Chen Lin Education Group Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chen Lin Education Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Chen Lin Education Group Holdings Limited 辰 林 教 育 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1593)

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES,

(2) RE-ELECTION OF RETIRING DIRECTORS,

(3) DECLARATION OF FINAL DIVIDEND AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Chen Lin Education Group Holdings Limited to be held at Unit 2503, 25th Floor, Office Tower 1, The Harbourfront, Hung Hom, Kowloon, Hong Kong on Tuesday, 30 June 2020 at 3:00 p.m., at which, among other things, the above proposals will be considered and approved, is set out on pages 18 to 21 of this circular.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Practical measures will be taken to try to avoid the spread of COVID-19 at the Annual General Meeting, including:

• . Compulsory temperature checks and health declarations for all attendees, including Directors and Shareholders

• . Prohibition from attendance at the Annual General Meeting if the attendee has a fever. Persons exhibiting flulike symptoms may also be refused admittance to the venue of the Annual General Meeting

• . Compulsory wearing of surgical face masks throughout the Annual General Meeting

• . Maintaining proper distance between seats

• . No refreshments will be served at the Annual General Meeting

Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

24 April 2020

CONTENTS

		Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	— Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . .	9
Appendix II	— Details of the Directors proposed to be re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18

– i –

RESPONSIBILITY STATEMENT

This circular, for which the Directors (as defined herein) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘AGM’’ or ‘‘Annual General Meeting’’

• the annual general meeting of the Company to be convened and held at Unit 2503, 25th Floor, Office Tower 1, The Harbourfront, Hung Hom, Kowloon, Hong Kong on Tuesday, 30 June 2020 at 3:00 p.m.

• ‘‘Articles’’ or ‘‘Articles of Association’’

• the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

• ‘‘Board’’

• the board of Directors

• ‘‘Chen Lin Elite Holdings’’

• Chen Lin Elite Holdings Limited, a company incorporated under the laws of the British Virgin Islands on 5 July 2018 and wholly-owned by Huangyulin Holdings

• ‘‘China’’ or ‘‘the PRC’’

• the People’s Republic of China and for the purposes of this circular only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan

• ‘‘close associate(s)’’

• has the meaning as defined under the Listing Rules

• ‘‘Controlling Shareholder(s)’’

• has the meaning ascribed to it under the Listing Rules and, unless the context otherwise requires, refers to Mr. Huang, Huangyulin Holdings and Chen Lin Elite Holdings

• ‘‘Company’’ or ‘‘our Company’’ Chen Lin Education Group Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability on 25 May 2018 and listed on the Stock Exchange on 13 December 2019 (stock code: 1593)

• ‘‘Companies Law’’ the Companies Law (2020 Revision) of the Cayman Islands, as amended supplemental or otherwise modified from time to time

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Global Offering’’

• the Hong Kong Public Offering and the International Offering

• ‘‘Group’’ or ‘‘our Group’’

• the Company and all of its subsidiaries and consolidated affiliated entities

• ‘‘Hong Kong’’ or ‘‘HK’’ the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘Hong Kong Public Offering’’ the conditional offering by the Company of 31,798,000 offer Shares for subscription in Hong Kong at the offer price of HK$2.20 per Share and subject to the terms and conditions as described in the Prospectus

• ‘‘Huangyulin Holdings’’ Huangyulin Holdings Limited, a company incorporated under the laws of the British Virgin Islands on 22 May 2018 and wholly-owned by Mr. Huang

• International Offering’’

• the conditional placing of the 218,202,000 offer Shares, at the offer price of HK$2.20 per Share with professional, institutional and individual investors by the underwriters on behalf of the Company

• ‘‘Issue Mandate’’

• a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

• ‘‘Latest Practicable Date’’

• 15 April 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Date’’

• 13 December 2019, being the date of listing of Shares on the Stock Exchange

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Mr. Huang’’

• Mr. HUANG Yulin (黃玉林), one of the Controlling Shareholders, the chairman of the Board and an executive Director

• ‘‘Nanchang Di Guan’’ Nanchang Di Guan Education Consultancy Co., Ltd. (南昌 迪冠教育諮詢有限公司)*, a company established under the laws of the PRC with limited liability on 17 September 2009, the sponsor of the School

• ‘‘Prospectus’’

• prospectus of the Company dated 27 November 2019

– 2 –

DEFINITIONS

• ‘‘Repurchase Mandate’’ a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

• ‘‘School’’ Jiangxi University of Applied Science* (江西應用科技學 院), a private institution which offers both undergraduate and junior college programs, established on 11 April 2002, and the sponsor of which is Nanchang Di Guan, one of its consolidated affiliated entities

• ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.0001 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ the Hong Kong Codes on Takeovers and Mergers and Share Buyback issued by the SFC, as amend, supplement or otherwise modified from time to time

• ‘‘HK$’’ and ‘‘cents’’ Hong Kong dollars and cents, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

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Chen Lin Education Group Holdings Limited 辰 林 教 育 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1593)

Executive Directors: Mr. HUANG Yulin (chairman) Mr. HUANG Boqi (chief executive officer) Mr. ZHENG Junhui Mr. LI Cunyi Mr. BAU Siu Fung Mr. WANG Li Ms. GAN Tian

Independent Non-executive Directors: Mr. CHAN Hon Ki Mr. CHEN Wanlong Mr. HUANG Juyun Mr. WANG Donglin

Registered office: Cayman Corporate Centre 27 Hospital Road George Town Grand Cayman KY1-9008 Cayman Islands

Principal Place of Business in Hong Kong: 40th Floor, Sunlight Tower 248 Queen’s Road East Wanchai Hong Kong

24 April 2020

To the Shareholders

Dear Sir or Madam,

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) DECLARATION OF FINAL DIVIDEND AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors of the Issue Mandate and the Repurchase Mandate; (ii) the re-election of retiring Directors; and (iii) the declaration of final dividend, and to give you the notice of the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATES

Pursuant to the written resolutions of the then Shareholders passed on 18 November 2019, the Directors were granted by the then Shareholders (i) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares of the Company in issue immediately following the completion of the Global Offering; (ii) a general unconditional mandate to repurchase Shares up to 10% of the aggregate number of Shares of the Company in issue immediately following the completion of the Global Offering; and (iii) to extend the general mandate mentioned in (i) above by the addition of an amount representing the aggregate number of Shares of the Company repurchased by the Company pursuant to the mandate to repurchase Shares referred to (ii) above.

The above general mandates will continue in force until (i) the conclusion of the AGM; or (ii) the date by which the AGM is required by the Articles or any applicable law(s); or (iii) the revocation or variation by ordinary resolution of the Shareholders in general meeting, whichever occurs first. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions numbered 4 to 6 set out in the notice of AGM on pages 18 to 21 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.

As at the Latest Practicable Date, the number of issued Shares of the Company was 1,000,000,000 Shares, assuming that no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant to the Directors an authority to issue up to 200,000,000 Shares.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

According to Article 108(a) of the Articles of Association, not less than one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company and the retiring Directors shall be eligible for re-election. In accordance with Article 108(a) of the Articles of Association, Mr. Huang and Mr. Zheng Junhui, shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election as Directors thereat.

According to Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election at such meeting. In

– 5 –

LETTER FROM THE BOARD

accordance with Article 112, Mr. Huang Boqi, Mr. Chan Hon Ki, Mr. Chen Wanlong, Mr. Huang Juyun and Mr. Wang Donglin shall hold office till the Annual General Meeting and be eligible, have offered themselves for re-election at the Annual General Meeting.

Details of the above named Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

At the AGM, the re-election of the retiring Directors will be voted on individually by a separate resolution as set out in the notice convening the AGM.

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

The nomination committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:

• (a) identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company’s board diversity policy, the requirements in the Company’s constitution, the Listing Rules and applicable laws and regulations, and the relevant candidates’ contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;

• (b) assess the independence of independent non-executive Director to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the nomination committee or the Board. If a proposed independent non-executive Director will be holding their seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and

• (c) develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.

RECOMMENDATION OF THE NOMINATION COMMITTEE

The nomination committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of with reference to the nomination principles and criteria set out in the Company’s board diversity policy and director nomination policy and the Company’s corporate strategy, and the independence of all independent non-executive Directors. The nomination committee has recommended to the Board on re-election of Mr. Chan Hoi Ki, Mr. Chen Wanlong, Mr. Huang Juyun and Mr. Wang Donglin who are due to retire at the Annual General Meeting. The Company considers that Mr. Chan Hoi Ki, Mr. Chen Wanlong, Mr. Huang Juyun and Mr. Wang Donglin are independent in accordance with the

– 6 –

LETTER FROM THE BOARD

independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the retiring Directors as proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

FINAL DIVIDEND

The Board has recommended the payment of a final dividend of RMB0.0188 (equivalent to HK$0.0207) per Share for the year ended 2019 to Shareholders whose names appear on the Company’s register of members on Monday, 6 July 2020 (the ‘‘Proposed Final Dividend’’). An ordinary resolution will be proposed at the AGM for Shareholder’s consideration and approval. Subject to approval of Shareholders at the AGM, the Proposed Final Dividend will be paid on or around Monday, 20 July 2020.

ANNUAL GENERAL MEETING

Set out on pages 18 to 21 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Repurchase Mandate, re-election of Directors, and the Proposed Final Dividend.

A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.

CLOSURE OF REGISTER OF MEMBERS

In order to ascertain Shareholder’s entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 24 June 2020 to Tuesday, 30 June 2020, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to qualify for attending and voting at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 23 June 2020.

– 7 –

LETTER FROM THE BOARD

For the purpose of determining the entitlement to the Proposed Final Dividend, the register of members of the Company will be closed from Tuesday, 7 July 2020 to Thursday, 9 July 2020, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to be entitled to the Proposed Final Dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 6 July 2020.

RECOMMENDATION

The Board considers that the ordinary resolutions in relation to (i) the granting to the Directors of the Issue Mandate and the Repurchase Mandate, (ii) the re-election of retiring Directors, and (iii) the declaration of final dividend; to be proposed at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.

GENERAL

Your attention is also drawn to the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By Order of the Board Chen Lin Education Group Holdings Limited HUANG Yulin Chairman

– 8 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares. Subject to the passing of the resolution for repurchase of Shares and on the basis of no further new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 100,000,000 Shares, representing 10% of the existing issued Shares as at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share of the Company and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES OF SHARES

Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Law, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Law, out of capital.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2019 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.

– 9 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the period from the Listing Date up to the Latest Practicable Date were as follows:

	Shares	Prices
	Highest	Lowest
	HK$	HK$
2019
December (since the Listing Date)	2.18	1.92
2020
January	2.22	1.80
February	2.25	1.95
March	2.39	2.03
April (up to the Latest Practicable Date)	2.47	2.17

7. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Director, Mr. Huang is interested in 555,000,000 Shares held through his wholly-owned holding company, Huangyulin Holdings and Chen Lin Elite Holdings, which represents approximately 55.50% of the issued share capital of the Company. In the event that the Directors exercise in full power to repurchase Shares under the Repurchase Mandate, then the attributable interest of Mr. Huang would be increased from 55.50% to approximately 61.67% of the total number of

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EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

Shares in issue, such increase would not give rise to a general offer obligation under the Takeovers Code. The Directors have no present intention to effect repurchases to such extent which would result in the number of Shares held by the public falling below the prescribed minimum percentage of 25% as required under the Listing Rules.

9. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date and up to the Latest Practicable Date.

– 11 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

The following set out the details of the Directors who retire and, being eligible, will offer themselves for re-election at the AGM pursuant to the Articles.

Executive Directors

Mr. Huang Yulin (黃玉林), aged 58, is our executive Director and the chairman of our Board. Mr. Huang is responsible for the overall management, strategic planning and decisionmaking of our Group. Mr. Huang is also the chairman of the board of directors of the School. Mr. Huang is the father-in-law of Mr. Wang Li, an executive Director of the Company.

Mr. Huang over 20 years of experience in the education industry. Prior to joining our Group, Mr. Huang worked at the Ganzhou Department of Personnel and Labour Bureau (贛州 行署勞動人事局) and acted as the legal representative and the chairman of Jiangxi Science and Engineering Specialist College (江西理工專修學院). Mr. Huang has been acting as the chairman of the board of directors of the School since 2002, where he has been in charge of the overall management of the School. Mr. Huang acted as the chief executive officer of the Company from September 2018 to August 2019.

Mr. Huang received his college diploma in government management and politics from Jiangxi Open University (江西廣播電視大學).

Mr. Huang has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2019, Mr. Huang received total emoluments of approximately RMB0.8 million which was determined by the Board on the basis of Mr. Huang’s performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.

In pursuant to Part XV of the SFO, Mr. Huang is indirectly interested in 555,000,000 Shares or underlying Shares in the Company, representing approximately 55.50% of the total number of issued Shares through his wholly-owned holding company, Huangyulin Holdings and Chen Lin Elite Holdings. In addition, Mr. Huang is also interested in 74.00% of the equity interest and the sponsor’s interest in Nanchang Di Guan and the School,within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Huang (i) has not held any directorship in any public listed companies in the past three years; (ii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iii) does not hold any other positions within our Group.

Mr. Huang has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Huang Boqi (黃伯麒), aged 55, is our executive Director and chief executive officer. Mr. Huang Boqi is primarily responsible for overseeing the management and operation of our Group’s business.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Huang Boqi has over 20 years of experience in corporate management and corporate finance. From March 1999 to February 2005, Mr. Huang Boqi acted as the general manager of Jiangxi Jin Ding Information System Co., Ltd.* (江西金鼎信息系統有限公司), a company primarily engaged in providing information technology services in the PRC. From February 2005 to March 2010, Mr. Huang Boqi served in positions including the chairman of the board of directors, executive director and chief executive director of Combest Holdings Limited (formerly known as Golding Soft Limited), a company whose shares are listed on the Stock Exchange (HK: 8190). From June 2011 to October 2014, Mr. Huang Boqi served in positions including the chairman of the board of directors, executive director and non-executive director of China Best Group Holding Limited, a company whose shares are listed on the Stock Exchange (HK: 370). From October 2014 to May 2018, Mr. Huang Boqi acted as the deputy chairman of the board of directors and executive director and chief executive officer of Green Leader Holdings Group Limited (formerly known as North Asia Resources Holdings Limited), a company whose shares are listed on the Stock Exchange (HK: 61). Mr. Huang Boqi joined our Group in June 2019 and has been acting as the chief executive officer and executive Director since August 2019.

Mr. Huang Boqi received his bachelor’s degree in Engineering from South China University of Technology (華南理工大學) (formerly known as South China Institute of Technology (華南工學院)) in July 1987 and a master’s degree in economics from Jiangxi University of Finance and Economics* (江西財經大學) in 1999.

Mr. Huang Boqi has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2019, Mr. Huang Boqi received total emoluments of approximately RMB0.9 million which was determined by the Board on the basis of Mr. Huang Boqi’s performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.

Save as disclosed above, as at the Latest Practicable Date, Mr. Huang Boqi (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

Mr. Huang Boqi has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Zheng Junhui (鄭俊輝), aged 48, is our executive Director and deputy general manager. Mr. Zheng is responsible for implementing corporate and business strategies and daily operation and management of our Group.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Zheng has over eight years of experience in the education industry. He has been acting as the general manager of Nanchang Di Guan since October 2015. Prior to joining our Group, from January 1993 to December 1998, Mr. Zheng served as an editor and the deputy director of the business development department of China Economic Times (中國經濟時報). From February 1999 to December 2002, Mr. Zheng acted as the editor-in-chief of China City Yearbook Society (中國城市年鑒社) which was an organisation under the China Urban Development Research Society (中國城市發展研究會). From October 2002 to December 2015, Mr. Zheng served as the vice president of Jiangxi Chao Xian Holdings Co., Ltd. (江西 超弦控股有限公司), where Mr. Zheng’s responsibilities include the overall management and business operation of the said company. From February 2005 to October 2006, Mr. Zheng acted as the vice president of Jiangxi Ganjiang Institute of Technology (江西贛江職業技術學 院), where his responsibilities include student admission affairs and planning admission policies. From October 2006 to December 2008, Mr. Zheng served as the vice president of Oriental Women Daily (東方女報) where he was responsible for team building and business operation of the distribution department and the advertising department. Prior to joining Jiangxi Xue Ye Tong Education Technology Co., Ltd. (江西學業通教育科技有限公司), Mr. Zheng served as the chairman of the board of Polytechnic Institute of Jiangxi Science and Technology Normal University (江西科技師範大學理工學院), where he was primarily responsible for its overall management, strategic planning, and decision-making. From November 2015 to March 2016, Mr. Zheng acted as the executive director of Jiangxi Xue Ye Tong Education Technology Co., Ltd.

Mr. Zheng received his bachelor’s degree in industrial engineering and management from Beijing Institute of Light Industry* (北京輕工業學院) in July 1992.

Mr. Zheng has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the general meeting. For the year ended 31 December 2019, Mr. Zheng received total emoluments of approximately RMB0.2 million which was determined by the Board on the basis of Mr. Zheng’s performance, responsibility, workload and the time devoted to our Group as well as the current market condition.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zheng (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

Mr. Zheng has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Independent Non-executive Directors

Mr. Chan Hon Ki (陳漢淇), aged 41, is our independent non-executive Director.

Mr. Chan has extensive experience in the field of auditing and accounting. From August 2000 to August 2003, Mr. Chan worked as auditor and accountant in several accounting firms in Hong Kong. From October 2010 to September 2011, Mr. Chan served as an assistant financial controller at Fully Foundation Limited and as a deputy financial controller at the same company from October 2011 to April 2012. From April 2012 to October 2015, Mr. Chan served as the company secretary and chief financial officer at AUX Real Estate Group Company Limited. Mr. Chan joined AUX International Holdings Limited (HK: 2080) in May 2015 and is an executive Director, finance director and a joint company secretary of the said company. He has been acting as the chief executive officer and the authorized representative of AUX International Holdings Limited since September 2019. Mr. Chan holds a bachelor’s degree in commerce from University of Canterbury, New Zealand. He is a member of the Association of Chartered Certified Accountants and a non-practising member of the Hong Kong Institute of Certified Public Accountants.

Mr. Chan has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2019, Mr. Chan received total emoluments of RMB4,000 which was determined by the Board on the basis of Mr. Chan’s performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

Mr. Chan has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Chen Wanlong (陳萬龍), aged 56, is our independent non-executive Director.

Mr. Chen has extensive experience in the education industry. From July 1986 to December 2000, Mr. Chen held various positions within Jiangxi University of Finance and Economics (江西財經大學) including the deputy head of taxation teaching and research office, head of taxation teaching and research office, deputy head of finance and economic faculty, deputy head of teaching office and head of teaching office. From December 2000 to August 2003, Mr. Chen worked as the deputy dean at Jiangxi Science and Technology Normal University (江西科技師範大學). From August 2003 to August 2006, Mr. Chen worked as the

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

dean of Jiangxi Ganjiang Vocational Institution (江西贛江職業技術學院). Mr. Chen has been working as the dean of Jiangxi Institute of Fashion Technology (江西服裝學院) since August 2006.

Mr. Chen received his bachelor’s degree in finance from Jiangxi University of Finance and Economics in July 1986, and his doctorate degree in industrial economics from the same university in January 2009.

Mr. Chen has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2019, Mr. Chen received total emoluments of RMB4,000 which was determined by the Board on the basis of Mr. Chen’s performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

Mr. Chen has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Huang Juyun (黃居鋆), aged 56, is our independent non-executive Director.

Mr. Huang Juyun served as the deputy general manager of the Sunshine Life Insurance Co., Ltd. Jiangxi Branch (陽光人壽保險股份有限公司江西分公司) from July 2009 to November 2012 and served as its general manager since November 2012, where Mr. Huang Juyun has been in charge of formulating and monitoring sales targets, improving the internal control mechanisms and managing day-to-day business operations. Prior to that, Mr. Huang Juyun held various managerial positions within different branches of Taiping Life Insurance Co., Ltd. (太平人壽保險有限公司).

Mr. Huang Juyun received his bachelor’s degree in Agricultural Management from Jiangxi Agricultural University (江西農業大學) in July 1991 and further received his doctorate degree in management studies from China University of Political Science and Law (中國政法大學) in June 2010.

Mr. Huang Juyun has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2019, Mr. Huang Juyun received total emoluments of RMB4,000 which was determined by the Board on the basis of Mr. Huang Juyun’s performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, Mr. Huang Juyun (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

Mr. Huang Juyun has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Wang Donglin (王東林), aged 65, is our independent non-executive Director.

Mr. Wang has extensive experience in the education industry. From January 1982 to September 2000, Mr. Wang held various positions, including research assistant, lecturer, associate professor and professor, in Jiangxi Normal University (江西師範大學). From September 2000 to October 2008, Mr. Wang served as the head of the culture research center (文化研究所) of Jiangxi Normal University. Since October 2008, Mr. Wang has served in positions, including as a professor, the head of culture research center, and the head of Zheng Da research center (正大研究所) of Jiangxi Normal University. Mr. Wang has been acting as the advisor to Jiangxi People’s Government since March 2017. Mr. Wang received his bachelor’s degree in History from Jiangxi Normal University in August 1982.

Mr. Wang has entered into a service contract with the Company with a term of three years, subject to retirement by rotation and re-election at the annual general meeting. For the year ended 31 December 2019, Mr. Wang received total emoluments of RMB4,000 which was determined by the Board on the basis of Mr. Wang’s performance, responsibility, workload and the time devoted to our Group, as well as the current market condition.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.

Mr. Wang has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [55 x 55] intentionally omitted <==

Chen Lin Education Group Holdings Limited 辰 林 教 育 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1593)

NOTICE IS HEREBY GIVEN THAT an annual general meeting of Chen Lin Education Group Holdings Limited (the ‘‘Company’’) will be held at Unit 2503, 25th Floor, Office Tower 1, The Harbourfront, Hung Hom, Kowloon, Hong Kong on Tuesday, 30 June 2020 at 3:00 p.m. (the ‘‘Annual General Meeting’’) to transact the following businesses:

1. To receive and approve the audited financial statements, and the directors’ report and the independent auditor’s report of the Company for the year ended 31 December 2019.

2. To re-elect directors of the Company (the ‘‘Directors’’) and authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.

3. (i) To re-elect Mr. Huang Yulin as an executive Director.

4. (ii) To re-elect Mr. Huang Boqi as an executive Director.

5. (iii) To re-elect Mr. Zheng Junhui as an executive Director.

6. (iv) To re-elect Mr. Chan Hon Ki as an independent non-executive Director.

7. (v) To re-elect Mr. Chen Wanlong as an independent non-executive Director.

8. (vi) To re-elect Mr. Huang Juyun as an independent non-executive Director.

9. (vii) To re-elect Mr. Wang Donglin as an independent non-executive Director.

10. (viii) To authorize the board to fix the Directors’ remuneration.

11. To re-appoint PricewaterhouseCoopers as the auditors of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:

‘‘THAT:

• (a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.0001 each in the share capital of the Company (the ‘‘Shares’’), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion

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NOTICE OF ANNUAL GENERAL MEETING

to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or

   • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.’’

5. ‘‘THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To declare a final dividend of RMB0.0188 (equivalent to HK$0.0207) per share for the year ended 31 December 2019.

By order of the Board Chen Lin Education Group Holdings Limited HUANG Yulin Chairman

Hong Kong, 24 April 2020

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 24 June 2020 to Tuesday, 30 June 2020, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant certificates must be lodged with the Company’s branch Shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 23 June 2020.

2. For the purpose of determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Tuesday, 7 July 2020 to Thursday, 9 July 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the proposed final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 6 July 2020.

3. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Annual General Meeting.

5. With respect to resolution no. 2 of this notice, Mr. HUANG Yulin, Mr. HUANG Boqi, Mr. ZHENG Junhui, Mr. CHAN Hon Ki, Mr. CHEN Wanlong, Mr. HUANG Juyun and Mr. WANG Donglin shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 24 April 2020.

As at the date of this notice, the Board comprises Mr. HUANG Yulin, Mr. HUANG Boqi, Mr. ZHENG Junhui, Mr. LI Cunyi, Mr. BAU Siu Fung, Mr. WANG Li and Ms. GAN Tian as executive Directors and Mr. CHAN Hon Ki, Mr. CHEN Wanlong, Mr. HUANG Juyun and Mr. WANG Donglin as independent non-executive Directors.

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