Goldway Education Group Limited — Proxy Solicitation & Information Statement 2021

Jul 6, 2021

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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Goldway Education Group 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 registered institution in securities 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.

This circular, for which the directors of the Company (the “ Directors ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules (the “ GEM Listing Rules ”) governing the Listing of Securities on the GEM of the Stock Exchange 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 circular misleading.

Goldway Education Group Limited 金滙教育集團有限公司 *

(Incorporated in the Cayman Islands with limited liability) (Stock code: 8160)

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page, inside cover page and contents page of this circular shall have the same respective meanings as those defined in the section headed “Definitions” of this circular.

A notice convening the AGM to be held at Room 1501, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon on Friday, 6 August 2021 at 11:00 a.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend and vote at the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. Wednesday, 4 August 2021 at 11:00 a.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the instrument appointing the proxy shall be deemed to be revoked. This circular with a form of proxy will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its publication. This circular will also be published on the Company’s website at www.goldwayedugp.com.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page 1 of this circular for the measures to be implemented at the AGM by the Company against the pandemic to protect the attendees from the risk of infection of the Novel Coronavirus (“ COVID-19 ”), including:

• compulsory body temperature check

• compulsory wearing of surgical face mask

• no distribution of corporate gifts and no serving of refreshments and drinks

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company wishes to advise Shareholders that you may appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

7 July 2021

* For identification purposes only

CHARACTERISTICS OF THE GEM

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue Shares and buy back Shares . . . . . . . . . . . . . . . . . .	5
Re-election of retiring directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual general meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . .	6
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II — DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– ii –

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

• (i) Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.

• (ii) Attendees are required to prepare his/her own surgical face masks and wear the same inside the AGM venue at all times, and to maintain a safe distance between seats.

• (iii) No corporate gifts will be distributed and no refreshments and drinks will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all attendees’ health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form, which can also be downloaded from the Company’s website (https://www.goldwayedugp.com), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

In this circular, unless the context otherwise requires, the expressions set out below will have the following meaning:

• “AGM” the annual general meeting of the Company to be held at Room 1501, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon on Friday, 6 August 2021 at 11:00 a.m.

• “AGM Notice” the notice convening the AGM set out on pages 14 to 18 of this circular

• “Annual Report” the annual report of the Company for the year ended 31 March 2021

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

• “Board” the board of Directors

• “Buy-Back Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to buy back the Shares as set out in resolution 6 of the AGM Notice

• “close associate(s)” having the meaning ascribed thereto under the GEM Listing Rules

• “Company” Goldway Education Group Limited, an exempted company incorporated in the Cayman Islands with limited liability on 19 October 2015

• “controlling shareholder(s)”

• having the meaning ascribed thereto under the GEM Listing Rules

• “core connected person(s)”

• having the meaning ascribed thereto under the GEM Listing Rules

• “GEM”

• the GEM of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

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DEFINITIONS

• “Hong Kong”

• “Issue Mandate”

• “Latest Practicable Date”

• “SFO”

• “Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

• “substantial shareholder(s)”

• “Takeovers Code”

• “%”

the Hong Kong Special Administrative Region of the People’s Republic of China

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares as set out in resolutions 5 and 7 of the AGM Notice

• 30 June 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

• ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company

• registered holder(s) of the Share(s)

• The Stock Exchange of Hong Kong Limited

• having the meaning ascribed thereto under the GEM Listing Rules

• the Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time and administered by the Securities and Futures Commission of Hong Kong

per cent.

– 3 –

LETTER FROM THE BOARD

Goldway Education Group Limited 金滙教育集團有限公司 *

(Incorporated in the Cayman Islands with limited liability) (Stock code: 8160)

Executive Directors: Registered Office: Mr. Cheung Lick Keung Cricket Square, Hutchins Drive Mr. Cheung Hiu Fung P.O. Box 2681 Grand Cayman, KY1-1111 Independent Non-executive Directors: Cayman Islands Mr. Sek Ngo Chi Mr. Ho Kin Headquarters and Principal Place Ms. Lee Yin Ting of Business in Hong Kong: Shop 203, Kin Sang Commercial Centre Kin Sang Estate Tuen Mun, New Territories Hong Kong

7 July 2021

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the ordinary resolutions to be proposed to seek approval of the Shareholders at the AGM in respect of, among others, (i) the Issue Mandate; (ii) the Buy-Back Mandate; (iii) the re-election of retiring Directors; and (iv) the notice convening the AGM. In compliance with the GEM Listing Rules, this circular contains an explanatory statement which provides all the information reasonably necessary to enable the Shareholders to make informed decisions on whether to vote for or against the resolution approving the Buy-Back Mandate and other relevant information.

• For identification purposes only

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES AND BUY BACK SHARES

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate, and authorise of the extension of the Issue Mandate to issue and allot the shares bought back by the Company under the Buy-Back Mandate, details of which are set out in ordinary resolutions number 5 and 7 of the AGM Notice. The Shares which may be issued and allotted pursuant to the Issue Mandate is limited to a maximum of 20 per cent. of the issued share of the Company at the date of passing of this resolution approving the Issue Mandate. On the basis that 522,500,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or bought back prior to the AGM, exercise in full of the Issue Mandate (without being extended by the number of Shares (if any) bought back by the Company under the Buy-Back Mandate) could result in up to 104,500,000 Shares being issued and allotted by the Company.

The Issue Mandate will remain in effect until 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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

An ordinary resolution will be proposed at the AGM in relation to the Buy-Back Mandate. The Shares which may be bought back pursuant to the Buy-Back Mandate are limited to a maximum of 10% of the aggregate number of Shares in issue at the date of passing of the proposed resolution of the Buy-Back Mandate at the AGM.

An explanatory statement, as required by the GEM Listing Rules to be sent to the Shareholders in connection with the ordinary resolution number 6 of the Notice of AGM for the approval of the renewal of the general mandate for buy back of Shares, is set out in Appendix I to this circular.

The Buy-Back Mandate will remain in effect until 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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

Subject to and conditional on the passing of the ordinary resolutions in relation to the Issue Mandate and the Buy-Back Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by adding to the Issue Mandate those Shares bought back by the Company under the Buy-Back Mandate provided that such extended amount shall not exceed 10% of the aggregate number of Shares in issue at the date of passing of the resolution in relation to the Buy-Back Mandate.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 83(3) of the Articles, a Director appointed to fill a casual vacancy on the Board will hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board will hold office until the next following annual general meeting of the Company and will then be eligible for re-election. Accordingly, Mr. Cheung Hiu Fung and Ms. Lee Yin Ting will retire at the AGM, and is being eligible, have offered themselves for re-election at the AGM.

Pursuant to Article 84(1) of the Articles, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Accordingly, Mr. Cheung Lick Keung will retire at the AGM, and is being eligible, has offered himself for re-election at the AGM.

The nomination and corporate governance committee of the Company (the “ Nomination and Corporate Governance Committee ”) has assessed and reviewed each of the independent non-executive Directors’ annual written confirmations of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and confirmed that all independent non-executive Directors, namely, Mr. Sek Ngo Chi, Mr. Ho Kin and Ms. Lee Yin Ting remain independent. Upon the discussion of the Nomination and Corporate Governance Committee, the Board has recommended Mr. Cheung Hiu Fung, Ms. Lee Yin Ting and Mr. Cheung Lick Keung (the “ Retiring Directors ”) to stand for re-election as Directors at the AGM. Each of the Retiring Directors should abstain from voting on the respective propositions of their recommendations for re-election by the Shareholders.

Particulars relating to the Retiring Directors are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 14 to 18 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the grant of the Issue Mandate, the Buy-Back Mandate and the re-election of retiring Directors.

A form of proxy for use at the AGM is enclosed. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. Wednesday, 4 August 2021 at 11:00 a.m.) or any adjournment thereof. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person and voting at the AGM or any adjournment thereof, should he/she/it so wishes. In that event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

According to Rule 17.47(4) of the GEM Listing Rules, all proposed resolutions as set out in the notice of the AGM will be taken by way of poll at the AGM. The Company will announce the results of the poll in the manner prescribed under the Rule 17.47(5) of the GEM Listing Rules after the AGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 3 August 2021 to Friday, 6 August 2021, both days inclusive, during which period no transfers of Shares shall be registered. In order to qualify for attending and voting at the AGM, all transfers of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 2 August 2021.

RECOMMENDATION

The Board considers that the ordinary resolutions in relation to the Issue Mandate, the Buy-Back Mandate and the re-election of retiring Directors to be proposed at the AGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of such resolutions at the AGM.

By order of the Board Goldway Education Group Limited Cheung Lick Keung Chairman and Executive Director

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement, as required by the GEM Listing Rules, to provide the requisite information to the Shareholders concerning the Buy Back Mandate proposed to be granted to the Directors.

1. GEM LISTING RULES RELATING TO THE BUY BACK OF SHARES

The GEM Listing Rules permit companies whose primary listing is on the GEM to buy back their shares on the GEM and any other stock exchange on which the securities of the company are listed and such exchange as recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all buy back of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general buy back mandate or by specific approval of a particular transaction.

The GEM Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a “core connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associate and a core connected person is prohibited from knowingly selling his/her/its securities to the Company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share of the Company comprised 522,500,000 Shares. Subject to the passing of the ordinary resolution for the approval of the Buy-Back Mandate and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of the AGM, the Directors would be authorised to buy back up to a maximum of 52,250,000 Shares, representing 10% of the issued Shares as at the date of passing of the proposed resolution of the Buy-Back Mandate at the AGM, and which will remain in effect until 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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

3. REASONS FOR BUY BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back the Shares on the market. Share bought back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy back will benefit the Company and the Shareholders as a whole.

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APPENDIX I

EXPLANATORY STATEMENT

4. FUNDING OF BUY BACK

Pursuant to the Buy-Back Mandate, buy back must be funded entirely from the available cash flow or working capital facilities of the Company which will be funds legally available under the Cayman Islands laws and the memorandum of association of the Company, the Articles and the GEM Listing Rules for such purpose.

5. IMPACT ON WORKING CAPITAL OR GEARING LEVEL

There might be a material adverse impact on the working capital or gearing position as disclosed in the audited consolidated financial statements of the Company for the year ended 31 March 2021 in the event that the Buy-Back Mandate were to be exercised in full at any time during the proposed buy back period.

The Directors do not, however, propose to exercise the Buy-Back Mandate in the circumstances that would have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate.

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on GEM in each of the past twelve months preceding the Latest Practicable Date were as follows:

	Shares
	Highest	Lowest
	(HK$)	(HK$)
2020
June	0.213	0.125
July	0.160	0.082
August	0.132	0.081
September	0.099	0.070
October	0.093	0.070
November	0.090	0.061
December	0.096	0.064
2021
January	0.099	0.079
February	0.380	0.086
March	0.550	0.290
April	0.630	0.390
May	0.220	0.093
June (up to and including the Latest Practicable Date)	0.106	0.072

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APPENDIX I

EXPLANATORY STATEMENT

7. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their respective close associates (as defined in the GEM Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the event that the Buy-Back Mandate is approved by the Shareholders at the AGM.

No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Buy-Back Mandate is approved by the Shareholders at the AGM.

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy back pursuant to the Buy-Back Mandate in accordance with the GEM Listing Rules and applicable laws of the Cayman Islands, the memorandum of association of the Company and the Articles.

9. EFFECT OF THE TAKEOVERS CODE

If on the Company’s exercise of its powers to buy back Shares pursuant to the Buy-Back Mandate, a Shareholder ’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, the Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the shareholding, 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.

On the basis that the issued share of the Company remains unchanged and no Shares are bought back prior and on the date of the AGM, the Directors are not aware of any consequence that would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Buy-Back Mandate is exercised in full.

The Directors have no present intention to exercise the Buy-Back Mandate to such extent that would result in a takeover obligation or the issued share of the Company being in hands of public falling below the minimum prescribed percentage of 25% as required by Rule 11.23 of the GEM Listing Rules.

10. SHARE BUY BACK MADE BY THE COMPANY

The Company had not bought back any of the Shares (whether on the GEM or otherwise) in the six months immediately preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the AGM:

(1) Mr. Cheung Hiu Fung (張曉峯先生) (“Mr. Cheung”)

Mr. Cheung, aged 27, is the executive director of the Company. Mr. Cheung holds an Associate Degree of Arts of the Hong Kong Baptist University. Mr. Cheung started his career in writing financial analysis and holding financial seminar as a finance columnist on various social media and newspaper in Hong Kong since January 2015, and founded Bofung Company Limited in July 2017. His financial investment course had over thousands students. He is also a writer and published his own financial analysis book “財 技x盤路倍升股全攻略” in Hong Kong and Taiwan, with more than 2000 copies sold. Mr. Cheung has directorship of certain subsidiaries of the Company. Mr. Cheung joined the Group in April 2021.

Save as disclosed above, Mr. Cheung has not held (i) any other position of the Company and other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.

Mr. Cheung has entered into a service contract with the Company as the executive Director for an initial term of three years commencing from 1 April 2021. Mr. Cheung’s directorship in the Company is subject to rotation and re-election at annual general meeting of the Company. The remuneration of Mr. Cheung is HK$30,000 per month, with discretionary bonus which is determined with reference to his experience, duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Cheung has no relationships with any Directors, senior management, substantial or controlling shareholders of the Company (within the meaning of the GEM Listing Rules) and does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Cheung as the Director that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

(2) Ms. Lee Yin Ting (李燕婷女士) (“Ms. Lee”)

Ms. Lee, aged 38, is the independent non-executive director and chairman of each of the audit committee and the nomination and corporate governance committee, and member of the remuneration committee of the Company. Ms. Lee has over 15 years of experience in auditing & accounting field. She has been working in an audit firm since 2006. She obtained a bachelor degree in Commerce (Accounting) from The Curtin University of Technology in 2006 and is a member of the Hong Kong Institute of Certified Public Accountants. And Ms. Lee was an independent non-executive director of Ming Lam Holdings Limited (“ Ming Lam ”), a company listed on the Main Board of the Stock Exchange (stock code: 1106), from March 2019 to June 2020. Ms. Lee joined the Group in May 2021.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

During the period from March 2019 to June 2020, Ms. Lee was an independent non-executive director of Ming Lam. Ming Lam announced that (i) on 20 May 2020, Ming Lam received a winding up petition against Ming Lam under Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) in the High Court of Hong Kong, on a basis of the alleged failure by Ming Lam to settle an indebtedness and (ii) pursuant to an Order dated 31 August 2020, Ming Lam was ordered to be wound up and the Official Receiver was appointed as the provisional liquidator of Ming Lam. Ms. Lee confirmed that (i) there is no wrongful act on her part leading to the said winding up petitions and she is not aware of any actual or potential claim which has been or will be made against her as a result of the said winding up petitions; and (ii) her involvement in Ming Lam during her tenure was part and parcel of her services as a director thereof and no misconduct or misfeasance on her part had been involved in the said winding up petitions.

Save as disclosed above, Ms. Lee has not held (i) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (ii) any other major appointments and professional qualifications.

Ms. Lee has entered into a letter of appointment with the Company as the independent non-executive Director for an initial term of three years commencing from 4 May 2021. Ms. Lee’s directorship in the Company is subject to rotation and re-election at annual general meetings of the Company. The remuneration of Ms. Lee is HK$10,000 per month which is determined with reference to her duties and level of responsibilities and the remuneration policy of the Company and the prevailing market conditions.

As at the Latest Practicable Date, Ms. Lee has not held any other position of the Company and other members of the Group nor any relationships with any Directors, senior management, substantial or controlling shareholders of the Company (within the meaning of the GEM Listing Rules) and does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election of Ms. Lee as the Director that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

(3) Mr. Cheung Lick Keung (張力強先生) (“Mr. Joe Cheung”)

Mr. Joe Cheung, aged 42, is an executive director, the chief executive officer of the Company and the chairman of the Board. Mr. Joe Cheung obtained the certificate of registration as a teacher and is a registered teacher under section 45(1) of the Education Ordinance. Mr. Joe Cheung holds a master degree of Education from The University of Hong Kong. Mr. Joe Cheung has extensive experience in the education industry and had been a Certificated Master grade teacher at a school. Mr. Joe Cheung joined the Group in September 2005.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Joe Cheung is the spouse of Ms. Chan Hoi Ying Karina, a former executive director resigned with effect from 20 August 2020 and the brother of Mr. Cheung Luk Sun, one of the senior management of the Company.

Save as disclosed above, Mr. Joe Cheung has not held (i) any other position of the Company and other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) any other major appointments and professional qualifications; and (iv) any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Mr. Joe Cheung has entered into a service agreement with the Company for the terms and conditions of such service agreement similar in all material respects and is subject to the provisions of retirement and rotation of Directors under the Articles. He is entitled to an annual director’s remuneration of HK$1,440,000 and which is determined by the Company with reference to duties and level of responsibilities, the remuneration policy of the Company and the prevailing market conditions. He is entitled to a discretionary bonus by reference to those paid by comparable companies, time commitment and the performance of the Group.

As at the Latest Practicable Date, Mr. Joe Cheung is interested in 28,762,000 Shares, representing approximately 5.50% of the entire issued Share within the meaning of Part XV of the SFO, of which 28,762,000 Shares are held through Digital Achiever Limited, a company beneficially owned by Mr. Joe Cheung. Save as disclosed above, Mr. Joe Cheung does not have, and is not 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 relating to the re-election of Mr. Joe Cheung as the Director that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

Goldway Education Group Limited 金滙教育集團有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8160)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of the shareholders of Goldway Education Group Limited (the “ Company ”) will be held at Room 1501, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon on Friday, 6 August 2021 at 11:00 a.m. to consider and, if thought fit, transact the following ordinary business:

1. to receive and consider the audited consolidated financial statements and the reports of the directors (the “ Directors ”) and auditor of the Company and its subsidiaries for the year ended 31 March 2021;

2. to re-elect the following retiring Directors:

3. (a) to re-elect Mr. Cheung Hiu Fung as an executive director of the Company;

4. (b) to re-elect Ms. Lee Yin Ting as an independent non-executive director of the Company;

5. (c) to re-elect Mr. Cheung Lick Keung as an executive director of the Company;

6. to authorize the board of Directors (the “ Board ”) to fix the Directors’ remuneration for the year ended 31 March 2021;

7. to re-appoint Moore Stephens CPA Limited as the auditor of the Company and to authorise the Board to fix its remuneration;

and, as special business, to consider and, if though fit, pass the following resolutions as ordinary resolutions (with or without modifications):

5. “THAT:

• (a) Subject to paragraph (c) below, pursuant to the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares in

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

the share of the Company (the “ Shares ”) and to make or grant offers, agreements and options, including warrants, bonds and securities convertible into or exchangeable for the Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including warrants, bonds and securities convertible into or exchangeable for the 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 and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) an issue of Shares upon the exercise of any options granted under the share option scheme of the Company adopted from time to time accordance with the GEM Listing Rules; or (iii) an issue of Shares as scrip dividend or similar arrangements providing for the allotment and 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 in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchangeable for the Shares, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate number of Shares in issue at the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of any Shares bought back by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of Shares in issue on the date of the passing of this resolution),

the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

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NOTICE OF ANNUAL GENERAL MEETING

• (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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

• “Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

6. “THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to buy back the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law (Revised) of the Cayman Islands or any other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares which may be bought back by the Company pursuant to the approval in paragraph (a) of this resolution and during the Relevant Period (as defined below) shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution, “Relevant Period” means the period from the date of 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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

7. “THAT:

conditional upon the passing of the Resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to resolution numbered 5 above be and it is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares bought back by the Company pursuant to or in accordance with the authority granted under resolution numbered 6 above.”

By order of the Board Goldway Education Group Limited Cheung Lick Keung Chairman and Executive Director

Hong Kong, 7 July 2021

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

Headquarters and Principal Place of Business in Hong Kong: Shop 203, Kin Sang Commercial Centre Kin Sang Estate Tuen Mun, New Territories Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company (the “ Member ”) entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her/its behalf. A proxy need not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a Member from attending and voting in person and voting at the AGM or any adjournment thereof, should he/she/it so wishes.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. Wednesday, 4 August 2021 at 11:00 a.m.) or any adjournment thereof.

4. In the case of joint holders of Shares, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of Members in respect of such Shares shall alone be entitled to vote in respect thereof.

5. In relation to the proposed Resolutions numbered 5 and 7 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares.

6. In relation to the proposed Resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to buy back Shares in circumstances which they consider appropriate for the benefit of the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to the circular of the Company dated 7 July 2021.

7. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is expected to be in force at any time after 8:00 a.m. on the date of the AGM, the AGM will be postponed and Members will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

As at the date of this notice, the executive Directors are Mr. Cheung Lick Keung and Mr. Cheung Hiu Fung and the independent non-executive Directors are Mr. Sek Ngo Chi, Mr. Ho Kin and Ms. Lee Yin Ting.

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 “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its publication. This notice will also be published on the Company’s website at www.goldwayedugp.com.

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