of securities or any invitation or offer for acquisition, purchase or subscription of securities. Investors should read the prospectus of the Company for detailed information about the Company and the proposed offering before deciding whether or not to purchase any securities of the Company. An application to subscribe for the shares referred to in this press release by any persons shall be made solely based on the prospectus and the application forms to be issued by the Company on November 15, 2018.

2. No application for the shares of the Company should be made by any person nor would such application be accepted without the completion of a formal application form or other application procedure that is issued with or in respect of the shares of the Company.