Scholar Education Group — Share Issue/Capital Change 2024

Feb 1, 2024

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 January 2024

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Scholar Education Group Date Submitted: 01 February 2024

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	01769		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		1,000,000,000			USD	0.001		USD	1,000,000
Increase / decrease (-)		0						USD
Balance at close of the month		1,000,000,000			USD	0.001		USD	1,000,000

Total authorised/registered share capital at the end of the month: USD

1,000,000

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II. Movements in Issued Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	01769		Description
Balance at close of preceding month		555,700,000
Increase / decrease (-)		0
Balance at close of the month		555,700,000

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				01769
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Share option scheme adopted on 3 June 2019 and granted on 6 February 2023	27,785,000	Others		0		27,785,000			0		0
General Meeting approval date (if applicable)		03 June 2019

Total A (Ordinary shares):

Total funds raised during the month from exercise of options: HKD 0

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable

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(E). Other Movements in Issued Share

1. Class of shares issuable (Note 5 and 6)	1. Class of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						01769
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Repurchase of shares									19 May 2023		0	-768,000
			Total E (Ordinary shares): 0

Remarks:

Repurchase of a total of 438,000 shares of ordinary shares were made on 12, 15 and 19 January 2024. As at 31 January 2024, a total of 768,000 shares of ordinary shares had been repurchased and were yet to be cancelled.

Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) 0

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

Not applicable

Submitted by: So Wai Hang Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

4. ． the securities are of the same nominal value with the same amount called up or paid up;

5. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

6. ． exactly the same sum (gross and net); and

7. ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

8. If there is insufficient space, please submit additional document.

9. In the context of repurchase of shares:

10. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

11. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

12. ． “class of shares issuable” should be construed as “class of shares repurchased”; and

13. ． “issue and allotment date” should be construed as “cancellation date”

14. In the context of redemption of shares:

15. ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

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• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “class of shares issuable” should be construed as “class of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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