Top Education Group Ltd — Board/Management Information 2018

Dec 17, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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TOP EDUCATION GROUP LTD

澳洲成峰高教集團有限公司

(Registered in New South Wales, Australia with limited liability)

(Stock code: 1752)

APPOINTMENT OF ALTERNATE DIRECTOR

The board (the “ Board ”) of directors (the “ Directors ”) of Top Education Group Ltd (the “ Company ”) announces that with effect from 17 December 2018, Ms. Rongning Xu (“ Ms. Xu ”) has been appointed as an alternate Director to Dr. Minshen Zhu (“ Dr. Zhu ”), an executive Director.

Reference is made to the prospectus of the Company dated 27 April 2018 (the “ Prospectus ”) in relation to the listing of its shares on the Main Board of The Stock Exchange of Hong Kong Limited. Capitalised terms used herein have the same meanings as those defined in the Prospectus.

The biographical details of Ms. Xu are set out below:

Ms. Rongning Xu ( 徐榕寧 )

Ms. Xu, aged 31, is an alternate Director to Dr. Zhu and the Company’s Vice President (Regulatory & Compliance), who is responsible for the implementation of the Company’s academic policies and procedures and the administrative rules and regulations of the Tertiary Education Quality and Standards Agency in Australia, as well as the management of the Company’s academic affairs, operations and risk management.

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Ms. Xu has over six years of experience in the education industry. Ms. Xu joined the Company in June 2009 as a tutor and served in this role until October 2010, during which she was responsible for teaching and academic matters. From November 2010 to January 2012, Ms. Xu was employed by Nanjing Da Lve Industry Trade Co. Ltd, a company principally engaged in goods trading, as senior project manager. Ms. Xu then rejoined the Company as a lecturer and an academic programs coordinator in August 2013. From September 2013 to December 2013, Ms. Xu served as co-director of professional year program. From December 2013 to February 2016, Ms. Xu served as an acting director of business programs. Ms. Xu was then promoted to be a senior lecturer and an associate dean of business school since February 2016, until she assumed her current role as the Company’s Vice President (Regulatory & Compliance) in June 2017.

Ms. Xu obtained a Bachelor of Financial Administration in April 2008, and a Master of Commerce (Accounting and Finance) from the University of New England in Australia in April 2009. Ms. Xu was admitted to full membership of CPA Australia Ltd in August 2013. In September 2014, Ms. Xu obtained her Postgraduate Certificate of Higher Education in learning and teaching from Macquarie University in Australia.

Ms. Xu has not entered into any service contract with the Company, nor is she appointed for a specific term. Pursuant to the Company’s constitution, (i) Ms. Xu’s appointment as alternate Director to Dr. Zhu remains effective until the earlier of Dr. Zhu ceasing to be a Director or its revocation by Dr. Zhu or the other Directors, and (ii) Ms. Xu is not entitled to any remuneration from the Company in respect of her appointment as alternate Director to Dr. Zhu. Ms. Xu holds 1,294,274 share options granted under the Company’s share option scheme, upon full exercise of which 1,294,274 new shares of the Company will be issued to Ms. Xu.

Save as disclosed above, Ms. Xu confirms that (i) she does not have any relationship with any other Director, senior management or substantial or controlling shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)) of the Company; (ii) she does not hold any directorship in any public company the securities of which are listed on any securities market in Hong Kong or overseas during the three years preceding the date of this announcement, or any other major appointment or professional qualification; (iii) there is no information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; (iv) she does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) there are no other matters that need to be brought to the attention of the Company’s shareholders.

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By order of the Board Top Education Group Ltd Minshen Zhu Chairman of the Board

Hong Kong, 17 December 2018

As at the date of this announcement, the executive Directors are Dr. Zhu (Ms. Xu as his alternate) and Ms. Sumeng Cao, the non-executive Directors are Mr. Amen Kwai Ping Lee, Mr. Thomas Richard Seymour (Mr. Kai Zhang as his alternate) and Mr. Jing Li, and the independent non-executive Directors are Professor Brian James Stoddart, Professor Weiping Wang, Mr. Tianye Wang and Professor Steven Schwartz .

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