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China Beststudy Education Group Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Beststudy Education Group, you should at once hand this circular, together with the enclosed 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.
卓越教育
China Beststudy Education Group
卓越教育集團*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3978)
PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of China Beststudy Education Group to be held at Unit 1544, 15/F, Pioneer Centre, 750 Nathan Road, Mong Kok, Kowloon, Hong Kong on Wednesday, 6 May 2026 at 2:30 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.zy.com).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 2:30 p.m. on Monday, 4 May 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.
- For identification purpose only
13 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board 3
- Introduction 4
- Proposed Declaration and Payment of Final Dividend 4
- Proposed Re-election of Retiring Directors 4
- Proposed Granting of General Mandate to Issue Shares 5
- Proposed Granting of General Mandate to Repurchase Shares 5
- Annual General Meeting and Proxy Arrangement 5
- Recommendation 6
Appendix I – Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting 7
Appendix II – Explanatory Statement on the Repurchase Mandate 12
Notice of Annual General Meeting 17
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at Unit 1544, 15/F, Pioneer Centre, 750 Nathan Road, Mong Kok, Kowloon, Hong Kong on Wednesday, 6 May 2026 at 2:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournments thereof
“Articles of Association” the articles of association of the Company currently in force
“Board” the board of Directors of the Company
“CCASS” Central Clearing and Settlement System
“Company” China Beststudy Education Group 卓越教育集團*, a company incorporated in the Cayman Islands as an exempted company with limited liability on 27 August 2010, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale and transfer of treasury shares) of not exceeding 20% of the total number of issued shares of the Company (excluding treasure shares, if any) as at the date of passing of the proposed ordinary resolution
“Latest Practicable Date” 2 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Nomination Committee” the nomination committee of the Company
“PRC” the People’s Republic of China
- For identification purpose only
– 1 –
DEFINITIONS
| “Prospectus” | the prospectus of the Company dated 12 December 2018 |
|---|---|
| “Remuneration Committee” | the remuneration committee of the Company |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasure shares, if any) as at the date of passing of the proposed ordinary resolution |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) with a nominal value of US$0.00005 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Code on Takeovers and Mergers |
| “treasury shares” | has the meaning ascribed to it under the Listing Rules |
| “%” | per cent |
- 2 -
LETTER FROM THE BOARD
卓越教育
China Beststudy Education Group
卓越教育集團*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3978)
Executive Directors:
Junjing Tang (Chairman)
Junying Tang
Gui Zhou
Weiying Guan
Non-executive Director:
Wai Ng
Independent Non-executive Directors:
Yu Long
Jun Gan
Haipeng Shen
Registered Office:
Ogier Global (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Headquarter and Principal Place of Business in the PRC:
11/F, 65 Xianlie Middle Road,
Yuexiu District, Guangzhou,
Guangdong, the PRC
Principal Place of Business in Hong Kong:
Unit 1544, 15/F
Pioneer Centre
750 Nathan Road
Mong Kok, Kowloon
Hong Kong
13 April 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
- For identification purpose only
LETTER FROM THE BOARD
- INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.
- PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND
Reference is made to the announcement of the Company dated 19 March 2026 regarding the annual results of the Group for the year ended 31 December 2025, the Board recommended the payment of a final dividend of HK$11.7 cents (2024: HK$12.3 cents) per ordinary share for the year ended 31 December 2025, accounting for approximately 60.0% of profit and total comprehensive income for the second half of the year, with an aggregate amount of approximately RMB90.1 million (2024: approximately RMB96.2 million), subject to the approval of Shareholders at the Annual General Meeting by way of an ordinary resolution.
- PROPOSED RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of eight Directors, namely Mr. Junjing Tang, Mr. Junying Tang, Mr. Gui Zhou, Ms. Weiying Guan, Mr. Wai Ng, Ms. Yu Long, Mr. Jun Gan and Mr. Haipeng Shen.
In accordance with article 109 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Ms. Weiying Guan, Ms. Yu Long and Mr. Jun Gan shall retire by rotation at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
Details of the above retiring Directors are set out in Appendix I to this circular, which indicates how the Directors to be elected contribute to the diversity of the Board.
LETTER FROM THE BOARD
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including any sale and transfer of treasury shares) of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 169,444,200 Shares based on 847,221,000 Shares in issue as at the Latest Practicable Date and on the basis that such number of Shares in issue remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.
5. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 84,722,100 Shares based on 847,221,000 Shares in issue as at the Latest Practicable Date and on the basis that such number of Shares in issue remains unchanged on the date of the Annual General Meeting). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.
Pursuant to the Listing Rules and article 72 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting is to be decided by poll save that the chairman of the meeting may, pursuant to the Listing Rules, allow a resolution to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.zy.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. before 2:30 p.m. on Monday, 4 May 2026) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
- RECOMMENDATION
The Directors consider that the proposed declaration and payment of final dividend, the proposed re-election of retiring Directors and granting of the Repurchase Mandate and the Issuance Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
China Beststudy Education Group
Junjing Tang
Chairman, Chief Executive Officer and Executive Director
- 6 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
Save as disclosed herein, as at the Latest Practicable Date, none of the following Directors held (i) any position with the Company or other members of the Group, (ii) any directorship in any public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or (iii) any major appointments and professional qualifications. Save as disclosed herein, as at the Latest Practicable Date, none of the following Directors had any relationship with any Director, senior management or substantial shareholder or controlling shareholders of the Company.
As far as the Directors are aware, save as disclosed herein, there is no information that is required to be disclosed concerning the following Directors pursuant to any of the requirements under Rules 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor are there other matters concerning the following Directors that need to be brought to the attention of the Shareholders.
(1) Ms. Weiying Guan (關瑋瑩)
Position and Experience
Ms. Weiying Guan, aged 56, is an executive Director and a senior vice president, being responsible for the overall operation and management of the business division of elegant learning program. Ms. Guan joined our Group in February 2009 and was appointed as a senior vice president of the Company on 1 March 2023. Since September 2017, she has been served as the vice president of Guangzhou Beststudy. From February 2009 to August 2017, she served as the marketing director of the Group, as well as the principal of our Dongguan school and Guangzhou school. Prior to joining our Group, from July 1993 to October 2005, Ms. Guan worked in Akzo Nobel Swire Paints (Guangzhou) Limited (阿克蘇諾貝爾太古漆油(廣州)有限公司), which is primarily engaged in paints production, and was its marketing director for Thailand region when she left the company. From February 2006 to December 2007, she served as a marketing manager of Taikoo Hui (Guangzhou) Development Co., Ltd. (太古匯(廣州)發展有限公司), a real property developer.
Ms. Guan obtained a master's degree in business administration from Jinan University (暨南大學) in June 2001 and a bachelor's degree in international trade from Sun Yat-sen University in July 1993.
Length of service
Ms. Weiying Guan has entered into a service agreement with the Company. The service agreement was renewed on 31 March 2025 for a period of three years (subject always to re-election as and when required under the Articles of Association), until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than three months' prior notice in writing.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Director's emoluments
For the financial year ended 31 December 2025, Ms. Weiying Guan received a total amount of RMB2,691,000, among which, RMB2,665,000 is salaries, allowances and other benefits in kind; and RMB26,000 is retirement benefits contributions. Her director's emoluments are determined based on the Company's operating results, personal performance and the prevailing market conditions.
Interests in Shares
As at the Latest Practicable Date, Ms. Weiying Guan was interested or deemed to be interested in 13,109,751 shares of the Company, representing approximately 1.54% of the total number of Shares in issue. These shares consisted of (i) 9,319,751 Shares held by Crouching Tiger Holdings Limited, which is wholly-owned by Ms. Guan and Ms. Guan is deemed to be interested in these Shares pursuant to Part XV of the SFO; (ii) 1,930,000 Shares directly held by Ms. Guan; and (iii) 1,860,000 restricted share unites granted to Ms. Guan.
(2) Mr. Jun Gan (甘軍)
Position and Experience
Mr. Jun Gan, aged 57, is an independent non-executive Director, being responsible for supervising and providing independent judgement to our Board. Mr. Gan is a certified public accountant and registered tax adviser in the PRC and has over 34 years of experience in accounting and taxation. Mr. Gan was appointed as an independent non-executive Director on 9 September 2022. From October 2004 to February 2006, he worked as a financial manager and an assistant to the general manager in Guangdong Gentle Technology Company Limited (廣東正道科技有限公司); from September 2007 to October 2016, he worked as an assistant to the chief executive officer in Chiho Environmental Group Limited (齊合環保集團有限公司), formerly known as Chiho-Tiande Group Limited (齊合天地集團有限公司), a company listed on the Main Board of the Stock Exchange (stock code: 0976), and a director of its subsidiary; from November 2016 to September 2018, he worked as an audit manager in Morison Heng CPA Limited (華利信會計師事務所有限公司); from June 2021 to March 2022, he worked as the chairman and the chief financial officer in a subsidiary of Huazhang Technology Holding Limited (華章科技控股有限公司), a company listed on the Main Board of the Stock Exchange (stock code: 1673); and from December 2021 to March 2022, he also served as an executive director of Huazhang Technology Holding Limited.
Mr. Gan obtained a bachelor's degree in accountancy from Southwestern University of Finance and Economics (西南財經大學) in December 1996.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Length of service
Mr. Jun Gan has entered into an appointment letter with the Company. The appointment letter was renewed on 23 September 2025 for a period of three years (subject always to re-election as and when required under the Articles of Association), until termination in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing.
Interests in Shares
As at the Latest Practicable Date, Mr. Jun Gan was not interested or deemed to be interested in any Shares pursuant to Part XV of the SFO.
Director's emoluments
For the financial year ended 31 December 2025, based on the remuneration policy of the Company, Mr. Jun Gan received RMB100,000 as director's emoluments, which was determined by the Board based on the recommendation of the Remuneration Committee with reference to his experience, level of responsibilities undertaken and the prevailing market conditions.
(3) Ms. Yu Long (隆雨)
Position and Experience
Ms. Yu Long, aged 50, is an independent non-executive Director, being responsible for supervising and providing independent judgement to our Board. Ms. Long was appointed as an independent non-executive Director on 3 December 2018 and served as an independent director of Guangzhou Beststudy from May 2017 to March 2018.
Ms. Long has been a director of JD.com International (Singapore) Pte. Limited and the head of the CHO&GC system of Beijing Jingdong Century Trade Co., Ltd. (北京京東世紀貿易有限公司), both of which are subsidiaries of JD.com, Inc., a company listed on NASDAQ (stock code: JD) and on the Main Board of the Stock Exchange (stock code: 9618) respectively and primarily engaged in e-commerce, from November 2014 and August 2012 to April 2019, respectively. Since February 2023, she has been the chief executive and human resources officer of the HashKey Group.
Ms. Long obtained a master's degree in business administration from China Europe International Business School and a bachelor's degree in economic law from Southwest University of Political Science and Law (西南政法大學) in October 2011 and July 1998, respectively.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Length of service
Ms. Yu Long has entered into an appointment letter with the Company. The appointment letter was renewed on 31 March 2024 for a period of three years (subject always to re-election as and when required under the Articles of Association), until termination in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing.
Interests in Shares
As at the Latest Practicable Date, Ms. Yu Long was not interested or deemed to be interested in any Shares pursuant to Part XV of the SFO.
Director's emoluments
For the financial year ended 31 December 2025, based on the remuneration policy of the Company, Ms. Yu Long received RMB132,000 as director's emoluments, which was determined by the Board based on the recommendation of the Remuneration Committee with reference to her experience, level of responsibilities undertaken and the prevailing market conditions.
NOMINATION POLICY AND PROCEDURE FOR ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
Where vacancies on the Board exist, the Nomination Committee evaluates skills, knowledge and experience required by the Board, and identifies if there is any special requirement for the vacancy.
The Nomination Committee identifies appropriate candidates and convenes Nomination Committee meeting to discuss and vote in respect of the nominated Directors, and recommends candidates for Directors to the Board. In reviewing the structure of the Board, the Nomination Committee will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, race, professional experience, skills, knowledge, and term of service. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition, and where nomination of independent non-executive Directors is under consideration, the requirements of Rule 3.13 of the Listing Rules shall be satisfied.
The Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, is of the view that the election of Ms. Yu Long and Mr. Jun Gan as independent non-executive Directors will further complement the Company's corporate strategy, and promote the Board diversity. The Nomination Committee is satisfied that each of Ms. Yu Long and Mr. Jun Gan has the required character, integrity and experience to continuously fulfil her/his role as an independent non-executive Director effectively.
- 10 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
In view of the above, the Nomination Committee nominated Ms. Yu Long and Mr. Jun Gan for the Board to recommend them to be elected by Shareholders at the Annual General Meeting.
With reference to the qualifications and working experience of Ms. Yu Long and Mr. Jun Gan as set out in Appendix I to this circular, the Board is of the view that they can bring technical knowledge and business insights to the Board and contribute to the Board's diversity. Given that each of Ms. Yu Long and Mr. Jun Gan has confirmed in writing to the Company of her/his independence with reference to various factors set out in Rule 3.13 of the Listing Rules, the Board is satisfied with her/his independence and considers Ms. Yu Long and Mr. Jun Gan to be independent. The Board believed that her/his re-election as the independent non-executive Director would be in the best interests of the Company and its Shareholders as a whole.
- 11 -
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the total number of Share in issue was 847,221,000 Shares.
Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, i.e. being 847,221,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 84,722,100 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the Annual General Meeting.
- REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Articles of Association and the laws of the Cayman Islands and/or the Listing Rules. Repurchases of Shares will only be made where the Directors believe that such repurchases will benefit the Company and Shareholders.
- FUNDING OF REPURCHASE
Purchases must be funded out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of Hong Kong and the Cayman Islands. A listed company may not purchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. As a matter of the Cayman Islands law, any repurchases by the Company may be made out of the Company's profits or the Company's share premium account, or out of the proceeds of a new issue of shares made for the purpose of the repurchase, or, if so authorised by the Articles of Association, out of capital. Any amount of premium payable on the purchase over the par value of the shares to be repurchased must be out of the profits of the Company, or from sums standing to the credit of the Company's share premium account, or, if so authorised by the Articles of Association, out of capital.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. IMPACT OF REPURCHASE
There might not be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the latest published annual report of the Company for the year ended 31 December 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend 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.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during the 12 calendar months preceding the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2025 | ||
| April | 5.54 | 3.48 |
| May | 5.94 | 4.99 |
| June | 5.47 | 4.71 |
| July | 5.99 | 5.04 |
| August | 5.46 | 4.93 |
| September | 5.67 | 4.95 |
| October | 5.49 | 4.68 |
| November | 5.48 | 4.69 |
| December | 4.83 | 3.93 |
| 2026 | ||
| January | 4.09 | 3.32 |
| February | 3.66 | 3.21 |
| March | 3.55 | 3.08 |
| April (up to the Latest Practicable Date) | 3.48 | 3.37 |
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. Neither this explanatory statement nor the proposed share repurchase has any unusual features.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchase, which may change due to evolving circumstances. If the Company holds any treasury Shares, any sale or transfer of treasury Shares will be subject to the terms of the Issue Mandate and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation) (i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividends or distributions; and (iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
7. TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such an increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
- 14 -
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued Shares:
| Name of Shareholders | Capacity/ nature of interest | Number of Shares held/ interested | Approximate % of interest*
As at the Latest Practicable Date | If the Repurchase Mandate is exercised in full |
| --- | --- | --- | --- | --- |
| Mr. Junjing Tang(1) | Beneficial owner; Founder of a discretionary trust | 172,697,101 | 20.38 | 22.64 |
| Mr. Junjing Tang(2) | Beneficial owner; Founder of a discretionary trust | 143,560,888 | 16.94 | 18.82 |
| Mr. Gui Zhou(3) | Beneficial owner; Founder of a discretionary trust | 143,149,242 | 16.89 | 18.77 |
| Ms. Huang Yanyun(4) | Spouse interest | 172,697,101 | 20.38 | 22.64 |
| Ms. Hua Yu(5) | Spouse interest | 143,560,888 | 16.94 | 18.82 |
| Ms. Xiaoying Zhang(6) | Spouse interest | 143,149,242 | 16.89 | 18.77 |
| Elite Education Investment Co. Ltd. | Beneficial owner | 171,165,101 | 20.20 | 22.44 |
| Jameson Ying Industrial Co. Ltd. | Beneficial owner | 142,258,242 | 16.79 | 18.65 |
| Texcellence Holding Company Limited | Beneficial owner | 143,510,888 | 16.93 | 18.82 |
| JTC TRUSTEES (BVI) LIMITED(7) | Trustee | 456,934,231 | 53.93 | 59.92 |
| Soarise Bulex Limited(8) | Nominee for another person (other than a bare trustee) | 109,160,394 | 12.88 | 14.31 |
| Ms. Shaoping Fu(8) | Trustee | 109,160,394 | 12.88 | 14.31 |
Notes:
(1) Under the SFO, Mr. Junjing Tang is deemed to be interested in 171,165,101 Shares held by JTC Trustees (BVI) Limited, a trust which he is a founder.
(2) Under the SFO, Mr. Junjing Tang is deemed to be interested in 143,510,888 Shares held by JTC Trustees (BVI) Limited, a trust which he is a founder.
(3) Under the SFO, Mr. Gui Zhou is deemed to be interested in 142,258,242 Shares held by JTC Trustees (BVI) Limited, a trust which he is a founder.
(4) Ms. Yanyun Huang is the spouse of Mr. Junjing Tang and she is therefore deemed to be interested in the Shares in which Mr. Junjing Tang is interested by the virtue of the SFO.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
(5) Ms. Hua Yu is the spouse of Mr. Junying Tang and she is therefore deemed to be interested in the Shares in which Mr. Junying Tang is interested by the virtue of the SFO.
(6) Ms. Xiaoying Zhang is the spouse of Mr. Gui Zhou and she is therefore deemed to be interested in the Shares in which Mr. Gui Zhou is interested by the virtue of the SFO.
(7) JTC Trustees (BVI) Limited (in its capacity as the trustee of the trust) is the legal owner of all the shares in issued share capital of Elite Education Investment Co. Ltd., Texcellence Holding Company Limited and Jameson Ying Industrial Co. Ltd. respectively and the trustee of each of the family trust where Mr. Junjing Tang, Mr. Junying Tang and Mr. Gui Zhou are the settlors respectively.
(8) Pursuant to the RSU Scheme, (i) 27,292,396 existing Shares were reserved; (ii) 43,540,000 new Shares were allotted and issued at par value to Soarise Bulex Limited on the Listing Date will be reserved for the vesting of restricted share units ("RSUs") granted under the RSU Scheme; and (iii) 74,177,000 Shares were purchased by the trustee pursuant to the RSU Scheme as at the Latest Practicable Date. Ms. Shaoping Fu has been appointed as the trustee of the RSU Scheme and Soarise Bulex Limited has been appointed as the nominee of the RSU Scheme. To the extent permitted under applicable laws and regulations, the trustee shall procure the nominee to exercise the voting rights attached to the underlying Shares in accordance with the instructions of the Board. Out of the 109,160,394 Shares held by Soarise Bulex Limited, 26,494,775 Shares have been vested, pending transfer to the relevant grantees.
- The percentage represents the number of ordinary Shares interested divided by the number of the issued Shares as at the Latest Practicable Date.
The Directors consider that such increase would not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the percentage of Shares held by the public to less than 25% of the Company's total issued share capital. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in the public shareholding falling below the minimum public float requirement and will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.
8. REPURCHASES MADE BY THE COMPANY
The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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NOTICE OF ANNUAL GENERAL MEETING
卓越教育
China Beststudy Education Group
卓越教育集團*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3978)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of China Beststudy Education Group (the "Company") will be held at Unit 1544, 15/F, Pioneer Centre, 750 Nathan Road, Mong Kok, Kowloon, Hong Kong on Wednesday, 6 May 2026 at 2:30 p.m. for the following purposes:
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To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2025.
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To declare and approve payment of a final dividend of HK$11.7 cents per share for the year ended 31 December 2025.
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(a) To re-elect Ms. Weiying Guan as an executive director of the Company.
(b) To re-elect Mr. Jun Gan as an independent non-executive director of the Company.
(c) To re-elect Ms. Yu Long as an independent non-executive director of the Company.
(d) To authorise the board of directors of the Company to fix the remuneration of directors of the Company.
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To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors of the Company to fix auditors' remuneration.
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For identification purpose only
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes 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 laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares (including any sale and transfer of treasury shares) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
(b) the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period 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 by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) an issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares;
(iii) the exercise of options under a share option scheme of the Company; and
(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes 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 laws to be held; and
(iii) the date on which the authority set out in this resolution 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 holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution.”
By Order of the Board
China Beststudy Education Group
Junjing Tang
Chairman, Chief Executive Officer and Executive Director
Hong Kong, 13 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. before 2:30 p.m. on Monday, 4 May 2026) or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, 30 April 2026 to Wednesday, 6 May 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date is 6 May 2026. In order to be eligible to attend and vote at the annual general meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged 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 for registration not later than 4:30 p.m. on Wednesday, 29 April 2026.
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For the purpose of determining the Shareholders’ entitlement to the proposed final dividend for the year ended 31 December 2025, the register of members of the Company will be closed from Wednesday, 13 May 2026 to Monday, 18 May 2026, both days inclusive and during which period no share transfer will be effected. The record date is 18 May 2026. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 12 May 2026.
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