China Beststudy Education Group — Capital/Financing Update 2024

Oct 28, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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**China Beststudy Education Group 卓 越 教 育 集 團 ***

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3978)

GRANT OF RESTRICTED SHARE UNITS UNDER RESTRICTED SHARE UNIT SCHEME

On 28 October 2024, the Board resolved to grant 2,767,390 RSUs to 69 employees of the Group pursuant to the RSU Scheme, subject to acceptance by the Grantees. The purpose of the Grant is to provide the Grantees with an opportunity to own equity interests in the Company, to reward them for their contributions to the Group, and to incentivise them to strive for the future development and improvement of the Group in the coming two years.

The 2,767,390 RSUs granted to the Grantees represent approximately 0.3% of the issued Shares of the Company as at the date of this announcement. The Shares underlying the Grant are and will be purchased from the open market by the Trustee, and accordingly, the Grant will not result in any dilution on the shareholdings of existing shareholders of the Company.

Details of the RSUs granted are set out as follows:

Grant date: 28 October 2024 Number of Grantees: A total of 69 employees of the Group Purchase price of RSUs granted: HK$2.97 per Share Number of RSUs granted: 2,767,390 (representing an aggregate of 2,767,390 Shares) Closing price of the Shares on HK$3.14 per Share the date of Grant:

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Vesting period of the RSUs:

• 50% of the Grant shall vest in May 2025; and

• 50% of the Grant shall vest in May 2026.

Performance targets:

The vesting of the RSUs of the Grant is subject to the achievement of certain performance indicators and other requirements set out in the respective grant letter entered into between a Grantee and the Company, including the Company’s annual results and the Grantee’s individual annual performance.

Clawback mechanisms:

If the Grantee fails to fulfil the vesting conditions applicable to the Grant, or any circumstances specified in the respective grant letter arise, any RSUs granted but not yet vested to such Grantee shall be automatically forfeited and lapsed.

Financial assistance:

The Group did not provide any financial assistance to the Grantees to facilitate the purchase of Shares under the RSU Scheme.

To the best of the Directors’ knowledge, as at the date of this announcement, none of the Grantees is (i) a Director, a chief executive or a substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the relevant class of shares in issue.

The Company has appointed Ms. Shaoping Fu as the Trustee and Soarise Bulex Limited as the nominee of the RSU Scheme to assist in the administration RSU Scheme and the vesting of RSUs.

SHARES AVAILABLE FOR FUTURE GRANT UNDER THE RSU SCHEME

The maximum number of RSUs that may be granted under the RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the rules of the RSU Scheme) shall be such number of Shares held or to be held by the Trustee for the purpose of the RSU Scheme from time to time. As at the date of this announcement, the total number of Shares held by the Trustee was 108,626,178, including 11,605,554 Shares that have been vested, pending transfer to the relevant grantees. Upon satisfaction of the relevant vesting conditions, the Trustee will transfer 2,767,390 Shares to the Grantees to satisfy the RSUs granted in full.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

mpany”China Beststudy Educationcompany incorporated in the Cacompany with limited liability oof which are listed on the Main Bector(s)”the director(s) of the Companyant”On 28 October 2024, the BoardRSUs to 69 employees of theSchemeantee(s)”69 employees of the Group wpursuant to the RSU Scheme onoup”the Company and its subsidiaries$”Hong Kong dollars, the lawful cting Rules”the Rules Governing the ListinExchangeU Scheme”the restricted share unit plan adDecember 2018, the principal teunder the section headed “Statu— D. Share Incentive SchemAppendix IV to the prospectuDecember 2018U(s)”the restricted share unit granted uare(s)”ordinary share(s) with a nominalthe share capital of the Company	Group卓越教育集團*yman Islands as an exemn 27 August 2010, the Shoard of the Stock Exchanresolved to grant 2,767,Group pursuant to the Rho were granted the R28 October 2024 urrency of Hong Kongg of Securities on the Stopted by the Company orms of which are summaritory and General Informaes — 1. RSU Schemes of the Company datednder the RSU Schemevalue of US$0.00005 eac	Group卓越教育集團*yman Islands as an exemn 27 August 2010, the Shoard of the Stock Exchanresolved to grant 2,767,Group pursuant to the Rho were granted the R28 October 2024 urrency of Hong Kongg of Securities on the Stopted by the Company orms of which are summaritory and General Informaes — 1. RSU Schemes of the Company datednder the RSU Schemevalue of US$0.00005 eac

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Trustee”

the trustee appointed by the Company for the administration of the RSU Scheme

By order of the Board China Beststudy Education Group Junjing Tang Chairman, Chief Executive Officer and Executive Director

Hong Kong, 28 October 2024

As at the date of this announcement, the executive Directors are Mr. Junjing Tang, Mr. Junying Tang, Mr. Gui Zhou and Ms. Weiying Guan, the non-executive Director is Mr. Wai Ng, and the independent non-executive Directors are Ms. Yu Long, Mr. Jun Gan and Mr. Haipeng Shen.

• For identification purposes only

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