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Scholar Education Group Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Scholar Education Group, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
思考乐教育
SCHOLAR
EDUCATION
SCHOLAR EDUCATION GROUP
思考樂教育集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1769)
(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND APPOINTMENT OF NEW DIRECTOR;
(2) PROPOSED RE-APPOINTMENT OF AUDITOR;
(3) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(4) DECLARATION OF FINAL DIVIDEND AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "AGM") of Scholar Education Group (the "Company") to be held at Rooms 401-410, 4th Floor, Yunfeng Garden, 29 Youyi Road, Jianan Community, Nanhu Street, Luohu District, Shenzhen, the People's Republic of China on Tuesday, 20 May 2025 at 10:30 a.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at http://www.skledu.com.
Whether or not you are able to attend the AGM, you are encouraged to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish, and in such event the form of proxy shall be deemed to be revoked.
24 April 2025
CONTENTS
Page
Definitions 1
Letter From the Board 4
- Introduction 5
- Proposed Re-Election of Retiring Directors and appointment of new Director 5
- Proposed Re-Appointment of Auditor 6
- Proposed Grant of the Issue Mandate, Repurchase Mandate and Extension Mandate 6
- Proposed Declaration of Final Dividend 7
- Annual General Meeting 8
- Actions to be Taken 8
- Closure of the Register of Members 8
- Voting by way of Poll 9
- Responsibility Statement 9
- Recommendation 9
Appendix I — Details of Directors Proposed for Re-Election/Appointment 10
Appendix II — Explanatory Statement 12
Notice of Annual General Meeting 16
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be held at Rooms 401–410, 4th Floor, Yunfeng Garden, 29 Youyi Road, Jianan Community, Nanhu Street, Luohu District, Shenzhen, the PRC on Tuesday, 20 May 2025 at 10:30 a.m., or any adjournment thereof, and the notice of which is set out on pages 16 to 20 of this circular
"Articles of Association"
the amended and restated articles of association of the Company adopted on 3 June 2019 and effective on 21 June 2019, being the date on which the Shares were listed on the Main Board of the Stock Exchange, as amended or supplemented from time to time
"Board"
the board of Directors
"Companies Act"
the Companies Act (2021 Revision) of the Cayman Islands as amended, supplemented, or otherwise modified from time to time
"Company"
Scholar Education Group (思考樂教育集團), a company incorporated in the Cayman Islands on 7 February 2018
"controlling shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to extend the Issue Mandate by an amount representing the aggregate amount of Shares which may be allotted, issued and dealt with (including any sale or transfer of treasury shares (if any)) under the Issue Mandate by adding the total number of Shares bought back under the Buy-back Mandate
"Final Dividend"
the proposed final dividend of HK$0.07 per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the Company’s register of members on Wednesday, 20 August 2025
"Group"
the Company and its subsidiaries and consolidated affiliated entities in the PRC
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
- 1 -
DEFINITIONS
“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 exercise the power of the Company to allot, issue and/or deal with Shares (including any sale or transfer of treasury shares listed on the Stock Exchange, if any) of not exceeding 20% of the aggregate number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting the Issue Mandate
“Latest Practicable Date” 15 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Memorandum of Association” the second amended and restated memorandum of association of the Company adopted on 19 May 2023, as amended or supplemented from time to time
“PRC” the People’s Republic of China, excluding for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
“Repurchase Mandate” a general and unconditional mandate to be granted to the Director at the AGM to exercise the powers of the Company to repurchase Shares of not exceeding 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting the Repurchase Mandate
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share Award Scheme” the share award scheme of the Company adopted by the Board on 28 December 2020
“Share(s)” ordinary share(s) of the Company of US$0.001 each in the share capital of the Company
“Share Scheme” the share scheme of the Company approved by the Shareholders on 27 February 2024
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DEFINITIONS
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"Trust Deed"
a trust deed dated 28 December 2020 and entered into between the Company as settlor and the Trustee as trustee (as restated, supplemented and amended from time to time)
"Trustee"
Kastle Limited, and any additional or replacement trustees, being the trustee or trustees for the time being declared in the Trust Deed
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent
- 3 -
LETTER FROM THE BOARD
思考乐教育
SCHOLAR
EDUCATION
SCHOLAR EDUCATION GROUP
思考樂教育集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1769)
Executive Directors:
Mr. Chen Qiyuan (Chairman)
Mr. Qi Mingzhi (Chief Executive Officer)
Ms. Li Ailing
Ms. Leng Xinlan
Independent non-executive Directors:
Mr. Huang Victor
Mr. Yang Xuezhi
Ms. Yim Ka Man
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal Place of Business
in Hong Kong:
Unit 02, 3/F, Austin Plaza
No. 83 Austin Road
Kowloon
Hong Kong
24 April 2025
To the Shareholders
Dear Sirs,
(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
APPOINTMENT OF NEW DIRECTOR;
(2) PROPOSED RE-APPOINTMENT OF AUDITOR;
(3) GRANT OF GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES;
(4) DECLARATION OF FINAL DIVIDEND
AND
(5) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to give you notice of the AGM and the information relating to the proposals for (i) the re-election of retiring Directors and appointment of new Director; (ii) the re-appointment of the auditor of the Company; (iii) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and (iv) the declaration of Final Dividend.
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND APPOINTMENT OF NEW DIRECTOR
Pursuant to the Article 84(1) of the Articles of Association, one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at the AGM at least once every three years. Ms. Li Ailing and Ms. Leng Xinlan, being eligible, offer themselves for re-election.
Mr. Huang Victor will not offer himself for re-election as he would like to devote more time to his other endeavours. He accordingly will retire as an independent non-executive Director, the chairman of the Audit Committee and the member of the Nomination Committee and Remuneration Committee upon conclusion of the AGM. Mr. Huang Victor has confirmed that he has no disagreement with the Board and there are no matters that need to be brought to the attention of the Shareholders in respect of his retirement as an independent non-executive Director. The Board would like to take this opportunity to thank Mr. Huang Victor for his valuable contributions and service to the Company during his tenure of office.
Prof. Zhang Wenjun has been proposed to be appointed as an independent non-executive Director at the AGM. An ordinary resolution will be proposed to appoint Prof. Zhang Wenjun as a Director at the AGM.
The Nomination Committee is of the view that Ms. Li Ailing and Ms. Leng Xinlan should be recommended for re-election for a number of reasons. First, they have extensive knowledge of and valuable insights into the Group's business and the industry in which the Group operates. Second, their diverse backgrounds are expected to afford the Board with a balance of skills, experiences and perspectives to support the strategic development and leadership of the Group. Accordingly, the Nomination Committee has recommended them to the Board for re-election and the Board has endorsed the recommendations of the Nomination Committee and recommended Ms. Li Ailing and Ms. Leng Xinlan, to stand for re-election at the AGM.
For the proposed re-election of Ms. Li Ailing and Ms. Leng Xinlan as Directors, the Board and the Nomination Committee have considered the board diversity policy and corporate strategy of the Company, taking into account the skills and experience required for the overall operation of the Board, as well as the background of and other factors in relation to Ms. Li Ailing and Ms. Leng Xinlan. The Board and the Nomination Committee are of the view that, each of Ms. Li Ailing and Ms. Leng Xinlan, has valuable business and work experience, knowledge and professionalism necessary to perform the duties of an executive Director. Ms. Li Ailing and Ms. Xinlan, will also promote diversity of the Board in a number of aspects, including age, cultural and educational
LETTER FROM THE BOARD
background, professional experience, skills and knowledge. Therefore, the re-election of each of Ms. Li Ailing and Ms. Leng Xinlan as Directors is in the best interests of the Company and the Shareholders as a whole.
Each of Ms. Li Ailing and Ms. Leng Xinlan had abstained from the discussion and voting at the meetings of the Board regarding the resolutions recommending her re-election.
During the process of identifying a new independent non-executive Director, the Nomination Committee has evaluated the curriculum vitae and independence of Prof. Zhang Wenjun. Having considered the Company's policy for nomination of Directors and the criteria set out in Rule 3.13 of the Listing Rules, the Nomination Committee is satisfied with the character, competence, experience, integrity, time commitment and independence of Prof. Zhang Wenjun. Given his experience and knowledge in educational methodologies and academic administration, the Nomination Committee is also of the view that Prof. Zhang Wenjun has requisite perspectives, skills and experience that he could contribute to the diversity and performance of the Board. Based on the above, the Nomination Committee has recommended Prof. Zhang Wenjun to the Board for consideration. The Board, with the recommendation of the Nomination Committee, is of the view that Prof. Zhang Wenjun is a suitable candidate for appointment as independent non-executive Director and recommends Prof. Zhang Wenjun to stand for election at the AGM.
The particulars (as required under the Listing Rules) of the Directors who are proposed to be re-elected and the proposed new Director are set out in Appendix I to this circular.
3. PROPOSED RE-APPOINTMENT OF AUDITOR
The Board proposes to re-appoint PricewaterhouseCoopers as the auditor of the Company for the year ending 31 December 2025 and to hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorise the Board to fix the auditor's remuneration for the ensuing year. PricewaterhouseCoopers have indicated their willingness to be re-appointed as auditor of the Company for the said period.
4. PROPOSED GRANT OF THE ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
To ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the AGM, an ordinary resolution will be proposed to give the Directors the Issue Mandate to exercise the power of the Company to allot, issue and/or deal with Shares of not exceeding 20% of the aggregate number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting the Issue Mandate.
As at the Latest Practicable Date, a total of 564,869,050 Shares were in issue (including 1,088,000 Shares which have been repurchased and were yet to be cancelled). Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that
LETTER FROM THE BOARD
no Shares will be issued or repurchased by the Company after the Latest Practicable Date and prior to the AGM and after adjusting for 1,088,000 Shares which have been repurchased and were yet to be cancelled, the Company will be allowed under the Issue Mandate to issue a maximum of 112,756,210 Shares.
At the AGM, an ordinary resolution will also be proposed to give the Directors the Repurchase Mandate to exercise the powers of the Company to repurchase Shares of not exceeding 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting the Repurchase Mandate. Pursuant to the Listing Rules, the Company is required to give the Shareholders all the information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote in favour of or against the resolution granting the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix II to this circular.
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.
The Issue Mandate and the Repurchase Mandate would expire on the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act or any other applicable laws or the articles of association of the Company to be held; and (c) the revocation or variation by ordinary resolution(s) by the Shareholders in a general meeting prior to the next annual general meeting of the Company.
Intention to use treasury shares for the Share Scheme
The Company adopted the Share Scheme on 27 February 2024, pursuant to which the Board may grant an award which may take the form of (i) a share option (“Share Option”) or (ii) a right to subscribe for new Shares of the Company (“Share Award”).
The Board has resolved to amend the rules of the Share Scheme to allow the use of treasury shares to satisfy the Share Option and/or Share Awards. Accordingly, in the event that the Company has treasury shares available, the Company may, after taking into account of relevant circumstances, use treasury shares to satisfy the Share Option and Share Award to be granted under the Share Scheme.
5. PROPOSED DECLARATION OF FINAL DIVIDEND
As stated in the announcement issued by the Company dated 21 March 2025 relating to the annual results of the Group for the year ended 31 December 2024, the Board recommended the payment of a Final Dividend of HK$0.07 per Share for the year ended 31 December 2024 to the
LETTER FROM THE BOARD
Shareholders whose names appear on the register of members of the Company on Wednesday, 20 August 2025. The Final Dividend is subject to the Shareholders’ approval at the AGM and a resolution will be put to the Shareholders for voting at the AGM.
6. ANNUAL GENERAL MEETING
A notice convening the AGM is set out on pages 16 to 20 of this circular to consider the resolutions relating the matters set out in this circular.
To the extent that the Directors are aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the resolutions to be proposed at the AGM.
7. ACTIONS TO BE TAKEN
A form of proxy for the use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at http://www.skledu.com. Whether or not you are able to attend the AGM, you are encouraged to complete the form of proxy and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish, and in such event the form of proxy shall be deemed to be revoked.
8. CLOSURE OF THE REGISTER OF MEMBERS
To ascertain the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 14 May 2025.
To ascertain the Shareholders’ entitlement to the Final Dividend, the register of members of the Company will be closed on Wednesday, 20 August 2025, and no transfer of Shares will be registered on such date. In order to be entitled to the Final Dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 19 August 2025.
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LETTER FROM THE BOARD
9. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
For the avoidance of doubt, holders of any treasury shares shall abstain from voting at the AGM in respect of any treasury shares held by them, if any.
10. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.
11. RECOMMENDATION
The Board believes that the proposed re-election of retiring Directors and appointment of new Director, the proposed re-appointment of the auditor of the Company, the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the proposed adoption of the declaration of the Final Dividend are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully,
By order of the Board
Scholar Education Group
Chen Qiyuan
Chairman
APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION/APPOINTMENT
The particulars (as required under the Listing Rules) of the Directors who will retire and being eligible, offer themselves for re-election, or be appointed at the AGM are set out as follows:
Ms. Li Ailing (李愛玲), aged 42, joined the Group in July 2013, and was appointed as a vice general manager of the Group on 8 December 2018 and an executive Director of the Company on 18 May 2022. From January 2021, Ms. Li is primary responsible for the cost control, organic growth and realisation of business objectives of the Group's operations.
Ms. Li has over 16 years of experience in tutoring business. Prior to joining the Company, Ms. Li worked in Shenzhen Bond Cultural Development Co., Ltd* (深圳市邦德文化發展有限公司) from January 2007 to June 2013.
Ms. Li graduated from the Harbin University of Science and Technology (哈爾濱理工大學), Harbin, Heilongjiang Province, the PRC in July 2006 with a bachelor's degree of engineering.
Ms. Leng Xinlan (冷新蘭), aged 39, joined the Group in May 2010, and was appointed as the director of training and development of the Group in 2017 and an executive Director of the Company on 18 May 2022. Ms. Leng's main responsibilities are building the teacher and executive training system, improving teacher's teaching standard and morality, improving executive's management ability, continuously cultivating excellent management reserve for the Group to meet the talent demand.
Ms. Leng has over 15 years of experience in tutoring business. Prior to joining the Company, Ms. Leng worked in Shenzhen Bond Cultural Development Co., Ltd* (深圳市邦德文化發展有限公司) from February 2008 to April 2010.
Ms. Leng graduated from the Southwest University (西南大學), Chongqing, the PRC in July 2008 with a bachelor's degree.
Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules, and there are no other matters relating to the re-election of Ms. Li or Ms. Leng that need to be brought to the attention of the Shareholders.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION/APPOINTMENT
Prof. Zhang Wenjun (張文俊), aged 62, is proposed for appointment as an independent non-executive Director at the AGM, with effect from the conclusion of the AGM.
Prof. Zhang has over 40 years of experience in the education industry. He worked at Henan University (河南大學) as a faculty member in 1983. In 1996, he completed his postdoctoral research at the University of Science and Technology of China (中國科技大學). He also served as an adjunct professor at Zhejiang University (浙江大學) and adjunct Doctor of Philosophy supervisor at both Capital Normal University (首都師範大學) and Shantou University (汕頭大學). Prof. Zhang had been working at Shenzhen University (深圳大學) since 1996 until his retirement in 2023 and was the first dean of the school of mathematics and computational science.
Prof. Zhang was an executive director of the Professional Committee of Educational Mathematics of the Chinese Society of Higher Education (中國高等教育學會教育數學專業委員會), an executive director of the National Research Association of Elementary Mathematics (全國初等數學研究會), a director of the Guangdong Mathematical Society (廣東省數學會), an executive director of the Guangdong Research Association of Elementary Mathematics (廣東省初等數學研究會), and the president of the Shenzhen Mathematical Society* (深圳市數學學會).
Prof. Zhang graduated from Henan University (河南大學) in 1983 with a bachelor's degree and obtained a Master of Science degree from the University of Science and Technology of China (中國科技大學) and a Doctor of Science degree from Fudan University (復旦大學).
Prof. Zhang has confirmed (a) his independence as regards to each of the factors contained in Rules 3.13(1) to (8) of the Listing Rules; (b) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons (as defined in the Listing Rules) of the Company; and (c) that there are no other factors that may affect his independence at the time of his appointment. The Board considers that Prof. Zhang meets the requirements of independence as set out in Rule 3.13 of the Listing Rules.
A letter of appointment has been entered between Prof. Zhang and the Company for a term commencing from the conclusion of the AGM. Prof. Zhang is entitled to receive a monthly remuneration of RMB15,000. The amount of emolument is determined by the Board with reference to Prof. Zhang's experience, duties, responsibilities as well as the Company's policy.
Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules, and there are no other matters relating to the appointment of Prof. Zhang as an independent non-executive Director that need to be brought to the attention of the Shareholders.
- For identification purpose only
APPENDIX II
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote in favour of or against the resolution to approve the grant of the Repurchase Mandate to the Directors.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 564,869,050 Shares of nominal value of US$0.001 (including 1,088,000 Shares which have been repurchased and were yet to be cancelled), each of which had been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM and after adjusting for 1,088,000 Shares which have been repurchased and were yet to be cancelled, the Company will be allowed to repurchase a maximum of 56,378,105 Shares which represent 10% of the issued Shares (excluding treasury shares, if any) during the period ending on 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 Companies Act or any other applicable laws or the articles of association of the Company to be held; and (iii) the revocation or variation by ordinary resolution(s) by the Shareholders in a general meeting prior to the next annual general meeting of the Company.
If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
REASONS FOR AND FUNDING OF REPURCHASES
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 repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. On the other hand, Shares repurchased by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares on the market prices to raise additional funds for the Company, or transfer or use satisfy the Share Option and Share Award to be granted under the Share Scheme that comply with Chapter 17 of the Listing Rules and for other purposes permitted under the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorised by the articles of association of the Company and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the articles of association of the Company and subject to the Companies Act, out of capital.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full, it would not have a material adverse impact on the working capital or on the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up, as set out in the annual report of the Company dated 21 March 2025.
GENERAL
As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules) had a present intention to sell any of the Shares to the Company or its subsidiaries or consolidated affiliated entities, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. The Directors confirm that neither the explanatory statement set out in this Appendix nor the proposed share repurchase has unusual features.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company had notified the Company that he/she/it had a present intention to sell any Shares, or had undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares under the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of such Shareholders' interest, could obtain or
APPENDIX II
EXPLANATORY STATEMENT
consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. In particular, the exercise of the Repurchase Mandate may give rise to an obligation on the part of Mr. Chen Qiyuan (the chairman of the Board, an executive Director and a controlling shareholder of the Company), who was deemed to be interested in approximately 38.83% of the issued share capital of the Company as at the Latest Practicable Date, to make a mandatory offer under the Takeovers Code. However, the Directors do not have a present intention to exercise the Repurchase Mandate to such an extent that would result in takeover obligations under Rule 26 of the Takeovers Code or the number of Shares held by the public being reduced to less than 25%. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.
SHARE REPURCHASE MADE BY THE COMPANY
During the year ended 31 December 2023, the Company repurchased a total of 330,000 Shares at an aggregate consideration of HK$289,000 on the Stock Exchange, all of which were repurchased in November 2023 at the highest price of HK$0.93 per Share and the lowest price of HK$0.86 per Share. During the year ended 31 December 2024, the Company repurchased a total of 758,000 Shares at an aggregate consideration of HK$2,313,000 on the Stock Exchange, 438,000 Shares of which were repurchased in January 2024 at the highest price of HK$2.37 per Share and the lowest price of HK$2.17 per Share and 320,000 Shares of which were repurchased in April 2024 at the highest price of HK$4.34 per Share and the lowest price of HK$3.92 per Share. All such repurchased Shares have yet to be cancelled. The Directors considered that such repurchases would enhance the earnings per share and increase the net asset value per share attributable to the Shareholders.
The Trustee also made share purchase on the Stock Exchange pursuant to the rules of the Share Award Scheme and the Trust Deed. During the year ended 31 December 2024, the Trustee purchased a total number of 6,555,000 Shares on the Stock Exchange.
Save as disclosed above, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
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APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during the year ended 31 December 2024 and up to the Latest Practicable Date are as follows:
| Month | Highest prices per Share HK$ | Lowest prices per Share HK$ |
|---|---|---|
| 2024 | ||
| January | 3.23 | 1.92 |
| February | 4.91 | 2.20 |
| March | 5.20 | 4.03 |
| April | 4.67 | 3.78 |
| May | 5.68 | 4.17 |
| June | 5.48 | 4.46 |
| July | 4.78 | 3.97 |
| August | 6.04 | 4.07 |
| September | 7.29 | 5.00 |
| October | 7.57 | 4.88 |
| November | 5.30 | 4.70 |
| December | 5.57 | 4.60 |
| 2025 | ||
| January | 5.08 | 3.66 |
| February | 4.18 | 3.05 |
| March | 4.90 | 3.76 |
| April (up to the Latest Practicable Date) | 5.15 | 4.05 |
NOTICE OF ANNUAL GENERAL MEETING
思考乐教育
SCHOLAR
EDUCATION
SCHOLAR EDUCATION GROUP
思考樂教育集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1769)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Scholar Education Group (the “Company”) will be held at Rooms 401–410, 4th Floor, Yunfeng Garden, 29 Youyi Road, Jianan Community, Nanhu Street, Luohu District, Shenzhen, the People’s Republic of China on Tuesday, 20 May 2025 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive and consider the audited financial statements, the report of the directors of the Company (the “Directors”) and the independent auditor’s report of the Company for the year ended 31 December 2024.
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(a) To consider and approve, each as a separate resolution, the following resolutions in relation to the re-election of the Directors:
(1) to re-elect Ms. Li Ailing as a Director; and
(2) to re-elect Ms. Leng Xinlan as a Director;
(b) To consider and approve, as a separate resolution, the appointment of Prof. Zhang Wenjun as a Director; and
(c) To authorise the Board to fix the Directors’ remuneration.
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To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase issued shares in the share capital of the Company subject to and in accordance with all applicable laws, rules and regulations including the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) from time to time be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;
(c) the aggregate nominal amount of the Shares which are authorised to be repurchased by the Directors pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and the approval in paragraph (a) of this resolution shall be limited accordingly;
(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT
(a) Subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and
NOTICE OF ANNUAL GENERAL MEETING
other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) The approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) The total number of issued Shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise, including any sale or transfer of treasury shares (if any)) by the Directors pursuant to the approvals in paragraphs (a) and (b) of this resolution during the Relevant Period, otherwise than pursuant to a Rights Issue (as defined below) or pursuant to the exercise of any options which may be granted or exercise of rights of subscription or conversion under the terms of any existing bonds, notes, warrants, debentures or other securities which carry rights to subscribe for or are convertible into shares of the Company, or any scrip dividend or similar arrangement implemented, pursuant to the articles of association of the Company (as amended from time to time), or a specific authority granted or to be granted by the shareholders of the Company in a general meeting, shall not exceed 20% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly;
(d) For the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
“Rights Issue” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for the shares of the Company open for a period fixed by the Directors to the shareholders of the Company or any class
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NOTICE OF ANNUAL GENERAL MEETING
thereof on the register of members of the Company (and where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange)."
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT conditional upon the passing of both ordinary resolutions no. 4 and 5 as set out in the notice convening this meeting of which these ordinary resolutions form part, the general mandate granted to the Directors pursuant to resolution no. 5 above to exercise the powers of the Company to issue, allot and deal with shares be and is hereby extended by adding thereto the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution no. 4, provided that such amount shall not exceed 10% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution."
- To approve the recommended final dividend of HK$0.07 per share of the Company for the year ended 31 December 2024.
By Order of the Board
Scholar Education Group
Chen Qiyuan
Chairman
Hong Kong, 24 April 2025
Notes:
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A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint one or more proxies (if such member is a holder of two or more shares of the Company) to attend and vote on behalf such member. A proxy does not need to be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should such member so wish. In such event, such member's form of proxy will be deemed to have been revoked.
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Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if such person was solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall standalone be entitled to vote in respect thereof.
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A form of proxy for the AGM is enclosed. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services
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NOTICE OF ANNUAL GENERAL MEETING
Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof.
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To ascertain the Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 15 May 2025 to Tuesday, 20 May 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 14 May 2025.
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To ascertain the Shareholders' entitlement to the Final Dividend, the register of members of the Company will be closed on Wednesday, 20 August 2025, and no transfer of Shares will be registered on such date. In order to be entitled to the Final Dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 19 August 2025.
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Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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With regard to ordinary resolution no. 2 above, the particulars (as required under the Listing Rules) of the Directors who are proposed to be re-elected are set out in Appendix I to the circular of the Company dated 24 April 2025 (the "Circular").
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In respect of ordinary resolution no. 4 above, the Directors wish to state that they will exercise the powers conferred by the Repurchase Mandate in circumstances which they deem appropriate and for the benefits of Shareholders as a whole. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the Circular.
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In respect of the ordinary resolution no. 5 above, the Directors wish to state that they have no immediate plans to issue any new Shares referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
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As at the date of this notice, the Board comprises Mr. Chen Qiyuan, Mr. Qi Mingzhi, Ms. Li Ailing and Ms. Leng Xinlan as executive Directors and Mr. Huang Victor, Mr. Yang Xuezhi and Ms. Yim Ka Man as independent non-executive Directors.
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