Top Education Group Ltd — Capital/Financing Update 2018

May 30, 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)

EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus was exercised by the Joint Global Coordinators (on behalf of the International Underwriters) on 30 May 2018 in respect of 75,120,000 additional Shares (the ‘‘Over-allotment Shares’’), representing approximately 12.0% of the Offer Shares initially available under the Global Offering. No further exercise of the Over-allotment Option will be carried out by the Joint Global Coordinators. The Over-allotment Shares will be issued and allotted at HK$0.33 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering. A further announcement will be made by the Company after the end of the stabilisation period.

EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus was exercised by the Joint Global Coordinators (on behalf of the International Underwriters) on 30 May 2018 in respect of 75,120,000 additional Shares, representing approximately 12.0% of the Offer Shares initially available under the Global Offering. No further exercise of the Over-allotment Option will be carried out by the Joint Global Coordinators.

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The Over-allotment Shares will be used to facilitate the return of all the 75,120,000 Shares borrowed by the Stabilising Manager from Dr. Zhu under the Stock Borrowing Agreement, which were used to cover over-allocations in the International Placing. Immediately after the allotment and issue of the Over-allotment Shares, approximately 41.62% of the issued share capital of the Company will be held by the public in compliance with 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.

The Over-allotment Shares will be issued and allotted at HK$0.33 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering.

Approval for the listing of and permission to deal in the Over-allotment Shares have already been granted by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. on 5 June 2018.

The shareholding structure of the Company immediately before and after the issue of the Overallotment Shares is as follows:

	roval for the listing of and permission to deal in the Over-allotment Shares have already beented by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotmentres are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. onne 2018.	roval for the listing of and permission to deal in the Over-allotment Shares have already beented by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotmentres are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. onne 2018.	roval for the listing of and permission to deal in the Over-allotment Shares have already beented by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotmentres are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. onne 2018.	roval for the listing of and permission to deal in the Over-allotment Shares have already beented by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotmentres are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. onne 2018.	roval for the listing of and permission to deal in the Over-allotment Shares have already beented by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotmentres are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. onne 2018.	roval for the listing of and permission to deal in the Over-allotment Shares have already beented by the Listing Committee of the Stock Exchange. Listing of and dealing in the Over-allotmentres are expected to commence on the Main Board of the Stock Exchange at or around 9:00 a.m. onne 2018.
	shareholding structure of the Company immediately before and after the issue of the Over-tment Shares is as follows:
ShareholdersControlling Shareholders Group1Xinjiang GuoliPwC NomineesTD Seymour Pty Ltd2Kai Zhang2Public Shareholders:Loyal CreationThe Third Round Pre-IPO investors(other than TD Seymour Pty Ltdand Kai Zhang)2G&H PartnersMr. LiuOther public shareholdersSub-total of public ShareholdersTotal		Immediately before the issueof the Over-allotment Shares		Immediately after the issueof the Over-allotment Shares
			Approximate		Approximate
	reholders	Number ofShares	percentage ofshareholding	Number ofShares	percentage ofshareholding
	tlliShhldG1	853308000	(%)3395%	853308000	(%)3296%
	rong areoers roupjiang Guoli	,,351,180,000	.13.97%	,,351,180,000	.13.57%
	NomineesSPtLtd2	264,708,00021008000	10.53%084%	264,708,00021008000	10.23%081%
	eymour y Zhang2liShhld	,,20,976,000	.0.83%	,,20,976,000	.0.81%
	c areoers:al CreationThirdRoundPre-IPOinvestors	224,096,000	8.92%	224,096,000	8.66%
		78,324,00059,428,00012,000,000628,400,0001,002,248,0002,513,428,000	3.12%2.36%0.48%25.00%39.88%100.00%	78,324,00059,428,00012,000,000703,520,0001,077,368,0002,588,548,000	3.03%2.29%0.46%27.18%
					41.62%
					100.00%

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Notes:

• (1) The Controlling Shareholders Group consists of Dr. Zhu, Mr. Yang, Tristar United, Mr. Lee, Mr. Wang and Billion Glory, being a group of six individuals and entities. The 853,308,000 Shares include the 75,120,000 Shares borrowed by the Stabilising Manager from Dr. Zhu pursuant to the Stock Borrowing Agreement dated 4 May 2018.

• (2) As TD Seymour Pty Ltd is owned as to 50% by Thomas Richard Seymour, our non-executive Director and Kai Zhang is the alternate director of Thomas Richard Seymour, TD Seymour Pty Ltd and Kai Zhang are our core connected persons under the Listing Rules. Accordingly, save as to the Shares held by TD Seymour Pty Ltd and Kai Zhang in our Company, all the Shares held by other Third Round Pre-IPO Investors are counted towards the public float pursuant to Rule 8.24 of the Listing Rules.

The additional net proceeds of approximately HK$23.9 million, after deducting the underwriting fees and commissions, from the issue of the Over-allotment Shares will be applied in accordance with those stated in the section headed ‘‘Future Plans and Use of Proceeds — Use of Proceeds’’ in the Prospectus.

The Company will make a further announcement after the end of the stabilisation period in connection with the Global Offering, pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

Certain amounts and percentage figures included in this announcement have been subject to rounding adjustments. Accordingly, figures shown in certain tables may not be an arithmetic aggregate of the figures preceding them.

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

Hong Kong, 30 May 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.

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