POS EX

As filed with the Securities and Exchange Commission on June 10, 2015

Registration No. 333-201263

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hailiang Education Group Inc.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands	8200	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

386, Jiefangbei Road

Diankou Town, Zhuji

Zhejiang Province, PRC 311814

+86-575-8706-9788

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, New York 10036-8401

+1-800-927-9800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
David T. Zhang, Esq. Benjamin Su, Esq. Kirkland & Ellis International LLP c/o 26/F, Gloucester Tower, The Landmark 15 Queen’s Road Central Hong Kong +852-3761-3318	Fang Liu, Esq. Mei & Mark LLP 818 18th Street NW Suite 410, Washington, DC 20006 +1-202-567-6417

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.  x 333-201263

EXPLANATORY NOTE

The sole purpose of this post-effective amendment No. 1 (“Post-Effective Amendment No. 1”) to the Registration Statement on Form F-1 of Hailiang Education Group Inc. (File No. 333-201263), as amended (the “Registration Statement”), is to file Exhibit 10.16 hereto. No changes or additions are being made hereby to the prospectus which forms a part of the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of the facing page, this explanatory note and Part II of the Registration Statement.

The Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”) on June 9, 2015. In accordance with Rule 462(d) of the Securities Act of 1933, as amended, this Post-Effective Amendment shall become effective immediately upon filing with the SEC.

Part II

Information not Required in Prospectus

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Under our post-offering amended and restated articles of association, which will become effective immediately upon the completion of this offering, we will provide for indemnification of officers and directors for costs, charges, expenses, judgments, losses, damages or liabilities sustained by such persons in connection with actions or proceedings to which they are a party or are threatened to be made a party by reason of their acting as our directors or officers, other than as a result of such person’s actual fraud or willful default.

Pursuant to the indemnification agreement, the form of which is filed as Exhibit 10.2 to this registration statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities

During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that the following issuance was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or under Section 4(2) of the Securities Act regarding transactions not involving a public offering. No underwriters were involved in the issuance.

On December 23, 2014, we effected a 1-to-10 share split, following which each share of par value US$0.001 in our share capital was subdivided into ten shares, each of par value US$0.0001. The following numbers have been adjusted to reflect the share split.

Purchaser	Date of sale or issuance		Type and number of securities	Consideration (US$)	Underwriting discount and commission
Maxida International Company Limited		March 23, 2012	5,000,000 ordinary shares	3,000,000	N/A

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits

See the Exhibit Index for a complete list of all exhibits filed as part of this registration, which Exhibit Index is incorporated herein by reference.

(b) Financial statement schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

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Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Zhejiang, People’s Republic of China, on June 10, 2015.

Hailiang Education Group Inc.
By:	/s/ Ming Wang
	Name:	Ming Wang
	Title:	Chairman and chief executive officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ming Wang Name: Ming Wang	Chairman and chief executive officer (principal executive officer)	June 10, 2015
/s/ Lei Chen Name: Lei Chen	Chief financial officer	June 10, 2015
/s/ * Name: Ying Xin	Director and principal general	June 10, 2015
/s/ * Name: Jin Xie	Director and vice principal (human resources and student affairs)	June 10, 2015
/s/ * Name: Yejun Yu	Director and financial manager	June 10, 2015
	Director
Name: Ken He
	Director
Name: Xiaohua Gu
	Director
Name: Fang Chu

* By:	/s/ Ming Wang
Name: Ming Wang Attorney-in-Fact

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Signature of Authorized Representative in the United States

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Hailiang Education Group Inc. has signed this registration statement or amendment thereto in Newark, Delaware, on June 10, 2015.

By:	/s/ Donald J. Puglisi
	Name: Donald J. Puglisi
	Title: Managing Director, Puglisi & Associates

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Exhibit Index

Exhibit number	Description of document
1.1†	Form of Underwriting Agreement
3.1†	Amended and Restated Memorandum of Association of the Registrant, as currently in effect
3.2†	Amended and Restated Articles of Association of the Registrant, as currently in effect
3.3†	Form of Amended and Restated Articles of Association of the Registrant, effective upon completion of this offering
4.1†	Form of the Registrant’s American depositary receipt (included in Exhibit 4.3)
4.2†	Registrant’s Specimen Certificate for Ordinary Shares
4.3†	Form of Deposit Agreement between the Registrant, the depositary and holders and beneficial owners of the American depositary shares
5.1†	Opinion of Conyers Dill & Pearman regarding the validity of ordinary shares being registered
8.1†	Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
8.2†	Opinion of Kirkland & Ellis LLP regarding certain United States federal tax matters
10.1†	Form of Employment Agreement between the Registrant and the executive officers of the Registrant
10.2†	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
10.3†	English translation of Equity Pledge Agreement among Hailiang Consulting, Mr. Feng and Hailiang Investment, dated December 31, 2013
10.4†	English translation of Call Option Agreement among Hailiang Consulting, Hailiang Investment and Mr. Feng, dated December 31, 2013
10.5†	English translation of Power of Attorney from Mr. Feng, dated December 31, 2013
10.6†	English translation of Consulting Services Agreement among Hailiang Consulting, Hailiang Investment, Hailiang Investment’s affiliates and Mr. Feng, dated December 31, 2013
10.7†	English translation of Property Lease Agreement between Zhejiang Hailiang Education Group Ltd. and Zhuji Hailiang Foreign Language School, dated June 30, 2009
10.8†	English translation of Property Lease Agreement between Zhejiang Hailiang Education Group Ltd. and Zhuji Private High School, dated June 30, 2005
10.9†	English translation of Supplemental Agreement to Property Lease Agreement between Zhejiang Hailiang Education Group Ltd. and Zhuji Private High School, dated June 30, 2012
10.10†	English translation of Property Lease Agreement between Zhejiang Hailiang Education Group Ltd. and Tianma Experimental School, dated June 30, 2009
10.11†	English translation of Property Lease Cooperation Agreement among Zhejiang Hailiang Education Group Ltd., Zhuji Private High School. Hailiang Group and Mr. Feng, dated November 13, 2014
10.12†	English translation of Decoration and Renovation Project Execution Contract between Zhuji Private High School and Heng Zhong Da Construction Limited Company, dated November 13, 2014
10.13†	English translation of Guarantee Letter made by Hailiang Group, dated September 29, 2014
10.14†	English translation of Guarantee Letter made by Mr. Feng, dated September 29, 2014

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Exhibit number	Description of document
10.15†	Amended and Restated Escrow Agreement among the Registrant, Network 1 Financial Securities, Inc. and Continental Stock Transfer & Trust Company, dated June 2, 2015
10.16	Amendment to the Amended and Restated Escrow Agreement among the Registrant, Network 1 Financial Securities, Inc. and Continental Stock Transfer & Trust Company, dated June 10, 2015
21.1†	List of subsidiaries of the Registrant
23.1†	Consent of KPMG Huazhen (SGP)
23.2†	Consent of Conyers Dill & Pearman (included in Exhibits 5.1 and 8.1)
23.3†	Consent of Kirkland & Ellis LLP (included in Exhibit 8.2)
23.4†	Consent of AllBright Law Offices (included in Exhibit 99.2)
23.5†	Consent of CCID Consulting Co., Ltd.
24.1†	Powers of Attorney (included on the signature page to this Registration Statement)
99.1†	Code of Business Conduct and Ethics of the Registrant
99.2†	Opinion of AllBright Law Offices regarding certain PRC law matters
99.3†	Consent of Ken He
99.4†	Consent of Xiaohua Gu
99.5†	Consent of Fang Chu

† Filed previously.

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EX-10.16

Exhibit 10.16

AMENDMENT TO THE AMENDED AND RESTATED ESCROW AGREEMENT

THIS AMENDMENT TO THE AMENDED AND RESTATED ESCROW AGREEMENT, dated as of June 10, 2015 (this “Amendment”), is entered into by and among Hailiang Education Group, Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet attached to the Escrow Agreement (as defined below) and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004 (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Escrow Agreement.

BACKGROUND

The Issuer, the Underwriter and the Escrow Agent are parties to that certain Amended and Restated Escrow Agreement, dated as of June 2, 2015 (the “Escrow Agreement”). The parties to this Amendment wish to amend certain provision of the Escrow Agreement as set forth in this Amendment. Section 6 of the Escrow Agreement provides that the Escrow Agreement may be altered or amended only with the written consent of the Issuer, the Underwriter and the Escrow Agent. This Amendment constitutes a written agreement signed by the necessary parties in order to effectuate the amendments to the Escrow Agreement specified below.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1 Amendment to the Escrow Agreement. The parties hereto agree that the Escrow Agreement shall be amended as set forth in this Section 1.1. Section 3.1 of the Escrow Agreement is hereby amended and restated in its entirety as follows:

“The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies are received. Upon the Escrow Agent’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to “CST&T Hailiang Education Group Inc. Escrow Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement.”

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Section 1.2 Entire Agreement. This Amendment along with the Escrow Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Amendment.

Section 1.3 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

THE ISSUER		CONTINENTAL STOCK TRANSFER & TRUST COMPANY
HAILIANG EDUCATION GROUP INC.
By:	/s/ Ming Wang	By:	/s/ Cynthia Jordan
	Name: Ming Wang		Name: Cynthia Jordan
	Title: Chief Executive Officer		Title: Vice President
THE UNDERWRITER NETWORK 1 FINANCIAL SECURITIES, INC.
By:	/s/ Damon Testaverde
	Name: Damon Testaverde
	Title: Managing Director

Signature Page to the Amendment to Escrow Agreement