Leader Education Limited — Proxy Solicitation & Information Statement 2024

Dec 30, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Leader Education Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Leader Education Limited

立德教育股份有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1449)

PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Leader Education Limited to be held at Meeting Room, 7/F, First Teaching Building, Heilongjiang College of Business and Technology, No. 33 Qunying Street, Xueyuan Road, Limin Development Zone, Harbin City, Heilongjiang Province, China at 3:30 p.m. on 24 February 2025 is set out on pages 15 to 18 of this circular.

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

31 December 2024

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CONTENTS

Page

Definitions 1

Letter from the Board 4

Appendix I - Explanatory Statement on Buy-back Mandate 8

Appendix II - Particulars of Directors for Re-election 11

Notice of the Annual General Meeting 15

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DEFINITIONS

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

“2024 Annual Report”
the annual report of the Company for the financial year ended 31 August 2024 despatched to the Shareholders on 31 December 2024

“AGM” or “Annual General Meeting”
the annual general meeting of the Company to be held at Meeting Room, 7/F, First Teaching Building, Heilongjiang College of Business and Technology, No. 33 Qunying Street, Xueyuan Road, Limin Development Zone, Harbin City, Heilongjiang Province, China at 3:30 p.m. on 24 February 2025 or any adjournment there of

“Articles”
the articles of association of the Company adopted on 23 February 2024 and as amended 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 buy back up to 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing the relevant resolution granting such mandate

“China” or “PRC”
the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“close associate(s)”
has the meaning ascribed to it under the Listing Rules

“Company”
Leader Education Limited, a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the Main Board of the Stock Exchange

“controlling shareholders”
has the meaning ascribed thereto in the Listing Rules and unless the context otherwise requires, refers to the controlling shareholders of our Company, namely Ms. Dong, Mr. Liu, Junhua Education and Shuren Education

“core connected person(s)”
has the meaning ascribed to it under the Listing Rules

“Director(s)”
director(s) of the Company

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DEFINITIONS

"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to extend the Issue Mandate by the addition of an amount representing the total number of Shares bought back by the Company pursuant to the Buy-Back Mandate

"Group"
the Company and its subsidiaries and the consolidated affiliated entities from time to time, or, where the context so requires in respect of the period before the Company became the holding company of our present subsidiaries, the entities which carried on the business of the present Group at the relevant time

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

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Share (including any sale or transfer of Treasury Shares out of treasury) of up to 20% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution granting such mandate

"Junhua Education"
Junhua Education Limited (竣華教育有限公司), a company incorporated under the laws of the BVI on 18 June 2019 and wholly-owned by Mr. Liu

"Latest Practicable Date"
23 December 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Date"
6 August 2020, since which the Shares of the Company have been listed on the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Mr. Liu"
Mr. Liu Laixiang (劉來祥), the chairman of the Board, the Chief Executive Officer, an executive Director and a controlling shareholder and the spouse of Ms. Dong

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DEFINITIONS

“Ms. Dong”	Ms. Dong Ling (董玲), an executive Director and a controlling shareholder and the spouse of Mr. Liu
“Prospectus”	prospectus of the Company dated 27 July 2020
“RMB”	Renminbi, the lawful currency of China
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time
“Share(s)”	ordinary share(s) of US$0.01 each in the share capital of the Company
“Shareholder(s)”	holder(s) of the Shares
“Shuren Education”	Shuren Education Limited (樹人教育有限公司), a company incorporated under the laws of the BVI on June 18, 2019 and wholly-owned by Ms. Dong
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs as approved by the Securities and Futures Commission in Hong Kong, as amended or supplemented from time to time
“Treasury Shares”	has the meaning ascribed to it under the Listing Rules
“%	per cent

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LETTER FROM THE BOARD

Leader Education Limited

立德教育股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1449)

Executive Directors:
Mr. Liu Laixiang (Chairman)
Ms. Dong Ling
Mr. Wang Yunfu
Mr. Che Wenge

Independent non-executive Directors:
Mr. Zhang Su
Mr. Cao Shaoshan
Mr. Chan Ngai Fan

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

Principal place of business
in Hong Kong:
Unit 26, 14/F, Solo Building
41-43 Carnarvon Road
Tsimshatsui, Kowloon
Hong Kong

31 December 2024

To the Shareholders,

Dear Sir/Madam,

PROPOSED GRANT OF GENERAL MANDATES

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

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the (i) proposed grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate, (ii) the re-election of the retiring Directors, and to seek your approval of the resolutions to these matters at the Annual General Meeting.

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LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with Shares (including any sale or transfer of Treasury Shares out of treasury) of up to 20% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution at the Annual General Meeting. As at the Latest Practicable Date, a total of 666,667,000 Shares were in issue and the Company did not have any Treasury Shares. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that the Company did not have any Treasury Shares and no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 133,333,400 Shares (including any sale or transfer of Treasury Shares out of treasury).

BUY-BACK MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to buy back, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares of up to 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution at the Annual General Meeting. Subject to the passing of the proposed resolution granting the Buy-back Mandate to the Directors and on the basis that the Company does not have any Treasury Shares and no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 66,666,700 Shares.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Buy-back Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

EXTENSION MANDATE

In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the aggregate number of Shares bought back under the Buy-back Mandate.

The Buy-back Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders of the Company in a general meeting prior to the next annual general meeting of the Company.

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LETTER FROM THE BOARD

Please refer to resolutions numbered 5 to 7 set out in the notice of AGM on pages 15 to 18 of this circular for further details of the proposed Issue Mandate, Buy-back Mandate and Extension Mandate.

RE-ELECTION OF DIRECTORS

According 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, then 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.

As such, Mr. Liu Laixiang, Ms. Dong Ling and Mr. Cao Shaoshan will retire. Each of them, being eligible, will offer themselves for re-election. Particulars of each of them are set out in Appendix II to this circular.

THE ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 15 to 18 of this circular. The 2024 Annual Report incorporating the audited consolidated financial statements of the Group for the year ended 31 August 2024 and the reports of the Directors and the auditors of the Company thereon has been despatched to the Shareholders.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and deposit the same with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from 19 February 2025 to 24 February 2025, both days inclusive, for the purpose of determining Shareholders' entitlements to attend and vote at the Annual General Meeting. The record date for entitlement to attend and vote at the Annual General Meeting is 24 February 2025. In order to qualify for the right to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 18 February 2025.

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LETTER FROM THE BOARD

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, every resolution put to the vote at the Annual General Meeting will be taken by way of poll.

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.

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate and the re-election of Directors named above 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.

Yours faithfully,

For and on behalf of the Board of

Leader Education Limited

Liu Laixiang

Chairman

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APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Buy-back Mandate.

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

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions. Among such restrictions, the 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.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 666,667,000 Shares in issue and the Company does not have any Treasury Shares. Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that the Company does not have any Treasury Shares and no further Shares are issued or bought back prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 66,666,700 Shares, which represents 10% of the entire issued share capital of the Company (excluding any Treasury Shares) as at the date of passing the resolution.

1. REASONS FOR THE 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 in the market. Share buy-backs 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.

1. FUNDING OF BUY-BACKS

In buying back the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, applicable laws of Cayman Islands and the Listing Rules.

Taking into account the current working capital position of the Company, the Directors consider that, if the Buy-back Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company. However, the Directors do not intend to make any buy-backs to such an extent as would, in the circumstances, have a material adverse effect on our working capital requirements or the gearing levels which in the opinion of our Directors are from time to time appropriate for us.

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APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

5. SHARE PRICES

The highest and lowest traded prices for the Shares on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

	Highest HK$	Lowest HK$
2023
December	0.395	0.285
2024
January	0.430	0.335
February	0.370	0.315
March	0.380	0.310
April	0.380	0.320
May	0.365	0.310
June	0.335	0.305
July	0.310	0.275
August	0.280	0.246
September	0.340	0.238
October	0.380	0.250
November	0.315	0.250
December (up to the Latest Practicable Date)	0.285	0.250

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING

If upon exercise of the powers of buy-back 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 for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and to the best knowledge and belief of the Directors, Mr. Liu Laixiang and Ms. Dong Ling, who are our executive Directors and in spousal relationship, were indirectly interested in an aggregate of approximately 496,674,000 Shares, representing approximately 74.5% of the total issued share capital of the Company.

In the event that the Directors exercise in full the power to buy back Shares pursuant to the Buy-back Mandate, the voting right of Mr. Liu Laixiang and Ms. Dong Ling in the Company in aggregate would increase to approximately 82.8% of the issued share capital of the Company. Such exercise of the Buy-back Mandate in full will not trigger an obligation on the part of

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APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

Mr. Liu Laixiang and/or Ms. Dong Ling to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the Buy-back Mandate to such an extent as will trigger such obligation under the Takeovers Code.

Furthermore, the Directors will not exercise the Buy-back Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. SHARE BUY-BACK MADE BY THE COMPANY

The Company had not bought back any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months preceding the Latest Practicable Date.

8. GENERAL

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their close associates has any present intention to sell any Shares to the Company if the Buy-back Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to make purchases pursuant to the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of Cayman Islands and the regulations set out in the Articles of the Company.

No core connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by him to the Company in the event that the Buy-back Mandate is granted.

The Company confirms that neither this explanatory statement nor the proposed share buy back has any unusual features.

The Shares bought back by the Company shall be held as Treasury Shares and/or cancelled, depending on market conditions, the Company's capital management needs and funding arrangements at the time of share buy-back. For any Treasury Shares deposited with Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company will (i) procure its stockbroker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions. The Company will take appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares were registered in the Company's own name as Treasury Shares.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

The following sets out the details of the Directors who retire and, being eligible, will offer themselves for re-election at the AGM pursuant to the Article 84(1) of the Articles:

1. LIU LAIXIANG（劉來祥）

Mr. Liu Laixiang (劉來祥), aged 59, the founder of the Group and the honorary principal of Heilongjiang College of Business and Technology, was appointed as the chief executive officer, the chairman of the Board and an executive Director of our Company in February 2020 and in charge of the overall management and strategic development of the Group. Mr. Liu is the spouse of Ms. Dong Ling, one of our executive Directors.

Mr. Liu has approximately 18 years of experience in education. Mr. Liu acted as a chairman of Limin Campus of Heilongjiang College of Science and Technology (黑龍江科技學院利民校區) from March 2006 to May 2011. He then acted as a chairman and director of Chengdong College of Northeast Agricultural University (東北農業大學成棟學院) (the predecessor of Heilongjiang College of Business and Technology) (“Chengdong College”) from June 2011 to March 2015. After that, he has acted as a chairman and an executive director of Harbin Xiangge, the school sponsor of Heilongjiang College of Business and Technology since February 2007. He is responsible for the overall work of the board of directors and major decision making. From April 2015 to June 2022, he acted as the principal and the president of Heilongjiang College of Business and Technology and since June 2022, he acts as the honorary principal and the president of Heilongjiang College of Business and Technology. He is in charge of material decision-making such as the design of school structure and strategic development, optimization and integration of school-running resources, integration of industry and education, campus employment and investment promotion.

Mr. Liu obtained the qualification as a senior economist issued by Heilongjiang Human Resources and Social Security Bureau* (黑龍江省人力資源和社會保障廳) in September 2018. He obtained a bachelor's degree in Science and a master's degree in Science from Harbin Normal University (哈爾濱師範大學) in July 1988 and June 1991, respectively. He obtained a doctor degree in Economics from Renmin University of China (中國人民大學) in June 2007.

As at the Latest Practicable Date, Mr. Liu is a controlling shareholder of our Company and is deemed to be interested in an aggregate of 496,674,000 Shares of the Company pursuant to Part XV of the SFO. Amongst such 496,674,000 Shares, 196,674,000 Shares are directly held by Junhua Education (a company 100% owned by Mr. Liu), and 300,000,000 shares are directly held by Shuren Education, a company 100% owned by Ms. Dong Ling, the spouse of Mr. Liu, an executive Director and a controlling shareholder of the Company. In addition, as of the Latest Practicable Date, Each of Mr. Liu and Ms. Dong respectively owns 40% and 60% of Harbin Xiangge (which has a total registered capital of RMB40,000,000) which in turn wholly owns the school sponsor's interest in Heilongjiang College of Business and Technology (which has a total registered capital of RMB183,330,000). Each of Harbin Xiangge and Heilongjiang College of Business and Technology is our PRC Consolidated Affiliated Entity.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Mr. Liu had no interest in any shares or underlying shares of the Company pursuant to Part XV of the SFO and Mr. Liu does not have any other relationship with any other Directors, senior management, or other substantial shareholders or controlling shareholders of the Company and its subsidiaries. Mr. Liu held no other directorships in any other listed companies in the last three years.

A service contract has been entered into between the Company and Mr. Liu for a term of three years commencing from the Listing Date, automatically renewable for a term of three years subject to retirement and re-election by the Shareholders pursuant to the Articles and the Listing Rules. The current Director's fee payable to Mr. Liu is HK$1,200,000 per annum, which was determined by reference to his duties and responsibilities with the Company.

2. DONG LING（董玲）

Ms. Dong Ling (董玲)(formerly known as Dong Qingxin (董慶新)), aged 55, joined the Group in February 2007 and was appointed as an executive Director of our Company in February 2020, responsible for business management, participating in major decision making and providing opinion to our Board. Ms. Dong is the spouse of Mr. Liu, one of our executive Directors.

Ms. Dong has nearly 27 years of experience in education, which included being a teacher in Heilongjiang Province Foreign Trade College (黑龍江省對外貿易學校) from March 1997 to July 2001 and a director, a lecturer and the head of International Corporation and Exchange Division of Heilongjiang College of Business and Technology from April 2015 to February 2022. Since February 2022, Ms. Dong acts as a director and the vice principal of Heilongjiang College of Business and Technology. She is in charge of logistic work and overall management of the school. In addition, Ms. Dong acts as a deputy general manager of Diaqing Xiangge Property Development Limited* (大慶市祥閣房地產開發有限公司) since August 2001. She is also a deputy general manager of Harbin Xiangge since February 2007. Furthermore, she acts as a general manager of Liankang Consulting since August 2019 and the executive director of Junhua Consulting since July 2020.

Ms. Dong obtained a bachelor's degree in Arts from Harbin Normal University (哈爾濱師範大學) in July 1991. She obtained the qualification of lecturer (講師) issued by Heilongjiang Human Resources and Social Security Bureau (黑龍江省人力資源和社會保障廳)(previously known as Heilongjiang Human Resources Bureau 黑龍江省人事廳) in September 2000.

As at the Latest Practicable Date, Ms. Dong is a controlling shareholder of our Company and is deemed to be interested in an aggregate of 496,674,000 Shares of the Company pursuant to Part XV of the SFO. Amongst such 496,674,000 Shares, 196,674,000 Shares are directly held by Junhua Education (a company 100% owned by Mr. Liu, Ms. Dong's spouse, an executive Director and a controlling shareholder of the Company), and 300,000,000 shares are directly held by Shuren Education Limited (a company 100% owned by Ms. Dong). In addition, as of the Latest Practicable Date, Each of Mr. Liu and Ms. Dong respectively owns 40% and 60% of Harbin Xiangge (which has a total registered capital of RMB40,000,000) which in turn wholly

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

owns the school sponsor's interest in Heilongjiang College of Business and Technology (which has a total registered capital of RMB183,330,000). Each of Harbin Xiangge and Heilongjiang College of Business and Technology is our PRC Consolidated Affiliated Entity.

Save as disclosed above, as at the Latest Practicable Date, Ms. Dong had no interest in any shares or underlying shares of the Company pursuant to Part XV of the SFO and Ms. Dong does not have any other relationship with any other Directors, senior management, or other substantial shareholders or controlling shareholders of the Company and its subsidiaries. Ms. Dong held no other directorships in any other listed companies in the last three years.

A service contract has been entered into between the Company and Ms. Dong for a term of three years commencing from the Listing Date, automatically renewable for a term of three years subject to retirement and re-election by the Shareholders pursuant to the Articles and the Listing Rules. The current Director's fee payable to Ms. Dong is HK$900,000 per annum, which was determined by reference to her duties and responsibilities with the Company.

3. CAO SHAOSHAN（曹少山）

Mr. Cao Shaoshan (曹少山), aged 53, was appointed as an independent non-executive Director of our Company in July 2020, responsible for providing independent opinion and judgement to our Board. Mr. Cao has extensive experience in the field of corporate finance and investment management.

He served as the vice president of Credit Suisse Hong Kong Limited from August 2000 to March 2004 and the vice president of Citigroup Global Markets Hong Kong from April 2004 to May 2006. In addition, he acted as an executive director and co-head of M&A division and head of real-estate finance division of China International Capital Corporation Hong Kong Limited from June 2006 to May 2009. He has been the chairman of Orizon Capital Group Limited (河山國際資本集團有限公司) since June 2009. Also, he has acted as the general manager of Beidou Guoxin Fung Management (Beijing) Limited (北斗國信基金管理(北京)有限公司) since December 2015 and the general manager of Beidou Guoxin Fung Management (Zhuhai Hengqin) Limited (北斗國信基金管理(珠海橫琴)有限公司) since December 2016.

Mr. Cao obtained a bachelor's degree in Arts majoring in English Language from Beijing Foreign Studies College (北京外國語學院)(now known as Beijing Foreign Studies University (北京外國語大學) in July 1993 and a master's degree in Business Administration (MBA) from the University of Virginia Darden Business School in May 2000. He has been admitted as a diploma holder of the Association of Chartered Certified Accountants since May 1997.

As at the Latest Practicable Date, Mr. Cao had no interest in any shares or underlying shares of the Company pursuant to Part XV of the SFO and Mr. Cao does not have any other relationship with any other Directors, senior management, or other substantial shareholders or controlling shareholders of the Company and its subsidiaries. Mr. Cao held no other directorships in any other listed companies in the last three years.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

A letter of appointment has been entered into between the Company and Mr. Cao for a term of one year commencing from the Listing Date, automatically renewable for a term of one year subject to retirement and re-election by the Shareholders pursuant to the Articles and the Listing Rules. The current Director's emolument payable to Mr. Cao is HK$100,000 per annum, which was determined by reference to his duties and responsibilities with the Company.

4. GENERAL

Save for the information set out in this section, there are no other matters that need to be brought to the attention of the Shareholders of the Company in respect of re-election of the retiring Directors and there is no other information relating to the retiring Directors that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

Leader Education Limited

立德教育股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1449)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Leader Education Limited (the “Company”) will be held at Meeting Room, 7/F, First Teaching Building, Heilongjiang College of Business and Technology, No. 33 Qunying Street, Xueyuan Road, Limin Development Zone, Harbin City, Heilongjiang Province, China at 3:30 p.m. on 24 February 2025 for the following purposes:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

1. To receive and approve the audited consolidated financial statements, the reports of the directors (the “Directors”) and the auditors of the Company for the year ended 31 August 2024.

2. Each as a separate resolution:

i. To re-elect Mr. Liu Laixiang as an executive Director;

ii. To re-elect Ms. Dong Ling as an executive Director; and

iii. To re-elect Mr. Cao Shaoshan as an independent non-executive Director.

1. To authorise the board of Directors (the “Board”) of the Company to fix the remuneration of the Directors.

2. To re-appoint Ernst & Young as the Company’s auditors and to authorise the Board to fix their remuneration.

3. “THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to allot, issue and deal with additional shares of US$0.01 each in the share capital of the Company (the “Shares”) (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules)), and to make or grant offers, agreements and options (including

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NOTICE OF ANNUAL GENERAL MEETING

warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved; the approval in this paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements or options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of the aforesaid powers after the expiry of the Relevant Period;

(b) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) (including the treasury shares to be resold or transferred) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (c) below); or (ii) the exercise of any options granted under the share option schemes of the Company adopted from time to time; or (iii) any 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 under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20% of the total number of Shares in issue (excluding any treasury shares) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution), and the said approval shall be limited accordingly; and

(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 or the applicable laws of the Cayman Islands to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

"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 Company's register of members on a fixed record date in proportion to their then holdings of such 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 applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

1. "THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy back (or agree to buy back) the Shares on The Stock Exchange of Hong Kong Limited (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 and the Stock Exchange for such purpose, and subject to and in accordance with all applicable laws and requirements in this regard, be and is hereby generally and unconditionally approved;

(b) the aggregate number of Shares which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution), and the said approval shall be limited accordingly; and

(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 or the applicable laws of the Cayman Islands to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

1. “THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which would or might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares bought back by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of passing the resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution).”

By Order of the Board
Leader Education Limited
Liu Laixiang
Chairman

Harbin, Heilongjiang Province, PRC, 31 December 2024

As at the date of this notice, the executive Directors are Mr. Liu Laixiang, Ms. Dong Ling, Mr. Wang Yunfu and Mr. Che Wenge; and the independent non-executive Directors are Mr. Zhang Su, Mr. Cao Shaoshan and Mr. Chan Ngai Fan.

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the annual general meeting of the Company for the financial year ended 31 August 2024 (“AGM”), the register of members of the Company will be closed from 19 February 2025 to 24 February 2025, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 18 February 2025.

2. A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he/she is the holder of two or more shares, more proxies to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company.

3. In the case of joint registered holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

4. In order to be valid, the signed and completed form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM (i.e. not later than 3:30 p.m. on 22 February 2025) or any adjournment thereof. If a form of proxy is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Company’s branch share registrar in Hong Kong together with the form of proxy.

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