Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2025

Sep 5, 2025

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wealth Glory Holdings Limited (the “Company”), you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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WEALTH GLORY HOLDINGS LIMITED

富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

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SUPPLEMENTAL CIRCULAR

PROPOSED RE-ELECTION OF EXECUTIVE DIRECTOR

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

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This Supplemental Circular should be read together with the Original Circular and the Original Notice. Capitalised terms used in this cover page have the same meanings as those defined in the section headed “Definitions” in this Supplemental Circular.

A Supplemental Notice is set out on pages 9 to 11 of this Supplemental Circular. The Annual General Meeting will be held as originally scheduled at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 26 September 2025 at 11 a.m.. A Revised Proxy Form is enclosed with this Supplemental Circular and it can also be downloaded from the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wealthglory.com).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the accompanying form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

8 September 2025

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CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Supplemental Notice of Annual General Meeting 9

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DEFINITIONS

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

"AGM" or "Annual General Meeting" the annual general meeting of the Company to be convened and held at Portion 2, 12th Floor, The Center, 99 Queen's Road Central, Hong Kong on Friday, 26 September 2025 at 11 a.m. or any adjournment thereof

"Board" the board of Directors

"Company" Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

"Controlling Shareholder(s)" has the meaning ascribed thereto under the GEM Listing Rules

"Directors" the directors of the Company

"GEM" GEM operated by the Stock Exchange

"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 2 September 2025, being the latest practicable date prior to the printing of this circular

"Nomination Committee" the nomination committee of the Board

"Original Circular" the circular of the Company dated 31 July 2025, in connection with, amongst other things, the Annual General Meeting

"Original Notice" a notice convening the Annual General Meeting dated 31 July 2025

"Original Proxy Form" the proxy form for use by the Shareholders at the Annual General Meeting accompanying the Original Circular and published on the websites of the Company and the Stock Exchange on 31 July 2025

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DEFINITIONS

"Remuneration Committee" the remuneration committee of the Board

"Revised Form of Proxy" such revised form of proxy for the purpose of voting for the resolution(s) in the Annual General Meeting accompanying this Supplemental Circular

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) of HK$0.024 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

"Supplemental Circular" the circular of the Company dated 8 September 2025

"Supplemental Notice" a supplemental notice convening the Annual General Meeting which is set out on pages 9 to 11 of this Supplemental Circular

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.

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LETTER FROM THE BOARD

WEALTH GLORY HOLDINGS LIMITED

富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

Executive Directors:
Ms. Lin Su
Mr. Yuen Hiu Tung

Independent non-executive Directors:
Mr. Tam Chak Chi
Mr. Chan Ka Hung
Mr. Liu Yongsheng

Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands

Principal place of business in Hong Kong:
Room 1104, Crawford House
70 Queen's Road Central
Central, Hong Kong

8 September 2025

To the Shareholders,

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR

PROPOSED RE-ELECTION OF EXECUTIVE DIRECTOR
AND
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This Supplemental Circular and the Supplemental Notice should be read together with the Original Circular and the Original Notice which contain, among other things, information regarding the resolutions to be proposed at the Annual General Meeting.

The purpose of this Supplemental Circular is to provide the Shareholders with further information in respect of, among other things, an additional resolution to be proposed at the Annual General Meeting for the re-election of an executive Director.

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LETTER FROM THE BOARD

RE-ELECTION OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 20 August 2025 in relation to, among others, the appointment of Mr. Yuen Hiu Tung ("Mr. Yuen") as an executive Director.

Pursuant to Article 83(3) of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following Annual General Meeting of the Company and shall then be eligible for re-election. As such, Mr. Yuen, who was appointed as an executive Director on 20 August 2025, shall retire from office at the Annual General Meeting, and being eligible, has offered himself for re-election. Therefore, an additional ordinary resolution will be proposed at the Annual General Meeting to approve the re-election of Mr. Yuen as an executive Director (the "Additional Resolution").

Biographical details of Mr. Yuen are set out as follows:

Mr. Yuen, aged 39, has extensive experience in entrepreneurship, investment and management fields especially in financial education, international trade and investment. He obtained a master's degree in science from The Chinese University of Hong Kong. He was the winner of Greenwell International Outstanding Achievement Award – Wealth Value Added Award in 2019 and awarded Global Outstanding Chinese Youth in 2020. He is the founder of OPS Global Limited in 2012, the founder of Go Up Holdings Limited and Go Up Institute (which has over 3,000 students) in 2016, the founder of Excellent Joy Limited in 2017 and the founder of the online financial platform "MoneyKOL" in 2018. He is currently a host and columnist in various financial media platforms and an author for sharing his investment strategies and market insights.

Mr. Yuen has entered into a service agreement with the Company for an initial team of 1 year and will be subject to retirement by rotation and re-election at general meeting in accordance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and the articles of association of the Company. The remuneration of Mr. Yuen was not fixed and therefore his remuneration would be determined by the Board with reference to his duties, responsibilities, qualifications, experiences and the prevailing market conditions, and recommendation of the remuneration committee of the Company.

As at the Latest Practicable Date, Mr. Yuen is interested in 129,960,000 shares of the Company, representing approximately $14.59\%$ of issued share capital of the Company (excluding treasury shares, if any).

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LETTER FROM THE BOARD

Save as disclosed above, as at the Latest Practicable Date, Mr. Yuen does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have and deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other matters concerning Mr. Yuen that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Yuen that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

The re-election of Mr. Yuen has been reviewed by the Nomination Committee, which has made recommendation to the Board that the re-election be proposed for the Shareholders' approval at the forthcoming AGM of the Company. The Nomination Committee has reviewed the biographical details of Mr. Yuen and his meeting of nomination criteria (including but not limited to, character, professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy, time commitment to effectively discharge duties as Board member) set out in the nomination policy of the Company and has considered the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of services) set out in the diversity policy of the Company, and has taken the view that Mr. Yuen has been contributing to the Group effectively and are committed to his role as Director. The Board has accepted the recommendation by the Nomination Committee for recommending the Shareholders to re-elect Mr. Yuen as an executive Director at the AGM. Mr. Yuen abstained from voting at the Board meeting regarding his nomination.

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LETTER FROM THE BOARD

SUPPLEMENTAL NOTICE AND THE REVISED PROXY FORM

The Original Notice and the Original Proxy Form enclosed with the Original Circular were despatched to the Shareholders on 31 July 2025. The Supplemental Notice, which contains the Additional Resolution, is set out on pages 9 to 11 of this Supplemental Circular.

Please refer to the Original Notice for details of other resolutions to be proposed at the Annual General Meeting, closure of register of members, eligibility for attending the Annual General Meeting, registration procedures for attending the Annual General Meeting, appointment of proxy and other relevant matters contained therein.

1. The Revised Proxy Form for use at the Annual General Meeting is enclosed with this Supplemental Circular and it is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.wealthglory.com). To be valid, the Revised Proxy Form 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 notarially certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 or any adjournment thereof. Completion and delivery of the Original Proxy Form or Revised Proxy Form will not preclude you from attending and voting at the Annual General Meeting if you so wish and, in such event, the Original Proxy Form or Revised Proxy Form shall be deemed to be revoked.

2. A Shareholder who has not yet lodged the Original Proxy Form with the Company's branch share registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxies to attend and vote at the Annual General Meeting on his/her behalf. In this case, the Original Proxy Form should not be lodged with the Company's branch share registrar.

3. A Shareholder who has already lodged the Original Proxy Form with the Company's branch share registrar should note that:

(i) If no Revised Proxy Form is lodged with the Company's branch share registrar, the Original Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any proposed resolutions properly put to the Annual General Meeting (including the Additional Resolution as set out in this Supplemental Circular) except for the resolution(s) to which the Shareholder has indicated his/her voting direction in the Original Proxy Form.

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LETTER FROM THE BOARD

(ii) If the Revised Proxy Form is lodged with the Company's branch share registrar not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting, the Revised Proxy Form, if correctly completed, will revoke and supersede the Original Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

(iii) If the Revised Proxy Form is lodged with the Company's branch share registrar less than 48 hours before the time appointed for the holding of Annual General Meeting or any adjourned meeting, or if lodged not less than 48 hours before the time appointed for the holding of Annual General Meeting or any adjourned meeting but is incorrectly completed, the proxy appointment under the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the Company's branch share registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form with the Company's branch share registrar by not less than 48 hours before the time appointed for the holding of Annual General Meeting or any adjourned meeting.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on Additional Resolution to be proposed at the Annual General Meeting.

Apart from the Additional Resolution and the relevant information as set out in this Supplemental Circular, all the other matters of the Annual General Meeting remain unchanged. For details of other resolutions to be considered and approved at the Annual General Meeting, eligibility for attending the Annual General Meeting, closure of register of members and other relevant matters, please refer to the Original Circular and the Original Notice.

RESPONSIBILITY STATEMENT

This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, 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 Supplemental Circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

In addition to the recommendation contained in the Original Circular in relation to the proposed resolutions set out in the Original Notice of Annual General Meeting, the Directors consider that the Additional Resolution to be proposed at the Annual General Meeting is 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 Additional Resolution to be proposed at the Annual General Meeting.

Yours faithfully

For and on behalf of the Board of

Wealth Glory Holdings Limited

Lin Su

Executive Director

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

WEALTH GLORY HOLDINGS LIMITED

富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to (i) the circular of Wealth Glory Holdings Limited (the “Company”) dated 31 July 2025 (the “Original Circular”); (ii) the notice of the annual general meeting of the Company (the “Annual General Meeting”) dated 31 July 2025 (the “Original Notice”) to convene the Annual General Meeting at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 26 September 2025 at 11:00 a.m. and (iii) the supplemental circular of the Company dated 20 August 2025 (the “Supplemental Circular”).

Details of the proposed resolutions to be considered at the Annual General Meeting were stated meanings as those defined in the Original Circular and the Supplemental Circular. Apart from the amendments stated below, all the information contained in the Original Notice remains to have full force and effect, and this supplemental notice shall be read together with the Original Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the Annual General Meeting will be held as originally scheduled, to consider, and if thought fit, pass the following resolution as an ordinary resolution in addition to the ordinary resolutions set out in the Original Notice:

1. To re-elect Mr. Yuen Hiu Tung as an executive director of the Company.

Yours faithfully

For and on behalf of the Board of

Wealth Glory Holdings Limited

Lin Su

Executive Director

Hong Kong, 8 September 2025

Registered office:

Cricket Square, Hutchins Drive

P.O. Box 2681 Grand Cayman

KY1-1111 Cayman Islands

Principal place of business in

Hong Kong:

Room 1104, Crawford House

70 Queen’s Road Central

Central, Hong Kong

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the Board comprises five Directors, including two executive Directors, namely Ms. Lin Su and Mr. Yuen Hiu Tung and three independent non-executive Directors, namely Mr. Chan Ka Hung, Mr. Tam Chak Chi and Mr. Liu Yongsheng.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice 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 notice misleading.

This notice will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at www.wealthglory.com.

Notes:

1. A revised form of proxy (the “Revised Proxy Form”) containing the new resolution 5 has been enclosed with the Supplemental Circular and such Revised Proxy Form is also published on the websites of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (www.hkexnews.hk) and the Company (www.wealthglory.com) respectively. Please refer to the section headed “SUPPLEMENTAL NOTICE AND REVISED PROXY FORM” of the Supplemental Circular for arrangements on the completion and submission of the Revised Proxy Form.

2. Save for the above new resolution 5, there are no other changes to the resolutions set out in the Original Notice. Please refer to the Original Notice for details of the other resolutions to be considered at the Annual General Meeting, closure of register of members, eligibility for attending the Annual General Meeting, registration procedures for attending the Annual General Meeting, appointment of proxy and other relevant matters.

3. In accordance with the relevant requirements under the Rules Governing the Listing of Securities on the Stock Exchange and for good corporate governance practice, the Chairman of the Board has indicated that he would direct that each of the resolutions set out in the notice of the Annual General Meeting be voted on by poll. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wealthglory.com), respectively.

4. In order to be valid, the Revised Proxy Form must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or certified copy of such power of attorney or authority, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and the delivery of the proxy form which was despatched to the Shareholders on 31 July 2025 together with the Original Circular (the “Original Proxy Form”) and/or Revised Proxy Form will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish and in such event, the Original Proxy Form and/or Revised Proxy Form shall be deemed to be revoked.

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the Annual General Meeting, the Annual General Meeting will be postponed and members of the Company will be informed of the date, time and venue of the postponed Annual General Meeting by a supplemental notice posted on the respective websites of the Company and the Stock Exchange.

(b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled three hours or more before the appointed time of the Annual General Meeting and where conditions permit, the Annual General Meeting will be held as scheduled.

(c) The Annual General Meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.

(d) After considering their own situations, members of the Company should decide on their own whether or not they would attend the Annual General Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

1. Any voting at the meeting shall be taken by poll.

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