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JH Educational Technology Inc. Proxy Solicitation & Information Statement 2026
50279_rns_2026-04-16_4984b820-418d-495e-a6f9-fd72403ade85.pdf
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, a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in JH Educational Technology INC. (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, 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.
嘉宏教育
JH educational technology inc
JH Educational Technology INC.
嘉宏教育科技有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1935)
(I) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
(II) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(III) RE-APPOINTMENT OF AUDITORS;
AND
(IV) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of the Company to be held at Room 2701, Boya Times Center, City Center North Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang, PRC on Friday, 22 May 2026 at 10:00 a.m. is set out on pages 17 to 22 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 the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company 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 and in any event not less than 48 hours (i.e. 10:00 a.m. on Wednesday, 20 May 2026) before the time appointed for holding of the AGM 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 and any adjournment thereof should you so wish.
16 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
Proposed Grant of General Mandates to Issue and to Repurchase Shares. 5
Proposed Re-election of the Retiring Directors 6
Proposed Re-appointment of Auditors. 7
Closure of Register of Members. 7
Annual General Meeting 8
Recommendations 8
Responsibility Statement 9
General 9
Miscellaneous 9
Appendix I - Explanatory Statement on Repurchase Mandate 10
Appendix II - Details of the Directors Proposed to be Re-elected at the Annual General Meeting 13
Notice of Annual General Meeting 17
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 held at Room 2701, Boya Times Center, City Center North Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang, PRC on Friday, 22 May 2026 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the AGM set out on pages 17 to 22 of this circular or any adjournment thereof
"Articles"
the second amended and restated articles of association adopted by the Company on 16 May 2025
"Board"
the board of Directors
"Cayman Companies Act"
the Companies Act (as revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Company"
JH Educational Technology INC. (嘉宏教育科技有限公司), a company incorporated in the Cayman Islands on 23 June 2017 as an exempted company with limited liability, whose shares are listed on the main board of the Stock Exchange (stock code: 1935)
"Director(s)"
the director(s) of the Company
"General Mandate"
a general and unconditional mandate to be granted to the Directors to allot, issue and deal with new Shares, and to resell any Treasury Shares held under the name of the Company not exceeding 20% of the total number of the Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the relevant resolution granting such mandate
"Group"
the Company and its subsidiaries
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DEFINITIONS
| “HK$” | Hong Kong dollar(s), the lawful currency of Hong Kong |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Latest Practicable Date” | 13 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China |
| “Register of Members” | the register of members of the Company |
| “Repurchase Mandate” | a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing the relevant resolution granting such mandate |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance of Hong Kong, (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time |
| “Share(s)” | the ordinary share(s) of US$0.01 each in the share capital of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong, as amended from time to time |
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DEFINITIONS
“Treasury Share(s)”
Shares repurchased and held by the Company in treasury (as permitted by the Listing Rules with effect from 11 June 2024), as authorised by the laws of the Cayman Islands and the memorandum of association and the Articles, as amended and supplemented from time to time, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
“%”
per cent
For the purpose of this circular and for illustration purpose only, the exchange rate between HK$ and RMB is 1:0.945 and no representation is made that any amount in HK$ or RMB could have been or could be converted at such rates or at any other rates.
In this circular, the terms “close associate”, “core connected person”, “controlling shareholder”, “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
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LETTER FROM THE BOARD
嘉宏教育
JH educational technology inc
JH Educational Technology INC.
嘉宏教育科技有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1935)
Executive Directors:
Mr. Chen Yuguo (Chairman and CEO)
Mr. Chen Yuchun
Mr. Chen Shu
Mr. Chen Nansun
Mr. Chen Lingfeng
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Non-executive Director:
Ms. Zhang Xuli
Principal place of business in
Hong Kong:
Room 2106, 21/F
Emperor Group Centre
288 Hennessy Road
Wanchai
Hong Kong
Independent non-executive Directors:
Ms. Bi Hui
Mr. Fung Nam Shan
Mr. Wang Yuqing
16 April 2026
To the Shareholders
Dear Sir/Madam,
(I) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND TO REPURCHASE SHARES;
(II) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(III) RE-APPOINTMENT OF AUDITORS;
AND
(IV) NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM including, among other matters, (i) proposed to grant the Directors the General Mandate and the Repurchase Mandate; (ii) proposed re-election of the retiring Directors; (iii) proposed re-appointment of auditors; and (iv) to give the notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.
LETTER FROM THE BOARD
A notice convening the AGM is set out on pages 17 to 22 of this circular.
2. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES
At the annual general meeting of the Company held on 16 May 2025, the Directors were granted by the Shareholders (i) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares of the Company in issue as at the date of passing of the resolution on 16 May 2025; (ii) a general unconditional mandate to repurchase Shares up to 10% of the aggregate number of Shares of the Company in issue as at the date of passing of the resolution on 16 May 2025; and (iii) to extend the general mandate of (i) above to include Shares repurchased pursuant to the general mandate of (ii) above. Such general mandates will expire at the conclusion of the forthcoming AGM.
At the AGM, separate ordinary resolutions will be proposed:
(a) to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares or to resell any Treasury Shares not exceeding 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution. The General Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 1,600,830,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the date of the AGM, the Directors will be authorised to issue or resell up to 320,166,000 Shares or Treasury Shares (as the case may be) under the General Mandate;
(b) to grant the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. Under such Repurchase Mandate, the maximum number of Shares that the Company may repurchase shall not exceed 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution. As at the Latest Practicable Date, the number of Shares in issue is 1,600,830,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and assuming no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 160,083,000 Shares, being 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution in relation thereto.
LETTER FROM THE BOARD
The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and
(c) subject to the passing of the aforesaid ordinary resolutions granting the General Mandate and the Repurchase Mandate, to extend the number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.
In accordance with the Listing Rules, an explanatory statement is set out in “Appendix I” to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution granting the Repurchase Mandate at the AGM.
3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with Article 84(2) of the Articles, Mr. Fung Nam Shan, Mr. Wang Yuqing and Ms. Bi Hui, each being an independent non-executive Director, shall retire and being eligible, have offered themselves for re-election at the AGM. At the AGM, ordinary resolutions will be proposed to re-elect Mr. Fung Nam Shan, Mr. Wang Yuqing and Ms. Bi Hui as independent non-executive Directors. The biographical details of the above named Directors who are subject to re-election at the AGM are set out in “Appendix II” to this circular in accordance with the relevant requirements of the Listing Rules.
The re-election of each of the Directors is subject to a separate resolution as set out in the notice of the AGM in this circular.
In reviewing the structure of the Board, the Board considers board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional qualifications, skills, knowledge, length of service and industry and regional experience. 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.
LETTER FROM THE BOARD
In recommending Ms. Bi Hui, Mr. Fung Nam Shan and Mr. Wang Yuqing to stand for re-election as independent non-executive Directors, the Board has considered that in view of their diverse and different educational backgrounds and professional knowledge and experience as mentioned above and as set out in Appendix II to this circular, they will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective operation and their appointments will contribute to the diversification of skills of the Board with independent views appropriate to the requirements of the Company's business as well as for its growth and development.
Each of Ms. Bi Hui, Mr. Fung Nam Shan and Mr. Wang Yuqing has confirmed that (i) he/she meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) he/she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of the Company; and (iii) there are no other factors that may affect his/her independence. The Board had reviewed the independence of Ms. Bi Hui, Mr. Fung Nam Shan and Mr. Wang Yuqing and is of the view that Ms. Bi Hui, Mr. Fung Nam Shan and Mr. Wang Yuqing meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent for re-election.
4. PROPOSED RE-APPOINTMENT OF AUDITORS
In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the AGM to re-appoint Ernst & Young as the auditors of the Company to hold office from the conclusion of the AGM until the next annual general meeting and to authorise the Board to fix their remuneration for the year ending 31 December 2026.
As Ernst & Young is relatively familiar with the Group's financials and affairs, the Board considers that the audit and other related work in respect of the Group for the year ending 31 December 2026 could be performed more efficiently by Ernst & Young, which is in the best interests of the Company and the Shareholders as a whole.
5. CLOSURE OF REGISTER OF MEMBERS
The Register of Members will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Friday, 22 May 2026. The record date will be Friday, 22 May 2026. In order to be eligible to attend and vote at the AGM, all transfer forms 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, not later than 4:30 p.m. on Monday, 18 May 2026.
LETTER FROM THE BOARD
6. ANNUAL GENERAL MEETING
Set out on pages 17 to 22 of this circular is a notice convening the AGM at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve, among other matters, (i) general mandates to issue shares and to resell Treasury Shares and to repurchase shares; (ii) the re-election of the retiring Directors; and (iii) proposed re-appointment of auditors.
Enclosed with this circular is a form of proxy for use at the AGM. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company 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 and in any event not less than 48 hours (i.e. 10:00 a.m. on Wednesday, 20 May 2026) before the time appointed for holding of the AGM 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 and any adjournment thereof should you so wish. In the event that a Shareholder having lodged a form of proxy attends the AGM, his form of proxy will be deemed to have been revoked.
All the resolutions set out in the notice of the AGM would be decided by poll in accordance with the Listing Rules and the Articles. The chairman will explain the detailed procedures for conducting a poll at the commencement of the AGM.
On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy will have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/her/its votes or cast all his/her/its votes in the same way.
After the conclusion of the AGM, the poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jheduchina.com) in the manner prescribed under Rule 13.39(5) and (5A) of the Listing Rules.
7. RECOMMENDATIONS
The Directors consider that (i) the granting of the General Mandate and the Repurchase Mandate to the Directors to issue Shares and to resell Treasury Shares and to repurchase Shares; (ii) the re-election of the retiring Directors; (iii) the re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of all the resolutions proposed at the AGM.
LETTER FROM THE BOARD
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 circular misleading.
9. GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
10. MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully
By order of the Board
JH Educational Technology INC.
Chen Yuguo
Chairman
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, there was a total of 1,600,830,000 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased or cancelled after the Latest Practicable Date and up to the date of passing such resolution at the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 160,083,000 Shares, representing 10% of the existing issued Shares (excluding Treasury Shares (if any)) as at the date of the passing of the relevant resolution at the AGM.
2. REASONS FOR REPURCHASES
The Directors have no present intention to repurchase any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
As compared with the financial position of the Company as at 31 December 2025 (as disclosed in its latest audited financial statements for the year ended 31 December 2025), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period. In the circumstances, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.
3. FUNDING OF REPURCHASES
Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Repurchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Cayman Companies Act, out of capital. Any
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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Cayman Companies Act, out of capital.
4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted by the Shareholders.
5. EFFECT OF TAKEOVERS CODE
A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best of the knowledge and belief of the Company and as recorded in the register required to be kept by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Mr. Chen Yuguo beneficially owns 378,000,000 Shares, representing approximately 23.61% of the total number of Shares in issue as at the Latest Practicable Date. In the event that the Directors exercise in full the power to repurchase the Shares pursuant to the Shares Repurchase Mandate which is proposed to be granted, the shareholding of Mr. Chen Yuguo would be increased to approximately 26.24% of the then total number of Shares of the Company in issue and such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Company has no intention to exercise the Shares Repurchase Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the number of Shares held by the public being reduced to less than 25% of the issued share capital of the Company.
As at the Latest Practicable Date, the total number of issued Shares was 1,600,830,000.
6. SHARE PURCHASE MADE BY THE COMPANY
The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the previous six months preceding and up to the Latest Practicable Date.
APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE
7. INTENTION STATEMENT REGARDING REPURCHASED SHARES
Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as Treasury Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. Should the Company decide to hold repurchased Shares in treasury, the Company will, upon completion of the share repurchase, withdraw the repurchased Shares from CCASS and register the Treasury Shares in the Company's name.
8. GENERAL
The Directors will exercise the powers of the Company to repurchase pursuant to the Repurchase Mandate and in accordance with the Listing Rules, Articles and the applicable laws of the Cayman Islands.
Neither the Explanatory Statement nor the Repurchase Mandate has any unusual features.
9. SHARE PRICES
During each of the previous twelve months to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.85 | 0.69 |
| May | 0.85 | 0.77 |
| June | 0.88 | 0.75 |
| July | 0.94 | 0.81 |
| August | 0.92 | 0.83 |
| September | 0.99 | 0.86 |
| October | 1.29 | 0.83 |
| November | 0.98 | 0.75 |
| December | 0.93 | 0.81 |
| 2026 | | |
| January | 0.95 | 0.84 |
| February | 1.70 | 0.88 |
| March | 1.33 | 1.06 |
| April (up to the Latest Practicable Date) | 1.15 | 1.11 |
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The biographical details of the Directors proposed to be re-elected at the AGM are set out below:
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. Bi Hui (畢慧), aged 61, was appointed as an independent non-executive director of the Company on 18 November 2019. Ms. Bi worked as a part-time lawyer at Zhejiang Kang City Law Firm from March 2005 to December 2024 and is currently a full-time lawyer at Zhejiang Kang City Law Firm. She had been teaching at Zhejiang University of Technology (浙江工業大學) from July 2004 to December 2024. Before teaching at Zhejiang University of Technology, she was the head of the legal department of Zhejiang Yaojiang Group (浙江耀江集團) from 1997 to 2004. Ms. Bi had also worked as a legal advisor to various private companies and public institutions since 1993 and accumulated extensive experience in practicing civil and commercial cases and dealing with corporate law-related matters. Ms. Bi obtained a bachelor's degree in law from Southwest University of Political Science and Law (西南政法大學) in Chongqing, the PRC in July 1992 and a master's degree in law from Zhejiang University (浙江大學) in Zhejiang Province, the PRC in March 2008.
Ms. Bi has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 18 November 2019, which will continue thereafter until terminated pursuant to the letter of appointment. She is entitled to receive a remuneration of HK$150,000 per annum as determined by the Board with reference to her experience and the prevailing market conditions for serving as an independent non-executive director.
Mr. Fung Nam Shan (馮南山), aged 49, was appointed as an independent non-executive Director on 3 November 2018.
The following table shows the key work experience of Mr. Fung:
| Period | Company | Position | Roles and responsibilities |
|---|---|---|---|
| October 2007 to November 2009 | PricewaterhouseCoopers | Audit manager | Auditing and accounting |
| February 2011 to April 2013 | South China Assets Holding Limited, formerly known as South China Land Limited (Stock code: 8155) (the listing of the shares of this company was cancelled on 7 March 2022) | Financial controller and company secretary | Daily financial management, provision of financial and taxation advisory service and provision for budgetary control on development and construction projects |
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
| Period | Company | Position | Roles and responsibilities |
|---|---|---|---|
| July 2014 to April 2024 | Seamless Green China (Holdings) Limited (Stock code: 8150) (the listing of the shares of this company was cancelled on 29 April 2024) | Company secretary | Company secretarial matters |
| May 2015 to May 2017 | China Ocean Fishing Holdings Limited (Stock code: 8047) | Company secretary and authorized representative | Company secretarial matters |
| May 2015 to present | Energy International Investments Holdings Limited (Stock code: 353) | Independent non-executive director | Providing opinion and judgment to the board |
| November 2015 to October 2016 | Future Bright Mining Holdings Limited (Stock code: 2212) | Joint company secretary | Compliance |
| November 2015 to present | Thelloy Development Group Limited (Stock code: 1546) | Company secretary | Company secretarial matters |
| February 2016 to August 2021 | MH Development Limited, formerly known as Camsing International Holding Limited (Stock code: 2662), the listing of the shares of this company was cancelled on 2 September 2021 | Company secretary | Company secretarial matters |
| March 2016 to July 2021 | China Supply Chain Holdings Limited, formerly known as Yat Sing Holdings Limited | Company secretary and authorized representative | Company secretarial matters |
| August 2021 to September 2021 | China Fortune Investment (Holdings) Limited (Stock code: 8116) (the listing of the shares of this company was cancelled on 28 September 2021) | Independent Non-executive Director | Providing opinion and judgment to the board |
| June 2021 to June 2022 | Yues International Holdings Group Limited, formerly known as Goal Rise Logistics (China) Holdings Limited (Stock code: 1529) | Company Secretary and Authorized Representative | Company secretarial matters |
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
| Period | Company | Position | Roles and responsibilities |
|---|---|---|---|
| August 2023 to September 2025 | China Putian Food Holding Limited (Stock code: 1699) (the listing of the shares of this company was cancelled on 11 September 2025) | Company secretary | Company secretarial matters |
Mr. Fung graduated from the University of Newcastle (紐卡素大學) in Australia with a bachelor's degree of commerce. Mr. Fung is a certified public accountant of the Hong Kong Institute of Certified Public Accountants, and is a Certified Practicing Accountant of CPA Australia.
Mr. Fung has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 18 June 2019 (the Listing Date), which will continue thereafter until terminated pursuant to the letter of appointment. He is entitled to receive emoluments of HK$150,000 per annum as determined by the Board with reference the prevailing market conditions for serving as an independent non-executive director.
Mr. Wang Yuqing (王裕清), aged 73, was appointed as an independent non-executive Director on 3 November 2018.
The following table shows the key work experience of Mr. Wang:
| Period | Company | Position | Roles and responsibilities |
|---|---|---|---|
| February 1992 to January 1997 | Jiaozuo Coal Mining School | Deputy director of Dean's Office | Management matters relating to his position |
| February 1997 to December 2002 | Jiaozuo Coal Mining School | Dean of Adult Education College and the Head of Admission Office, Dean of School of Higher Vocational Education | Administrative matters and students enrollment relating to his position |
| December 2002 to May 2005 | Jiaozuo Coal Mining School | Dean of Wanfang College of Science & Technology, Dean of Adult Education College, Dean of School of Higher Vocational Education | Administrative matters relating to his position |
| May 2005 to September 2006 | Henan Polytechnic University | Dean of Wanfang College of Science & Technology | Administrative matters relating to his position |
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
| Period | Company | Position | Roles and responsibilities |
|---|---|---|---|
| October 2006 to October 2008 | Henan Polytechnic University | Assistant to Principal of Henan Polytechnic University and Dean of Wanfang College of Science & Technology | Administrative matters relating to his position |
| October 2008 to October 2013 | Henan Polytechnic University | Vice principal of Henan Polytechnic University and Dean of Wanfang College of Science & Technology | Administrative matters relating to his position |
| October 2013 to March 2018 | Henan Polytechnic University | Dean of Wanfang College of Science & Technology | Administrative matters relating to his position |
Mr. Wang graduated from the Jiaozuo Coal Mining School (焦作礦業學院), currently known as the Henan Polytechnic University (河南理工大學) in Jiaozuo City, Henan Province, the PRC studying engineering in 1978. He graduated from the Taiyuan Polytechnic University* (太原工業大學), currently known as the Taiyuan University of Technology (太原理工大學) in Taiyuan City, Shanxi Province, the PRC with a degree of master of engineering in 1995.
Mr. Wang has entered into a service agreement with the Company for an initial fixed term of one year commencing from 18 June 2019 (the Listing Date), which will continue thereafter until terminated pursuant to the letter of appointment. He is entitled to receive emoluments of HK$150,000 per annum as determined by the Board with reference to the prevailing market conditions for serving as an independent non-executive director.
Save as disclosed herein, none of the above Directors (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years, or other major appointments, or professional qualifications; (ii) holds any other positions with the Company and its subsidiaries; (iii) has any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company; and (iv) does not have any interest in the Shares within the meaning of Part XV of the SFO.
In addition, there is no other matter that needs to be brought to the attention of the Shareholders in respect of the re-election of the above Directors and there is no information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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For identification purpose only
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NOTICE OF ANNUAL GENERAL MEETING
嘉宏教育
JH educational technology inc
JH Educational Technology INC.
嘉宏教育科技有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1935)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of JH Educational Technology INC. (the “Company”) will be held at Room 2701, Boya Times Center, City Center North Road, Qianjiang Century City, Xiaoshan District, Hangzhou, Zhejiang, PRC on Friday, 22 May 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
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To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “Director(s)”) and auditors of the Company (the “Auditors”) for the year ended 31 December 2025.
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(a) To re-elect the following retiring Directors of the Company:
i. Ms. Bi Hui as an independent non-executive Director;
ii. Mr. Fung Nam Shan as an independent non-executive Director; and
iii. Mr. Wang Yuqing as an independent non-executive Director.
(b) To authorise the board of the Directors to fix the remuneration of the Directors.
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To re-appoint Ernst & Young as the Auditors and authorise the board of the Directors to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
"That:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company, to resell any treasury shares of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and treasury shares to be resold by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend 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 in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue (excluding treasury shares (if any)) as at the date of passing 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 and subdivision shall be the same, the said approval shall be limited accordingly;
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of the Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
“Rights Issue” means an offer of shares of the Company, 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 of the Company whose names appear on the register of members on a fixed record date in proportion to their 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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).
- To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
“That:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
NOTICE OF ANNUAL GENERAL MEETING
(c) the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the shares of the Company in issue (excluding treasury shares (if any)) as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be bought back 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 and subdivision shall be the same, and the said approval shall be limited accordingly; and
(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 any applicable law or the Articles of the Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
- To consider and if thought fit, pass the following resolution (with or without modification) as an ordinary resolution of the Company:
“That conditional upon the passing of resolutions nos. 4 and 5 above, the general mandate to the Directors pursuant to resolution no. 4 be and is hereby extended by the addition thereto of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 5, provided that such added number of shares shall not exceed 10% of the total number of the shares of the Company in issue (excluding treasury shares (if any)) as at the date of passing this resolution.”
By order of the Board
JH Educational Technology INC.
Chen Yuguo
Chairman
Wenzhou, Zhejiang Province, the People's Republic of China
16 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal place of business in
Hong Kong:
Room 2106, 21/F
Emperor Group Centre
288 Hennessy Road
Wanchai
Hong Kong
Notes:
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The resolution at the AGM (except those relate to the procedural or administrative matters, which should be taken by a show of hands as the chairman of the AGM may decide, in good faith) will be taken by a poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Stock Exchange in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf.
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In order to be valid, a form of proxy 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 together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours (i.e. 10:00 a.m. on Wednesday, 20 May 2026) before the time appointed for the holding of the above meeting or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present and in such event the form of proxy shall be deemed revoked.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.
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The form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
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Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
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For the purposes of holding the AGM, the register of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Friday, 22 May 2026. In order to be eligible to attend and vote at the AGM, all transfer forms 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, not later than 4:30 p.m. on Monday, 18 May 2026.
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NOTICE OF ANNUAL GENERAL MEETING
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If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force within a period of two (2) hours before the commencement of the AGM, the AGM will be postponed or adjourned. The Company will post an announcement on the websites of the Company (www.jheduchina.com) and the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather condition bearing in mind their own situations.
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References to time and dates of this notice are to Hong Kong time and dates.
As at the date of this notice, the executive Directors of the Company are Mr. Chen Yuguo, Mr. Chen Yuchun, Mr. Chen Shu, Mr. Chen Nansun and Mr. Chen Lingfeng; the non-executive Director is Ms. Zhang Xuli; and the independent non-executive Directors are Ms. Bi Hui, Mr. Fung Nam Shan and Mr. Wang Yuqing.
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