Leader Education Limited — Proxy Solicitation & Information Statement 2025

Apr 24, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Leader Education Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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)

MAJOR TRANSACTIONS

FINANCE LEASE ARRANGEMENT (CHENGTAY)
AND
FINANCE LEASE ARRANGEMENT (GUOJIN)

A letter from the Board is set out on pages 6 to 19 of this circular.

The Finance Lease Arrangement (Chengtay), the Finance Lease Arrangement (Guojin) and the transactions contemplated thereunder have been approved by written shareholder's approval obtained from Shuren Education and Junhua Education, being a closely allied group of Shareholders, which together hold 496,674,000 issued shares of the Company (representing approximately $74.50\%$ of the total issued shares of the Company) pursuant to Rule 14.44 of the Listing Rules in lieu of holding a general meeting of the Company. This circular is being despatched to the Shareholders for information only.

25 April 2025

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CONTENTS

Pages

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 6
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ... 20
APPENDIX II - GENERAL INFORMATION ... 25

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DEFINITIONS

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

"Announcements"
the announcements of the Company dated 23 January 2025 and 21 February 2025 in relation to, among other things, the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin), respectively

"associate(s)"
has the meaning ascribed thereto in the Listing Rules

"Beijing Junhua"
Beijing Junhua Business Information Consulting Co., Ltd.* (北京峻華商務信息諮詢有限公司), a limited liability company established under the laws of the PRC on 8 July 2020, which is held as to 100% by Leader Education (HK) Limited

"Board"
the board of Directors

"Chengtay Financing"
Chengtay Finance Lease Shanghai Co., Ltd.* (誠泰融資租賃(上海)有限公司), a limited liability company established under the laws of the PRC on 11 September 2015

"Company"
Leader Education Limited (立德教育股份有限公司)(stock code: 1449), an exempted company incorporated in the Cayman Islands with limited liability on 17 June 2019

"connected person(s)"
has the meaning ascribed thereto in the Listing Rules

"controlling shareholders"
has the meaning ascribed thereto in the Listing Rules

"Directors"
the director(s) of the Company

"Finance Lease Agreement (Guojin)"
the finance lease agreement dated 21 February 2025 between Shanghai Guojin and Heilongjiang College of Business and Technology as part of the Finance Lease Arrangement (Guojin)

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DEFINITIONS

"Finance Lease Arrangement (Chengtay)"

(i) the purchase of the Leased Assets (Chengtay) by Chengtay Financing; (ii) the lease back of the Leased Assets (Chengtay) to Heilongjiang College of Business and Technology; and (iii) the provision of the business consultation services by Chengtay Financing to Heilongjiang College of Business and Technology, pursuant to the Ownership Transfer Agreement (Chengtay), the Sale and Leaseback Agreement (Chengtay) and the Services Agreement (Chengtay), respectively

"Finance Lease Arrangement (Guojin)"

(i) the purchase of the Leased Assets (Guojin) by Shanghai Guojin; (ii) the lease back of the Leased Assets (Guojin) to Heilongjiang College of Business and Technology; and (iii) the provision of the guarantees to Shanghai Guojin by the Guarantors for Heilongjiang College of Business and Technology, pursuant to the Finance Lease Agreement (Guojin), the Transfer Agreement (Guojin) and the Guarantee Agreements (Guojin), respectively

"Group"

the Company, its subsidiaries and consolidated affiliated entities from time to time

"Guarantee Agreement(s) (Guojin)"

the guarantee agreement(s) dated 21 February 2025 between Shanghai Guojin, Heilongjiang College of Business and Technology and the Guarantor(s) as part of the Finance Lease Arrangement (Guojin)

"Guarantors"

the guarantors providing joint liability guarantee to Shanghai Guojin for the liabilities of Heilongjiang College of Business and Technology under the Finance Lease Agreement (Guojin) and the Transfer Agreement (Guojin), include Mr. Liu, Ms. Dong, Beijing Junhua, Harbin Xiangge, Liankang Consulting, Nantong Junhua, Nantong Junhua Vocational School, Quanren Education and Tianjin Holistic

"Harbin Junfengda"

Harbin Junfengda Property Development Co., Ltd.* (哈爾濱竣峰達房地產開發有限公司), a limited liability company established under the laws of the PRC on 17 March 2010, which is indirectly held as to 60% and 40% by Ms. Dong and Mr. Liu, respectively

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DEFINITIONS

“Harbin Xiangge” Harbin Xiangge Enterprise Management Ltd. (哈爾濱祥閣企業管理有限公司), formerly known as Harbin Xiangge Zhiye Co., Ltd. (哈爾濱祥閣置業有限公司), a limited liability company established under the laws of the PRC on 7 February 2007 and a consolidated affiliated entity of the Company

“Heilongjiang College of Business and Technology” Heilongjiang College of Business and Technology (黑龍江工商學院), a private regular undergraduate institution approved and established under the laws of PRC on 25 June 2003 and a consolidated affiliated entity of the Company

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

“Independent Third Parties” person(s) or company(ies) which is/are independent of and not connected with the Company and its connected persons

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

“Latest Practicable Date” 22 April 2025, being the latest practicable date for ascertaining certain information in this circular

“Leased Assets (Chengtay)” certain assets, including smart media terminal, experimental equipment, microscope, machine tool, computer, projector, air conditioner, piano, equipment, etc., which were sold by Heilongjiang College of Business and Technology to Chengtay Financing and leased back to Heilongjiang College of Business and Technology pursuant to the Finance Lease Arrangement (Chengtay)

“Leased Assets (Guojin)” certain assets, including air conditioners, transformers, fire alarm equipment, smoke exhaust fans, sewage treatment equipment, fan coils, diesel generators, etc., which were sold by Heilongjiang College of Business and Technology to Shanghai Guojin and leased back to Heilongjiang College of Business and Technology pursuant to the Finance Lease Arrangement (Guojin)

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DEFINITIONS

"Liankang Consulting"
Heilongjiang Liankang Business Information Consulting Co., Ltd.* (黑龍江聯康商務信息諮詢有限公司), a limited liability company established under the laws of the PRC on 8 August 2019, which is an indirect wholly owned subsidiary of the Company

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

"Mr. Liu"
Mr. Liu Laixiang (劉來祥), the Chairman, the Chief Executive Officer, an executive Director and the spouse of Ms. Dong

"Ms. Dong"
Ms. Dong Ling (董玲), an executive Director and the spouse of Mr. Liu

"Nantong Junhua"
Nantong Junhua Kechuangyuan Ltd* (南通峻華科創園有限公司), a limited liability company established under the laws of the PRC on 1 December 2020, which is held as to 77.97% by Heilongjiang College of Business and Technology and 23.03% by Leader Education (HK) Limited

"Nantong Junhua Vocational School"
Nantong Junhua Secondary Vocational School Co., Ltd.* (南通峻華中等職業學校有限公司), a limited liability company established under the laws of the PRC, which is held as to 100% by Nantong Junhua

"Ownership Transfer Agreement (Chengtay)"
the ownership transfer agreement dated 23 January 2025 between Chengtay Financing and Heilongjiang College of Business and Technology as part of the Finance Lease Arrangement (Chengtay)

"PRC"
the People's Republic of China, for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan

"Quanren Education"
Tianjin Quanren Education Technology Co., Ltd.* (天津全人教育科技有限公司), a limited liability company established under the laws of the PRC, which is held as to 100% by Harbin Xiangge

"RMB"
Renminbi, the lawful currency of the PRC

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DEFINITIONS

“Sale and Leaseback Agreement (Chengtay)”
the sale and leaseback agreement dated 23 January 2025 between Chengtay Financing and Heilongjiang College of Business and Technology in terms of Leased Assets (Chengtay) as part of Finance Lease Arrangement (Chengtay)

“Services Agreement (Chengtay)”
the services agreement dated 23 January 2025 between Chengtay Financing and Heilongjiang College of Business and Technology as part of the Finance Lease Arrangement (Chengtay)

“Shanghai Guojin”
Shanghai Guojin Financial Leasing Co., Ltd.* (上海國金融資租賃有限公司), a limited liability company established under the laws of the PRC

“Share(s)”
the ordinary share(s) in the share capital of the Company

“Shareholder(s)”
holder(s) of Share(s)

“Shuren Education”
Shuren Education Limited (樹人教育有限公司), a company incorporated under the laws of the British Virgin Islands on 18 June 2019 and wholly-owned by Ms. Dong

“Stock Exchange”
The Stock Exchange of Hong Kong Limited

“Tianjin Holistic”
Tianjin Holistic Vocational Secondary School Co., Ltd.* (天津全人職業中等專業學校有限公司), a company incorporated under the laws of the PRC on 10 October 2023 and indirectly 100% owned by Harbin Xiangge

“Transfer Agreement (Guojin)”
the transfer agreement dated 21 February 2025 between Shanghai Guojin and Heilongjiang College of Business and Technology as part of the Finance Lease Arrangement (Guojin)

“%”
per cent.

• for identification purpose only

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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 and Chief Executive Officer)
Ms. Dong Ling
Mr. Wang Yunfu
Mr. Che Wenge

Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Hutchins Drive

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

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

25 April 2025

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTIONS

FINANCE LEASE ARRANGEMENT (CHENGTAY)
AND
FINANCE LEASE ARRANGEMENT (GUOJIN)

INTRODUCTION

References are made to the Announcements.

The purpose of this circular is to provide the Shareholders with, among other things, (i) details of the Finance Lease Arrangement (Chengtay) and the transactions contemplated thereunder; (ii) details of the Finance Lease Arrangement (Guojin) and the transactions contemplated thereunder; and (iii) other general information of the Company.

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LETTER FROM THE BOARD

BACKGROUND

On 23 January 2025 (after trading hours), Heilongjiang College of Business and Technology entered into the Sale and Leaseback Agreement (Chengtay), the Ownership Transfer Agreement (Chengtay) and the Services Agreement (Chengtay) with Chengtay Financing in respect of the Finance Lease Arrangement (Chengtay) at a sale price of RMB50,000,000 and total lease payment of RMB54,895,000.

On 21 February 2025 (after trading hours), Heilongjiang College of Business and Technology entered into the Finance Lease Agreement (Guojin), the Transfer Agreement (Guojin) and the Guarantee Agreements (Guojin) with Shanghai Guojin in respect of the Finance Lease Arrangement (Guojin) at a sale price of RMB50,000,000 and total lease payment of RMB54,525,000.

PRINCIPAL TERMS OF THE FINANCE LEASE ARRANGEMENT (CHENGTAY)

The principal terms of the Finance Lease Arrangement (Chengtay) are summarized as follows:

Sale and Leaseback Agreement (Chengtay)

Date: 23 January 2025 (after trading hours)

Parties:
(i) Heilongjiang College of Business and Technology (as the lessee)
(ii) Chengtay Financing (as the lessor)

Lease Term: 36 months, starting from the date on which the sale price for the Leased Assets (Chengtay) was fully paid according to Ownership Transfer Agreement (Chengtay) (“Lease Commencement Date (Chengtay)”).

Total Lease Payment: RMB54,895,000, which was determined after arm’s length negotiations with reference to the appraised net value of the Leased Assets (Chengtay) of approximately RMB56,940,886 as at 23 January 2025 and the prevailing market interest rates and trading terms of the similar finance lease arrangements.

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LETTER FROM THE BOARD

Principle Terms:

Lease of the Leased Assets (Chengtay)

The Leased Assets (Chengtay) shall be leased back to Heilongjiang College of Business and Technology for the lease term at the total lease payment of RMB54,895,000, payable by Heilongjiang College of Business and Technology to Chengtay Financing in 12 installments in the 2nd, 4th, 7th, 10th, 14th, 17th, 19th, 22nd, 25th, 28th, 31st and 36th month after the Lease Commencement Date (Chengtay).

Transfer of Ownership of the Leased Assets (Chengtay) back to the Lessee

Upon the expiry of the lease term and subject to full performance of the Sale and Leaseback Agreement (Chengtay) by Heilongjiang College of Business and Technology, Chengtay Financing shall transfer the ownership of the Leased Assets (Chengtay) to Heilongjiang College of Business and Technology in consideration of the payment of a retention money of RMB100 by Heilongjiang College of Business and Technology, which is payable together with the last instalment of the lease payment.

Contract Effectiveness Conditions:

The Sale and Leaseback Agreement (Chengtay) shall come into effect upon: (i) the Ownership Transfer Agreement (Chengtay) has been executed; and (ii) Chengtay Financing has received the letter of guarantee.

Ownership Transfer Agreement (Chengtay)

Date:
23 January 2025 (after trading hours)

Parties:
(i) Heilongjiang College of Business and Technology (as the seller)
(ii) Chengtay Financing (as the purchaser)

Sale Price:

RMB50,000,000, which was determined after arm's length negotiations with reference to the appraised net value of approximately RMB56,940,886 as at 23 January 2025 and the fair market price of the similar assets.

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LETTER FROM THE BOARD

Leased Assets (Chengtay):
The Leased Assets (Chengtay) comprises smart media terminal, experimental equipment, microscope, machine tool, computer, projector, air conditioner, piano, equipment, etc.

The unaudited book value of the Leased Assets (Chengtay) as at 23 January 2025 amounts to approximately RMB73,611,979.

Principle Terms:
Sale of the Leased Assets (Chengtay) to Chengtay Financing

Heilongjiang College of Business and Technology agreed to sell and Chengtay Financing agreed to purchase the Leased Assets (Chengtay) at a consideration of RMB50,000,000, to be paid in one lump sum or by installment.

The conditions for the payment of above-mentioned sale price include (i) Chengtay Financing receives the payment notice issued by Heilongjiang College of Business and Technology; (ii) Chengtay Financing receives the invoice issued by Heilongjiang College of Business and Technology.

As at the Latest Practicable Date, all of the above conditions have been fulfilled and the total sale price of RMB50,000,000 has been received by Heilongjiang College of Business and Technology.

Delivery of the Leased Assets (Chengtay)

The ownership of the Leased Assets (Chengtay) shall be transferred to Chengtay Financing upon payment of the consideration for the transfer of the Leased Assets (Chengtay). As at the Latest Practicable Date, the ownership of the Leased Assets (Chengtay) has been transferred to Chengtay Financing.

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LETTER FROM THE BOARD

Services Agreement (Chengtay)

Date: 23 January 2025 (after trading hours)

Parties:
(i) Heilongjiang College of Business and Technology (as the recipient of service)
(ii) Chengtay Financing (as the service provider)

Fee: RMB3,300,000, which shall be paid in one lump sum before 24 August 2025 by wire transfer.

The service fees under the Service Agreement (Chengtay) were determined after arm's length negotiations, with reference to the prevailing market fees for finance lease arrangements of similar types and scales of assets. The Directors are of the view that the terms of Service Agreement (Chengtay) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Principle Terms: Chengtay Financing shall provide the consulting services related to macroeconomic policies and industry development, as well as other financial and economic consulting services, to Heilongjiang College of Business and Technology. Although the Service Agreement (Chengtay) is not interconditional with the Sale and Leaseback Agreement (Chengtay) or the Ownership Transfer Agreement (Chengtay), the services thereunder are all in connection with the implementation of the Finance Lease Arrangement (Chengtay).

Guarantee for Sale and Leaseback Agreement (Chengtay)

Mr. Liu, Ms. Dong, Harbin Xiangge, Liankang Consulting, Harbin Junfengda, Tianjin Holistic and Nantong Junhua are the joint liability guarantors for Heilongjiang College of Business and Technology to perform its obligations under the Sale and Leaseback Agreement (Chengtay). The guarantors provide joint liability guarantee to Chengtay Financing for the liabilities of Heilongjiang College of Business and Technology under the Sale and Leaseback Agreement (Chengtay).

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LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE FINANCE LEASE ARRANGEMENT (GUOJIN)

The principal terms of the Finance Lease Arrangement (Guojin) are summarized as follows:

Finance Lease Agreement (Guojin)

The principal terms of the Finance Lease Agreement (Guojin) are summarized as follows:

Date: 21 February 2025 (after trading hours)

Parties:
(i) Heilongjiang College of Business and Technology (as the seller/lessee)
(ii) Shanghai Guojin (as the purchaser/lessor)

Leased Assets (Guojin):
The Leased Assets (Guojin) comprise air conditioners, transformers, fire alarm equipment, smoke exhaust fans, sewage treatment equipment, fan coils, diesel generators, etc.

The unaudited book value of the Leased Assets (Guojin) as at 31 December 2024 amounted to RMB55,193,960.

Lease Term: 36 months

Total Lease Payment:
The total lease payment is RMB54,525,000, which was determined after arm's length negotiations with reference to the appraised net value of the Leased Assets (Guojin) of RMB52,777,901.60 as at 31 December 2024 and the prevailing market interest rates and trading terms of the similar finance lease arrangements.

The total lease payment shall be paid monthly by Heilongjiang College of Business and Technology to Shanghai Guojin pursuant to the lease payment schedule as set out in the Finance Lease Agreement (Guojin) in 36 installments during the lease term.

Handling Fee:
RMB2,500,000, which shall be paid in one lump sum by Heilongjiang College of Business and Technology before Shanghai Guojin makes any payment for the sale price under the Finance Lease Agreement (Guojin) and shall be non-refundable.

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LETTER FROM THE BOARD

Such handling fee shall be deemed as the service fee for the services provided by Shanghai Guojin to Heilongjiang College of Business and Technology, including but not limited to due diligence, design of finance lease plan and transaction structure, preparation of project reports, legal services, fund allocation, and post-lease management, etc.

The handling fees under the Finance Lease Agreement (Guojin) were determined after arm's length negotiations, with reference to the prevailing market fees for finance lease arrangements of similar types and scales of assets. The Directors are of the view that the terms of such handling fee are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Notarization Fee: RMB15,000

Ownership of the Leased Assets (Guojin):

Upon the expiry of the lease term, provided that Heilongjiang College of Business and Technology has paid all the amounts payable under the Finance Lease Agreement (Guojin), Heilongjiang College of Business and Technology is entitled to request Shanghai Guojin to transfer the ownership of the Leased Assets (Guojin) back to Heilongjiang College of Business and Technology at the end of the lease term on an "as-is" basis, in consideration of the payment of a retention money of RMB5 by Heilongjiang College of Business and Technology.

Transfer Agreement (Guojin)

The principal terms of the Transfer Agreement (Guojin) are summarized as follows:

Date: 21 February 2025 (after trading hours)

Parties: (i) Heilongjiang College of Business and Technology (as the seller)

(ii) Shanghai Guojin (as the purchaser)

Sale Price: RMB50,000,000, which was determined after arm's length negotiations with reference to the appraised net value of the Leased Assets (Guojin) amounting to approximately RMB52,777,901.60 as at 31 December 2024 and the fair market price of the similar assets.

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LETTER FROM THE BOARD

Principle Terms:

Sale of the Leased Assets (Guojin) to Shanghai Guojin

Heilongjiang College of Business and Technology agreed to sell and Shanghai Guojin agreed to purchase the Leased Assets (Guojin) at a consideration of RMB50,000,000, to be paid in one lump sum or by installment.

The sale price shall be paid by Shanghai Guojin to the Heilongjiang College of Business and Technology after the following conditions being fulfilled:

(i) Shanghai Guojin has received relevant documents provided by Heilongjiang College of Business and Technology, including the Private Non-Enterprise Unit Registration Certificate (民辦非企業單位登記證), School Operating License (辦學許可證), articles of association, and the board resolution(s) approving the Finance Lease Arrangement (Guojin);

(ii) Shanghai Guojin has received the payment notice and the certificate of ownership transfer in relation to the Leased Assets (Guojin) issued by Heilongjiang College of Business and Technology;

(iii) Shanghai Guojin has received the ownership declaration, acceptance certificate, and acceptance report relating to the Leased Assets (Guojin) issued by Heilongjiang College of Business and Technology;

(iv) Shanghai Guojin has received the deposit (if any), handling fee and notarization fee from Heilongjiang College of Business and Technology;

(v) Shanghai Guojin has received the board resolutions and/or shareholders' resolutions approving the Guarantee Agreements (Guojin) from the Guarantors (if applicable), and the Guarantee Agreements (Guojin) have been effective;

(vi) Heilongjiang College of Business and Technology has cooperated with Shanghai Guojin to complete the change of the ownership of the Leased Assets (Guojin) and obtained relevant supporting documents; and

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LETTER FROM THE BOARD

(vii) Shanghai Guojin has received other documents as required by Shanghai Guojin from Heilongjiang College of Business and Technology.

As at the Latest Practicable Date, all of the above conditions have been fulfilled and the total sale price of RMB50,000,000 has been received by Heilongjiang College of Business and Technology.

Delivery of the Leased Assets (Guojin)

The ownership of the Leased Assets (Guojin) shall be transferred to Shanghai Guojin upon payment of the sale price of the Leased Assets (Guojin). As at the Latest Practicable Date, the ownership of the Leased Assets (Guojin) has been transferred to Shanghai Guojin.

Guarantee Agreements (Guojin)

Heilongjiang College of Business and Technology and Shanghai Guojin entered into a Guarantee Agreement (Guojin) with each of the Guarantors, pursuant to which, Mr. Liu, Ms. Dong, Beijing Junhua, Harbin Xiangge, Liankang Consulting, Nantong Junhua, Nantong Junhua Vocational School, Quanren Education and Tianjin Holistic are joint liability guarantors for Heilongjiang College of Business and Technology to perform its obligations under the Finance Lease Agreement (Guojin) and the Transfer Agreement (Guojin). The Guarantors provided joint liability guarantee to Shanghai Guojin for the liabilities of Heilongjiang College of Business and Technology under the Finance Lease Agreement (Guojin) and the Transfer Agreement (Guojin).

EFFECTIVE INTEREST RATES

Set out below are the effective interest rates for the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin):

Effective Interest Rate
Leased Assets (Chengtay) 8.3%
Leased Assets (Guojin) 9.0%

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LETTER FROM THE BOARD

Considering (i) the effective interest rates of recent finance lease arrangements entered into by Heilongjiang College of Business and Technology, including the effective interest rate of 9.51% for the finance lease arrangement entered into with Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司) on 11 November 2024 and the effective interest rate of 9.01% for the finance lease arrangement entered into with Guotai Leasing Group Co., Ltd. (國泰租賃有限公司) on 11 November 2024, and (ii) the prevailing market interest rates for finance lease arrangements of similar types and scales of assets, the Directors are of the view that the effective interest rates for the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin) are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

BOOK VALUES OF AND NET PROFITS ATTRIBUTABLE TO THE LEASED ASSETS (CHENGTAY) AND LEASED ASSETS (GUOJIN)

The book values of the Leased Assets (Chengtay) and Leased Assets (Guojin) for each of the financial years ended 31 August 2023 and 31 August 2024 are as follows:

	Year ended 31 August
	2023	2024
	(RMB)	(RMB)
Leased Assets (Chengtay)	56,940,886	56,940,886
Leased Assets (Guojin)	55,193,960	55,193,960

Net profit/loss is not applicable to the Leased Assets (Chengtay) and Leased Assets (Guojin) for the years ended 31 August 2023 and 2024.

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LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF ENTERING INTO THE FINANCE LEASE ARRANGEMENT (CHENGTAY) AND THE FINANCE LEASE ARRANGEMENT (GUOJIN)

By entering into the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin), the Group would gain access to financial resources to fund the construction of the campus of the Group and support its general working capital needs while the Group's operation would not be affected by the sale of the Leased Assets (Chengtay) and the Leased Assets (Guojin), because such assets are immediately leased back to the Group. There is no transfer of possession or use of the assets to Chengtay Financing or Shanghai Guojin under the Finance Lease Arrangement (Chengtay) or the Finance Lease Arrangement (Guojin). According to the International Financial Reporting Standards, the transactions contemplated under the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin) do not constitute a disposal of assets and will not give rise to any gain or loss to be recorded in the Group's income statement. Upon expiry of the lease term, the Group could pay the nominal retention money to have the Leased Assets (Chengtay) and the Leased Assets (Guojin) transferred back to the Group. Therefore, in substance and in terms of accounting treatment, the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin) are in effect the largely similar to borrowing a secured loan.

The Directors are of the opinion that the terms and conditions of the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin) are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

FINANCIAL EFFECTS OF ENTERING INTO THE FINANCE LEASE ARRANGEMENT (CHENGTAY) AND THE FINANCE LEASE ARRANGEMENT (GUOJIN)

According to the International Financial Reporting Standards, the transactions contemplated under the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin) do not constitute a disposal of assets and will not give rise to any gain or loss to be recorded in the Group's income statement.

Under the Finance Lease Arrangement (Chengtay), it is expected that (i) the total assets of the Group will be increased to reflect the cash to be received from the sale proceeds of the Leased Assets (Chengtay) of RMB50,000,000 and (ii) the total liabilities of the Group will be increased by the amount of such proceeds, being RMB50,000,000 for the Leased Assets (Chengtay), to reflect the liability of the Group.

Under the Finance Lease Arrangement (Guojin), it is expected that (i) the total assets of the Group will be increased to reflect the cash to be received from the sale proceeds of the Leased Assets (Guojin) of RMB50,000,000 and (ii) the total liabilities of the Group will be increased by the amount of such proceeds, being RMB50,000,000 for the Leased Assets (Guojin), to reflect the liability of the Group.

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LETTER FROM THE BOARD

The Group intends to use the proceeds from the Finance Lease Arrangement (Chengtay) and Finance Lease Arrangement (Guojin) to fund the construction of the campus of the Group and support its general working capital needs.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the transactions under the Finance Lease Arrangement (Chengtay) exceeds 25% but is less than 100%, the Finance Lease Arrangement (Chengtay) constitute a major transaction of the Company and therefore shall subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) of Finance Lease Arrangement (Guojin), exceeds 25% but is less than 100%, the Finance Lease Arrangement (Guojin) constitutes a major transaction of the Company. Therefore the Finance Lease Arrangement (Guojin) shall be subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting on, any resolution to approve, confirm and/or ratify the Finance Lease Arrangement (Chengtay) and Finance Lease Arrangement (Guojin) if the Company were to convene a general meeting to approve, confirm and/or ratify the same. The Company has received written certificate to approve the Finance Lease Arrangement (Chengtay) and Finance Lease Arrangement (Guojin) from Shuren Education (holding 300,000,000 Shares, and 100% owned by Ms. Dong) and Junhua Education (holding 196,674,000 Shares, and 100% owned by Mr. Liu, the spouse of Ms. Dong), being a closely allied group of Shareholders, which together hold 496,674,000 issued shares of the Company (representing approximately 74.50% of the total issued shares of the Company) as at the date of this circular, in accordance with Rule 14.44 of the Listing Rules. No Shareholders’ meeting will be convened by the Company to approve, confirm and/or ratify the Finance Lease Arrangement (Chengtay) and Finance Lease Arrangement (Guojin).

INFORMATION ON THE PARTIES

The Group

The Company is principally engaged in investment holding and the Group is principally engaged in providing private higher education services in the PRC through Heilongjiang College of Business and Technology.

Heilongjiang College of Business and Technology is a consolidated affiliated entity of the Company, and is a private regular undergraduate institution approved and established under the laws of PRC.

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LETTER FROM THE BOARD

Chengtay Financing

Chengtay Financing is a limited liability company established under the laws of the PRC and is principally engaged in financial leasing business and financial services in the PRC. Chengtay Financing is owned as to approximately 35.40%, 23.57%, 20.19%, 15.25%, 3.11% and 2.48% by Sunshine Life Insurance Corporation Limited (陽光人壽保險股份有限公司), Shandong Tongjia Investment Co., Ltd. (山東通嘉投資有限公司), Shanghai Oriental Security Venture Capital Co., Ltd. (上海東方證券創新投資有限公司), Shanghai Weishi Investment Management Co., Ltd. (上海衛石投資管理有限公司), Sundry Global Investments Limited (單騰環球投資有限公司) and Hai Yi Li Wei Investment Management (Shanghai) Co., Ltd. (海鏢麗緯投資管理(上海)有限公司), respectively.

Sunshine Life Insurance Corporation Limited (陽光人壽保險股份有限公司) is owned as to 99.99% by Sunshine Insurance Group Company Limited (陽光保險集團股份有限公司), a company listed on the Main Board of the Stock Exchange (stock code: 6963), and a major insurance company in the PRC.

Shandong Tongjia Investment Co., Ltd. (山東通嘉投資有限公司) is owned as to approximately 99.97% by Shandong Qijiao Development Investment Fund Partnership (limited Partnership) (山東齊交發展投資基金合夥企業(有限合夥)), which in turn is owned as to 99.99% by Zhonghai Trust Co., Ltd. (中海信託股份有限公司). Zhonghai Trust Co., Ltd. (中海信託股份有限公司) is owned as to 95% by China National Offshore Oil Corp. (中國海洋石油集團有限公司), the holding company of CNOOC Limited, which is a company listed on the Shanghai Stock Exchange (stock code: 600938) and the Stock Exchange (stock code: 883). China National Offshore Oil Corp. (中國海洋石油集團有限公司) is 100% owned by State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員會).

Shanghai Oriental Security Venture Capital Co., Ltd.* (上海東方證券創新投資有限公司) is a wholly-owned subsidiary of Orient Securities Co., Ltd. (東方證券股份有限公司), which is a company listed on the Shanghai Stock Exchange (stock code: 600958) and the Stock Exchange (stock code: 3958).

Shanghai Weishi Investment Management Co., Ltd. (上海衛石投資管理有限公司) is owned as to approximately 67.96%, 32.04% and 0.002% by Shandong Tongjia Investment Co., Ltd. (山東通嘉投資有限公司), Urumqi Dongshixinhe Business Consulting Co., Ltd. (烏魯木齊東石信和商貿諮詢有限合夥企業) and Niu Weidong (牛衛東). Urumqi Dongshixinhe Business Consulting Co., Ltd. (烏魯木齊東石信和商貿諮詢有限合夥企業) is owned as to approximately 90.38% by China Industrial International Trust Limited (興業國際信託有限公司), which is owned as to approximately 73.00% by Industrial Bank Co., Ltd. (興業銀行股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 601166).

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LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Chengtay Financing and its ultimate beneficial owner(s) (if applicable) are third parties independent from the Company and its connected persons (as defined in the Listing Rules).

Shanghai Guojin

Shanghai Guojin is a limited liability company established under the laws of the PRC and is principally engaged in leasing, operating leasing and financial leasing business in the PRC. Shanghai Guojin is owned as to approximately 70.85% and 29.15% by Shanghai SIIC Financial Services Holding Co., Ltd. (上海上實金融服務控股股份有限公司) and SIIC Investment (Shanghai) Co., Ltd. (上實投資(上海)有限公司).

Shanghai SIIC Financial Services Holding Co., Ltd. (上海上實金融服務控股股份有限公司) is owned as to approximately 42.00%, 28.40%, 12.57%, 11.36% and 5.68% by SIIC Property Group (Shanghai) Co., Ltd. (上實置業集團(上海)有限公司), SIIC Asset & Operation Co., Ltd (上海上投資產經營有限公司), SIIC Shanghai (Group) Co., Ltd. (上海上實(集團)有限公司), Shanghai Guosheng Group Assets Co., Ltd. (上海國盛集團資產有限公司), and Jinggong Group Co., Ltd. (精功集團有限公司).

SIIC Property Group (Shanghai) Co., Ltd. (上實置業集團(上海)有限公司) is 100% owned by Shanghai Overseas Co., Ltd. (上海海外有限公司), which is in turn 100% owned by Shanghai City State-owned Assets Supervision and Administration Commission. SIIC Asset & Operation Co., Ltd. (上海上投資產經營有限公司) is owned as to approximately 65.41% and 34.59% by SIIC Shanghai (Group) Co., Ltd. (上海上實(集團)有限公司) and Shanghai Pharmaceutical (Group) Co., Ltd. (上海醫藥(集團)有限公司) which is turn owned by SIIC Shanghai (Group) Co., Ltd. (上海上實(集團)有限公司) as to 60%. SIIC Shanghai (Group) Co., Ltd. (上海上實(集團)有限公司) is 100% owned by Shanghai City State-owned Assets Supervision and Administration Commission.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Shanghai Guojin and its ultimate beneficial owner(s) (if applicable) are third parties independent from the Company and its connected persons (as defined in the Listing Rules).

FURTHER INFORMATION

Your attention is also drawn to the additional information contained in the appendices to this circular.

Yours faithfully,

By order of the Board

Leader Education Limited

LIU Laixiang

Chairman

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. CONSOLIDATED FINANCIAL STATEMENTS

Details of the financial information of the Group for each of the financial years ended 31 August 2022, 31 August 2023 and 31 August 2024 are disclosed in the following documents which have been published on both the website of the Stock Exchange and the website of the Company (http://www.leader-education.cn).

• Annual results announcement of the Company for the year ended 31 August 2024 published on 29 November 2024 (pages 2 to 10) (available on: https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1129/2024112901720.pdf)
• Annual report of the Company for the year ended 31 August 2023 published on 21 December 2023 (pages 68 to 140) (available on: https://www1.hkexnews.hk/listedco/listconews/sehk/2023/1221/2023122100443.pdf)
• Annual report of the Company for the year ended 31 August 2022 published on 22 December 2022 (pages 65 to 140) (available on: https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1222/2022122200451.pdf)

2. INDEBTEDNESS STATEMENT

As at the close of business on 28 February 2025, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had the following indebtedness:

Security and guarantees

As at the close of business of 28 February 2025, the Group's sale and leaseback borrowings were secured by the Group's assets of approximately RMB243.5 million, and the Group's bank loans and interest accruals were secured by the Group's assets of approximately RMB267.1 million.

Bank and other borrowings and interest accruals

As at the close of business of 28 February 2025, the Group had bank and other outstanding borrowings and interest accruals of approximately RMB1,175.5 million, of which approximately RMB35.0 million was guaranteed, approximately RMB946.7 million was guaranteed and secured and approximately RMB193.8 million were unguaranteed and unsecured.

Commitments

As at the close of business of 28 February 2025, the Group's capital commitments to make contracted payment amounted to RMB264.1 million.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Contingent liabilities

As at 28 February 2025, the Group did not incur any material contingent liabilities.

Save as aforesaid or as otherwise disclosed above, and apart from intra-group liabilities and normal trade payables, the Group did not have at the close of business on 28 February 2025 any other debt securities issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

The Directors are satisfied that, after due and careful consideration and taking into account the present internal financial resources available to the Group, the banking facilities presently available, the effect of the transactions contemplated under the Finance Lease Arrangement (Chengtay) and the Finance Lease Arrangement (Guojin) and in the absence of unforeseen circumstances, the working capital available to the Group is sufficient for its present requirements for at least the next twelve months from the date of this circular. The Company has obtained the relevant confirmation as required under Rule 14.66(12) of the Listing Rules.

4. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 August 2024, being the date to which the latest published audited consolidated accounts of the Group were made up.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

5. FINANCIAL AND TRADING PROSPECTS

Market Overview

The Company is a large private formal higher education service provider in Heilongjiang Province, ranking top in the private education sector of the province. It has been growing rapidly over the last few years.

As of 31 August 2024, the State issued many policy documents to support and encourage the development of education, including vocational and private education.

Policy documents published in recent years included the Overall Plan for Coordinating and Promoting the Construction of World-Class Universities and First-class Disciplines, Implementation Plan for the Reform on National Vocational Education, Proposal of the Central Committee of the Communist Party of China and the State Council on Comprehensively Deepening the Reform of Teacher Force Construction in the New Era and China's Education Modernization 2035, which have established the top-level design and strategic deployment for the development of higher education in China.

In particular, favourable policies for private and vocational education announced in 2021 included, in June 2021, the Vocational Education Law of the People's Republic of China (Revised Draft) was submitted to the National People's Congress for deliberation. The draft stated that "vocational education and general education have the same importance" and supported private schools. Decree No. 741 of the Implementing Regulations of the Law of the People's Republic of China on the Promotion of Private Education, which came into effect on 1 September 2021, expressly encourages enterprises to organise or participate in organizing private vocational schools through sole proprietorship, joint venture and cooperation in accordance with relevant laws. It also grants all private schools the right to change their sponsors regardless of their nature.

Development Direction and Targets

The school has firmly established the talent cultivation positioning of "fostering high quality application-oriented talents with a sense of patriotism, service dedication, innovation and entrepreneurship awareness, solid professional knowledge and skills, strong practical ability, great competence and all-round development in ethics, intellect, physique, aesthetics and hardwork"; adhered to the service orientation of "establishing foothold in Heilongjiang in the pursuit of nationwide presence, serving the regional economic and social development"; and defined the development target of "being a provincial first-class, nationally renowned and high-level application-oriented college with distinctive characteristics".

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Development Plan

Firstly: We will establish in-depth cooperation with international education groups to improve dual education and talent training model.

Secondly: We will invest in vocational education and establish vocational colleges, education groups and school-enterprise integration bases in the Yangtze River Delta and Beijing Tianjin-Hebei, gradually forming a new schooling model of school-enterprise integration.

Thirdly: We will develop big health-related majors and sub-academies.

Fourthly: We will develop a digital lifelong learning system, and create a “future learning centre” and a website featuring a wide selection of digital education.

Fifthly: We will combine our leading majors with the Belt and Road Initiative, and actively promote education for foreign students.

In the future, the Company will develop systematic, multi-tiered and multi-dimensional operation of education services, scale up schooling step by step, and create values for Shareholders.

Progress of transforming into a For-profit Private School

In accordance with the Implementation Rules for the Classification and Registration of Private Schools issued by the Ministry of Education and other four agencies and relevant documents, as well as the implementation opinion on “encouraging social forces to engage in education to promote the healthy development of private schools” announced successively in various provinces, the Heilongjiang College of Business and Technology has made significant progress in its application for transforming into a for-profit school, and its application has been approved by the Ministry of Education. In compliance with relevant documents and policies to be issued by the competent education authorities, the school will firmly protect the legal rights of students during the three-year transition period, complete the transfer of assets from non-profit to for-profit school, and enforce the property rights of legal entities. It will complete the procedures of credit and debt disposal, and transfer of teachers’ employment contracts and employment affiliation. The school will improve its operation and management plan during the transition period to achieve smooth non-profit to for-profit transformation.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Updates to the Plan to Comply With the Qualification Requirement

As disclosed in the Prospectus and the 2021 Annual Report, we have adopted a specific plan and have taken concrete steps which we believe are meaningful endeavors to demonstrate compliance with the Qualification Requirement. On 15 October 2019, Leader Education LLC was established in Chicago, Illinois and is an indirect wholly-owned subsidiary of the Company. Leader Education LLC plans to operate and manage a higher education institution (the "US School") in the State of Illinois, US to be established, which is planned to provide programs focusing on business studies. On 21 February 2020, we filed a notice of intent for operation to the Illinois Board of Higher Education ("IBHE"). On 22 May 2020, we entered into a service agreement with an independent third party, with an aim to design the education program to be offered by the US School and submit applications with the IBHE regarding the establishment of the US School. Due to the spread of the COVID-19 in various countries around the world from 2020 to 2022, the Group's progress in establishing the US School has been slow and was unable to advance in a timely manner. Although the COVID-19 came to an end in 2023, due to the increasingly complicated international environment, particularly the fierce international competition, our progress in establishing the US School has also been affected. Competition is emphasized in the education system of the United States. Keen competition can be seen both in terms of standardized examinations and courses, but we did not adopt a blind approach to proceed, which resulted in the failure of the establishment of the US School as scheduled. However, we will actively identify problems and continue to improve, hoping to complete the application for establishment of the US School as soon as possible.

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APPENDIX II

GENERAL INFORMATION

1. 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.

2. DISCLOSURE OF INTEREST BY DIRECTORS

As at the Latest Practicable Date, the interests and short positions of Directors and the chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the "SFO")) as recorded in the register required to be kept under section 352 of the SFO, or as notified the Company and the Stock Exchange pursuant to the Model Code, are as follows:

Directors' and chief executives' interests in the Company:

Name	Capacity	Number of Shares Interested(1)	Approximate percentage of Issued share capital of the Company(1)
Mr. Liu(2)(3)	Interest in a controlled corporation	496,674,000 (L)	74.5% (L)
Ms. Dong(4)(5)	Interest in a controlled corporation	496,674,000 (L)	74.5% (L)

Notes:

(1) The letter "L" denotes the person's long position in the Shares.

(2) Junhua Education is 100% owned by Mr. Liu and he is therefore deemed to be interested in all the Shares held by Junhua Education.

(3) Mr. Liu is the spouse of Ms. Dong and he is therefore deemed to be interested in the Shares held by Ms. Dong.

(4) Shuren Education is 100% owned by Ms. Dong and she is therefore deemed to be interested in all the Shares held by Shuren Education.

(5) Ms. Dong is the spouse of Mr. Liu and she is therefore deemed to be interested in the Shares held by Mr. Liu.

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APPENDIX II

GENERAL INFORMATION

Directors and chief executives' interests in associated corporation of the Company

Name	Capacity	Associated corporation	Amount of registered capital	Percentage of Shareholding^{(1)}
Mr. Liu^{(2)(4)}	Beneficial owner/interest of spouse	Harbin Xiangge Enterprise Management Ltd.*
(哈爾濱祥關企業管理有限公司)	RMB40,000,000	100% (L)
	Interest in a controlled corporation/interest of spouse	Heilongjiang College of Business and Technology	RMB183,000,000	100% (L)
Ms. Dong^{(3)(5)}	Beneficial owner/interest of spouse	Harbin Xiangge Enterprise Management Ltd.*
(哈爾濱祥關企業管理有限公司)	RMB40,000,000	100% (L)
	Interest in a controlled corporation/interest of spouse	Heilongjiang College of Business and Technology	RMB183,000,000	100% (L)

Notes:

(1) The letter “L” denotes the person’s long position in the relevant shares/securities.

(2) Mr. Liu is the beneficial owner of 40% of equity interest in Harbin Xiangge; his spouse, Ms. Dong is the beneficial owner of the remaining 60% of equity interest. Mr. Liu is deemed to be interest in all the equity interest held by Ms. Dong in Harbin Xiangge.

(3) Ms. Dong is the beneficial owner of 60% of equity interest in Harbin Xiangge; her spouse, Mr. Liu is the beneficial owner of the remaining 40% of equity interest. Ms. Dong is deemed to be interest in all the equity interest held by Mr. Liu in Harbin Xiangge.

(4) Harbin Xiangge is the sole school sponsor and holding all equity interest of Heilongjiang College of Business and Technology. Harbin Xiangge is 40% owned by Mr. Liu and thus he is deemed to be interested in all the shares held by Harbin Xiangge in Heilongjiang College of Business and Technology; at the same time, he is the spouse of Ms. Dong and he is therefore deemed to be interested in the shares held by Ms. Dong through Harbin Xiangge under the SFO.

(5) Harbin Xiangge is the sole school sponsor and holding all equity interest of Heilongjiang College of Business and Technology. Harbin Xiangge is 60% owned by Ms. Dong and thus she is deemed to be interested in all the shares held by Harbin Xiangge in Heilongjiang College of Business and Technology; at the same time, she is the spouse of Mr. Liu and she is therefore deemed to be interested in the shares held by Mr. Liu through Harbin Xiangge under the SFO.

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APPENDIX II

GENERAL INFORMATION

Save as disclosed above and to the best knowledge of the Directors, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company has any interests and/or short positions in the Shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

Save as disclosed above, no Director was a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

As at the Latest Practicable Date, no Directors had any existing or proposed service contracts with the Company or any of its subsidiaries which is not determinable within one year without payment of compensation other than statutory compensation.

As at the Latest Practicable Date, none of the Directors had direct or indirect material interest in any assets which have been, since 31 August 2024 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to or by or proposed to be acquired or disposed of by or leased to or by any member of the Group.

There is no contract or arrangement subsisting at the date of this circular in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

3. SUBSTANTIAL SHAREHOLDERS

So far as is known to any Director or chief executive of the Company, as at the Latest Practicable Date, the following corporations/persons (other than Directors or the chief executive of the Company) had interests of 5% or more in the issued shares of the Company according to the register of interests required to be kept by the Company under section 336 of the SFO:

Name	Capacity	Number of Shares Interested(1)	Approximate percentage of shareholding(1)
Junhua Education Limited(2)(3)	Beneficial owner	196,674,000	29.5%
Shuren Education Limited(4)(5)	Beneficial owner	300,000,000	45.0%

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APPENDIX II

GENERAL INFORMATION

Notes:

(1) The letter “L” denotes the person’s long position in the Shares.

(2) Junhua Education is 100% owned by Mr. Liu and he is therefore deemed to be interested in all the shares of the Company held by Junhua Education under the SFO.

(3) Mr. Liu is the spouse of Ms. Dong. Mr. Liu is deemed to be interested in all the shares of the Company in which Ms. Dong is interested under the SFO.

(4) Shuren Education is 100% owned by Ms. Dong and she is therefore deemed to be interested in all the shares of the Company held by Shuren Education under the SFO.

(5) Ms. Dong is the spouse of Mr. Liu. Ms. Dong is deemed to be interested in all the shares of the Company in which Mr. Liu is interested under the SFO.

Save as disclosed above and to the best knowledge of the Directors, as at the Latest Practicable Date, no person (other than the Directors or chief executives of the Company) had registered an interest or a short position in the Shares or underlying shares of the Company as recorded in the register required to be kept by the Company under section 336 of the SFO.

4. MATERIAL CONTRACTS

The Group has entered into the following contract (not being contracts entered into in the ordinary course of business) within the two years preceding the date of this circular which is or may be material:

(1) the sale and leaseback agreement I dated 13 June 2023 between Shanghai A-JEX Finance Lease Co., Ltd. (上海愛建融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Shanghai A-JEX Finance Lease Co., Ltd. (上海愛建融資租賃股份有限公司) at the purchase price of RMB20,000,000 and the total lease payment of RMB22,450,000;

(2) the sale and leaseback agreement II dated 13 June 2023 between Shanghai A-JEX Finance Lease Co., Ltd. (上海愛建融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Shanghai A-JEX Finance Lease Co., Ltd. (上海愛建融資租賃股份有限公司) at the purchase price of RMB20,000,000 and the total lease payment of RMB22,450,000;

(3) the sale and leaseback agreement dated 13 June 2023 between Haitong Unitrust International Financial Leasing Co., Ltd.* (海通恆信國際融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets

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APPENDIX II

GENERAL INFORMATION

of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Haitong Unitrust International Financial Leasing Co., Ltd.* (海通恆信國際融資租賃股份有限公司) at the purchase price of RMB70,000,000 and the total lease payment of RMB80,000,000;

(4) the sale and leaseback agreement dated 26 September 2023 between Jinyuan Huaxing (China) Finance Lease Co., Ltd. (金源華興融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Jinyuan Huaxing (China) Finance Lease Co., Ltd. (金源華興融資租賃有限公司) at the purchase price of RMB30,000,000 and the total lease payment of RMB33,300,000;

(5) the sale and leaseback agreement I dated 26 September 2023 between Guoyao Holdings (China) Finance Lease Co., Ltd. (國藥控股(中國)融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Guoyao Holdings (China) Finance Lease Co., Ltd. (國藥控股(中國)融資租賃有限公司) at the purchase price of RMB27,500,000 and the total lease payment of RMB32,400,000;

(6) the sale and leaseback agreement II dated 26 September 2023 between Guoyao Holdings (China) Finance Lease Co., Ltd. (國藥控股(中國)融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Guoyao Holdings (China) Finance Lease Co., Ltd. (國藥控股(中國)融資租賃有限公司) at the purchase price of RMB27,500,000 and the total lease payment of RMB32,400,000;

(7) the finance lease agreement dated 9 November 2023 between Tonghui Jiatai Financial Leasing (Tianjin) Co., Ltd. (通匯嘉泰融資租賃(天津)有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Tonghui Jiatai Financial Leasing (Tianjin) Co., Ltd. (通匯嘉泰融資租賃(天津)有限公司) at the purchase price of RMB60,000,000 and the total lease payment of RMB66,450,000;

(8) the sale and leaseback agreement dated 13 December 2023 between Haier Financial Services China Co., Ltd.* (海爾融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College

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APPENDIX II

GENERAL INFORMATION

of Business and Technology by Haier Financial Services China Co., Ltd.* (海爾融資租賃股份有限公司) at the purchase price of RMB40,000,000 and the total lease payment of approximately RMB45,450,100;

(9) the purchase agreement and the finance lease agreement dated 27 December 2023 between Qingdao Haixin Financial Leasing Co., Ltd. (青島海信融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Qingdao Haixin Financial Leasing Co., Ltd. (青島海信融資租賃有限公司) at the purchase price of RMB30,000,000 and the total lease payment of RMB32,930,608.33;

(10) the finance lease agreement dated 15 January 2024 between Bangyin Financing Leasing Co., Ltd. (邦銀金融租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Bangyin Financing Leasing Co., Ltd. (邦銀金融租賃股份有限公司) at the purchase price of RMB30,000,000 and the total lease payment of RMB34,293,175;

(11) the sale and leaseback agreement dated 19 January 2024 between Qingdao Guosheng Financing Leasing Co., Ltd. (青島國晟融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Qingdao Guosheng Financing Leasing Co., Ltd. (青島國晟融資租賃有限公司) at the purchase price of RMB40,000,000 and the total lease payment of RMB43,677,165;

(12) the finance lease agreement dated 26 January 2024 between Zhejiang Construction Financial Leasing Co., Ltd. (浙江建設融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Zhejiang Construction Financial Leasing Co., Ltd. (浙江建設融資租賃有限公司) at the purchase price of RMB70,000,000 and the total lease payment of RMB80,252,400;

(13) the finance lease agreement dated 19 April 2024 between Haitong Unitrust International Financial Leasing Co., Ltd. (海通恆信國際融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Unitrust International Financial Leasing Co., Ltd. (海通恆信國際融資租賃股份有限公司) at the purchase price of RMB20,000,000 and the total lease payment of RMB23,210,000;

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(14) the finance lease agreement dated 13 June 2024 between Jiangsu Financing Leasing Co., Ltd. (江蘇金融租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Jiangsu Financing Leasing Co., Ltd. (江蘇金融租賃股份有限公司) at the purchase price of RMB20,000,000 and the total lease payment of RMB20,966,626;

(15) the sale and lease back agreement dated 28 June 2024 between Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司) at the purchase price of RMB20,000,000 and the total lease payment of RMB22,190,100;

(16) the sale and purchase agreement and finance lease agreement dated 30 October 2024 between Powchan Financial Group Co., Ltd. (海發寶誠融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Powchan Financial Group Co., Ltd. (海發寶誠融資租賃有限公司) at the purchase price of RMB30,000,000 and the total lease payment of RMB31,800,000;

(17) the equipment purchase agreement and the finance lease agreement dated 11 November 2024 between Hengqin Jintou International Financial Leasing Co., Ltd. (橫琴金投國際融資租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Hengqin Jintou International Financial Leasing Co., Ltd. (橫琴金投國際融資租賃有限公司) at the purchase price of RMB30,000,000 and the total lease payment of RMB33,999,405.35;

(18) the finance lease agreement and the mortgage agreement dated 11 November 2024 between Guotai Leasing Group Co., Ltd. (國泰租賃有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Guotai Leasing Group Co., Ltd (國泰租賃有限公司) at the purchase price of RMB50,000,000 and the total lease payment of RMB56,605,584.33;

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(19) the sale and lease back agreement and the consultation service agreement dated 11 November 2024 between Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司) and Heilongjiang College of Business and Technology pursuant to which the certain assets of Heilongjiang College of Business and Technology were purchased and leased back to Heilongjiang College of Business and Technology by Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司) at the purchase price of RMB60,000,000 and the total lease payment of RMB67,260,100;

(20) the Sale and Leaseback Agreement (Chengtay), the Ownership Transfer Agreement (Chengtay) and the Services Agreement (Chengtay); and

(21) the Finance Lease Agreement (Guojin), the Transfer Agreement (Guojin) and the Guarantee Agreements (Guojin).

5. LITIGATION AND CLAIMS

At the Latest Practicable Date, the Group was not engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against the Group.

6. DIRECTORS' INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates had any personal interests in companies engaged in businesses, which compete or may compete with the Group.

7. GENERAL

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

The company secretary of the Company is Mr. Chang Eric Jackson, who is a member of Hong Kong Institute of Certified Public Accountants.

The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands, Hutchins Drive. The Headquarters and principal place of business in PRC is at Qunying Jie No. 33, Xueyuan Road, Limin Development Zone, Harbin City, Heilongjiang Province, the PRC. The principal place of business in Hong Kong is at Unit 26, 14/F., Solo Building, 41-43 Carnarvon Road, Tsimshatsui, Kowloon, Hong Kong. The Hong Kong Share Registrar of the Company is Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

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8. DOCUMENTS AVAILABLE ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.leader-education.cn) for a period of 14 days from the date of this circular:

1. Sale and Leaseback Agreement (Chengtay)
2. Ownership Transfer Agreement (Chengtay)
3. Service Agreement (Chengtay)
4. Personal guarantee of Mr. Liu and Ms. Dong in respect of Finance Lease Arrangement (Chengtay)
5. Corporate guarantee of Harbin Xiangge, Liankang Consulting, Harbin Junfengda, Tianjin Holistic and Nantong Junhua in respect of Finance Lease Arrangement (Chengtay)
6. Finance Lease Agreement (Guojin)
7. Transfer Agreement (Guojin)

8. Guarantee Agreements (Guojin)

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