Top Education Group Ltd — Board/Management Information 2020

Jun 29, 2020

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.

==> picture [87 x 92] intentionally omitted <==

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) (ACN 098 139 176) (Stock code: 1752)

CHANGE OF AUDITOR

This announcement is made by Top Education Group Ltd (the “ Company ”, together with its subsidiary, the “ Group ”) pursuant to Rule 13.51(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The board of directors (the “ Board ”) of the Company announces that Ernst & Young, a partnership registered in Hong Kong (“ EYHK ”), will resign as the Company’s auditor for the annual report filing as a listed company in Hong Kong with effect from 30 June 2020. The Board has resolved, with the recommendation of the audit committee of the Board (the “ Audit Committee ”), to appoint Ernst & Young, a partnership registered in Australia (“ EYA ”) and a recognised overseas auditor to carry out a public interest engagement for an overseas entity under the Financial Reporting Council Ordinance, as the Company’s auditor with effect from 30 June 2020 to fill the casual vacancy, following the resignation of EYHK, and to hold office until the conclusion of the forthcoming annual general meeting of the Company.

EYA has been appointed as the Company’s statutory auditor in Australia since June 2016 pursuant to the Corporations Act 2001 (Cth) . The Board and the Audit Committee are of the view that the additional engagement of EYA as the Company’s auditor for the purpose of the annual report filing in Hong Kong will streamline and enhance the efficiency of the Company’s external audit process, which would be in the best interests of the Company and its shareholders (the “ Shareholders ”) as a whole.

EYHK confirmed that there are no circumstances connected with their resignation that should be brought to the attention of the Shareholders. The Board and the Audit Committee also confirmed that there are no matters or circumstances in connection with EYHK’s resignation that need to be brought to the attention of the Shareholders.

1

The Board would like to take this opportunity to express its sincere gratitude to EYHK for their professional services rendered to the Company during the past years.

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

Sydney, Australia, 29 June 2020

As at the date of this announcement, the executive Directors are Dr. Minshen Zhu (Ms. Rongning 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. Yi Dai, and the independent non-executive Directors are Professor Weiping Wang, Professor Brian James Stoddart, Mr. Tianye Wang and Professor Steven Schwartz.

2