Top Education Group Ltd — Capital/Financing Update 2018

Jun 4, 2018

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company 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.

Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated 27 April 2018 (the ‘‘Prospectus’’) issued by Top Education Group Ltd (the ‘‘Company’’).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus for detailed information about the Company before deciding whether or not to invest in the Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the US Securities Act. The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the US Securities Act. There will be no public offer of securities by the Company in the United States.

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)

STABILISATION ACTIONS AND END OF STABILISATION PERIOD

The Company makes this announcement pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and announces that the stabilisation period in connection with the Global Offering ended on 2 June 2018, being the 30th day after the last day for the lodging of the applications under the Hong Kong Public Offering.

The stabilisation actions undertaken during the stabilisation period were:

• (1) over-allocations of an aggregate of 75,120,000 Shares in the International Offering, representing approximately 12.0% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

• (2) the borrowing of an aggregate of 75,120,000 Shares by the Stabilising Manager from Dr. Zhu pursuant to the Stock Borrowing Agreement dated 4 May 2018 to cover the over-allocations in the International Offering; and

– 1 –

• (3) the exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of themselves and the International Underwriters, on 30 May 2018 in respect of 75,120,000 additional Shares, representing approximately 12.0% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), at the Offer Price of HK$0.33 per Share to facilitate the return of the 75,120,000 Shares borrowed by the Stabilising Manager from Dr. Zhu pursuant to the Stock Borrowing Agreement, which were used to cover the over-allocations in the International Offering.

For further details of the exercise of the Over-allotment Option, please refer to the announcement of the Company dated 30 May 2018.

PUBLIC FLOAT

The Company will continue to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules that at least 25% of the Company’s total issued share capital must at all times be held by the public.

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

Hong Kong, 4 June 2018

As at the date of this announcement, the executive Directors are Dr. Minshen Zhu 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 Weiping Wang, Professor Brian James Stoddart, Mr. Tianye Wang and Professor Steven Schwartz.

– 2 –