Neusoft Education Technology : PROPOSALS FOR GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, ELECTION OF A NON-EXECUTIVE DIRECTOR, DECLARATION AND PAYMENT OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Neusoft Education Technology Co. Limited (the "Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9616)

PROPOSALS FOR

GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

ELECTION OF A NON-EXECUTIVE DIRECTOR,

DECLARATION AND PAYMENT OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at No. 6 Software Park Road, Dalian, Liaoning, China on Tuesday, 25 May 2021 at 10 a.m. is set out on pages 21 to 26 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.neuedu.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. before 10 a.m. on Sunday, 23 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and any adjournment thereof should you so wish.

22 April 2021

		CONTENTS
			Page
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors
Introduction . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Granting of General Mandates to Issue Shares and
Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Election of Non-executive Director . . . . . . . . . . . . . . . . . . . . . . . . .	7
Declaration and Payment of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	-	Explanatory Statement on Repurchase Mandate . . . . . . . .	10
Appendix II	-	Details of the Directors Proposed For Re-election and
		Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have

the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	No. 6, Software Park Road, Dalian, Liaoning, China on
	Tuesday, 25 May 2021 at 10 a.m., to consider and, if
	appropriate, to approve the resolutions contained in the
	notice of the AGM set out on pages 21 to 26 of this
	circular or any adjournment thereof
"Articles"	the articles of association of the Company conditionally
	adopted on 11 September 2020 with effect from the
	Listing Date, as amended from time to time
"Board"	the board of Directors
"Business Day"	any day on which the Stock Exchange is open for the
	business of dealing in securities listed thereon
"Cayman Companies Law"	the Companies Law (as revised) of the Cayman Islands
	as amended, supplemented or otherwise modified from
	time to time
"Company"	Neusoft Education Technology Co. Limited (東軟教育科
	技有限公司), a company incorporated in the Cayman
	Islands on 20 August 2018 as an exempted company with
	limited liability, whose shares are listed on the main
	board of the Stock Exchange (stock code: 9616)
"Director(s)"	the director(s) of the Company
"Final Dividend"	the proposed final dividend of HK2.7 cents per Share as
	recommended by the Board for the year ended 31
	December 2020
"Global Offering"	the Hong Kong Public Offering and the International
	Offering
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

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	DEFINITIONS
"Issue Mandate"	a general and unconditional mandate to be granted to the
	Directors to allot, issue and deal with additional Shares
	not exceeding 20% of the total number of the Shares of
	the Company in issue as at the date of passing of the
	relevant resolution granting such mandate
"Latest Practicable Date"	13 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained herein
"Listing Date"	29 September 2020, the date on which the Company's
	Shares are listed and from which dealings therein are
	permitted to take place on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"PRC"	the People's Republic of China
"Repurchase Mandate"	a general and unconditional mandate to be granted to the
	Directors to exercise the power of the Company to
	repurchase Shares up to a maximum of 10% of the total
	number of Shares of the Company in issue as at the date
	of passing the relevant resolution granting such mandate
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance of Hong Kong,
	(Chapter 571 of the Laws of Hong Kong) as amended,
	supplemented or otherwise modified from time to time
"Share(s)"	the ordinary share(s) of HK$0.0002 each in the share
	capital of the Company
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures
	Commission in Hong Kong, as amended from time to
	time
"%"	per cent

In this circular, the terms "close associate", "core connected person", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9616)

Chairperson and Non-executive Director:	Registered office:
Dr. LIU Jiren	89 Nexus Way
	Camana Bay
Executive Director:	Grand Cayman, KY1-9009
Dr. WEN Tao	Cayman Islands
Non-executive Directors (aside from our chairperson):	Principal Place of Business
Mr. RONG Xinjie	in Hong Kong:
Dr. YANG Li	40th Floor, Dah Sing Financial Centre
Dr. ZHANG Yinghui	No. 248 Queen's Road East
Mr. Klaus Michael ZIMMER	Wanchai, Hong Kong
Independent non-executive Directors:
Dr. LIU Shulian
Dr. QU Daokui
Dr. WANG Weiping
	22 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

ELECTION OF A NON-EXECUTIVE DIRECTOR,

PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you with information in respect of the resolutions to be proposed at the AGM including, among other matters, (i) the grant to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the re-election of the

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LETTER FROM THE BOARD

retiring Directors; (iii) the election of a non-executive Director; (iv) the proposed declaration and payment of the Final Dividend for the year ended 31 December 2020; and

1. to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matter.

A notice convening the AGM is set out on pages 21 to 26 of this circular.

2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

Pursuant to the written resolutions of the then Shareholders passed on 11 September 2020, the Directors were granted by the then Shareholders (i) a general unconditional mandate to allot, issue and deal with any Shares or securities convertible into Shares and to make or grant offers, agreements or options which would or might require Shares to be allotted and issued or dealt with, such member of Shares shall not exceed 20% of the total number of Shares in issue immediately following the completion of the Global Offering;

1. a general unconditional mandate to repurchase our own Shares on the Stock Exchange or on any other stock exchange on which the securities of our Company may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, such number of Shares will represent up to 10% of the total number of Shares in issue or to be issued immediately following the completion of the Global Offering; and (iii) to extend the general mandate of (i) above to include Shares repurchased pursuant to the general mandate of (ii) above. Such general mandates will expire at the conclusion of the forthcoming AGM.

At the AGM, separate ordinary resolutions will be proposed:

1. to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of Shares in issue of the Company as at the date of passing the resolution. The Issue Mandate will end on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable law or the Articles; and (iii) the passing of an ordinary resolution by the Shareholders in a general meeting revoking or varying such mandate. Based on 666,667,200 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased after the Latest Practicable Date and prior to the date of the AGM, the Directors will be authorised to issue up to 133,333,440 Shares under the Issue Mandate;
2. to grant the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase issued Shares not exceed 10% of the total number of Shares in issue of the Company as at the date of passing the resolution. The Repurchase Mandate will end on the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable law or the Articles; and (iii) the passing of an

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LETTER FROM THE BOARD

ordinary resolution by the Shareholders in a general meeting revoking or varying such mandate. Based on 666,667,200 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased after the Latest Practicable Date and prior to the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 66,666,720 Shares, being 10% of the total number of Shares in issue of the Company as at the date of passing of the resolution in relation thereto; and

1. subject to the passing of the aforesaid ordinary resolutions granting the Issue Mandate and the Repurchase Mandate, to extend the number of Shares to be issued and allotted under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution granting the Repurchase Mandate at the AGM.

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of nine Directors, namely Dr. WEN Tao as executive Director, Dr. LIU Jiren, Mr. RONG Xinjie, Dr. YANG Li, Dr. ZHANG Yinghui and Mr. Klaus Michael ZIMMER as non-executive Directors and Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping as independent non-executive Directors.

Every Director shall retire from office once every three years and for this purpose, at each annual general meeting one-third (1/3) of the Directors for the time being, or, if their number is not a multiple of three (3), then the number nearest to one-third (1/3) but not less than one-third (1/3) shall retire from office by rotation. The Directors to retire in every year will be those who have been longest in office since their last election and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Subject to the Articles, a retiring Director shall be eligible for re-election at the annual general meeting at which he retires. For avoidance of doubt, each Director shall retire at least once every three (3) years.

The term of office of all Board members of the Company will expire in 2021. Therefore, in accordance with Article 108 of the Articles, Dr. LIU Jiren, Dr. WEN Tao, Mr. RONG Xinjie, Dr. YANG Li, Dr. ZHANG Yinghui, Mr. Klaus Michael Zimmer ("Mr. Zimmer"), Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping shall retire from offices as Directors at the annual general meeting. Except for Mr. Zimmer, who expires his term of service and does not offer himself for re-election, all of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM. The biographical details of the above named Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

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LETTER FROM THE BOARD

The re-election of each of the Directors is subject to a separate resolution as set out in the notice of the AGM in this circular.

Mr. ZIMMER shall retire as a Director at the conclusion of the AGM. Mr. ZIMMER confirmed that he has no disagreement with the Board and there is no matter which needs to be brought to the attention of shareholders of the Company in respect of his retirement.

In reviewing the structure of the Board, the Board will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional and qualifications, skills, knowledge, length of service and industry and regional experience. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

In recommending each of Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping to stand for re-election as an independent non-executive Director, the Board has considered the following backgrounds and attributes of the nominees concerned:

1. Dr. LIU Shulian has the appropriate professional accounting or related financial management experience for the purpose of Rule 3.10(2) of the Listing Rules. She received her professorship from Dongbei University of Finance and Economics, China, and she has been teaching and conducting research at the accounting school of Dongbei University of Finance and Economics, China, since January 1982. She has been recognised by the Shanghai Stock Exchange to act as an independent director, since September 2007.
2. Dr. QU Daokui has extensive experience in the academia in China for researching in the field of engineering. Dr. Qu became a researcher at the Shenyang Institute of Automation, Chinese Academy of Sciences (中國科學院 瀋陽自動化研究所), China, in September 1997. Dr. Qu was hired as a doctoral adviser in January 2003.
3. Dr. WANG Weiping is a professor specialising in paediatrics. He received his doctorate degree in paediatrics from Shanghai Medical University (上海醫科 大學), China, in December 1988 and his professorship from Shanghai Medical University, China, in December 1994.

The Board considered that in view of their diverse and different educational backgrounds; professional knowledge and experience in the respective fields of financial management, engineering and medicine as mentioned above and as set out in Appendix II to this circular, to appoint Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping as independent non-executive Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective business operation and their appointments will contribute to the diversification of skills of the Board with independent views appropriate to the requirements of the Company's business as well as for its growth and development.

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LETTER FROM THE BOARD

The Board also assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of each of Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping, and re-affirmed the independency of each of Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping. Consequently, the Board recommends the re-election of each of Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping as independent non-executive Director at the AGM for another three-year term of office, and each of them is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles.

4. PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR

The board recommends the election of Mr. Sun Yinhuan (孫蔭環) ("Mr. Sun") as a non-executive Director of the Company with effect from the conclusion of the AGM. The Board considers that Mr. Sun will provide contributions to the businesses of the Group and the Board diversity will be enhanced. The biographical details of Mr. Sun are set out in Appendix II to this circular. Save as disclosed in this circular, there are no other matters in relation to the proposed election of Mr. Sun as a non-executive Director that need to be brought to the attention of the Shareholders, and there is no information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

5. DECLARATION AND PAYMENT OF FINAL DIVIDEND

At the meeting of the Board held on 29 March 2021, the Board recommended the payment of a final dividend of HK 2.7 cents per ordinary share for the year ended 31 December 2020 to the shareholders whose names appear on the register of members of the Company on 2 June 2021. The Final Dividend will be paid on or about 17 June 2021 to such shareholders. The Final Dividend is subject to approval by the shareholders at the AGM and a resolution will be proposed to the shareholders for voting at the AGM.

As at the Latest Practicable Date, there were a total of 666,667,200 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to approximately HK$18 million.

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 18 May 2021 to Tuesday, 25 May 2021 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Tuesday, 25 May 2021. The record date will be Tuesday, 25 May 2021. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Monday, 17 May 2021.

The register of members of the Company will be closed from Monday, 31, May 2021 to Wednesday, 2, June 2021 (both days inclusive), for the purpose of determining the entitlement to the Final Dividend for the year ended 31 December 2020. The record date will be Wednesday, 2, June 2021. In order to qualify for the Final Dividend, all transfer

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LETTER FROM THE BOARD

forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Friday, 28, May 2021.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

Set out on pages 21 to 26 of this circular is a notice convening the AGM at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve, among other matters, (i) general mandates to issue shares and repurchase shares; (ii) the re-election of the retiring Directors; (iii) the election of a non-executive Director; and (iv) declaration and payment of the Final Dividend for the year ended 31 December 2020.

Enclosed with this circular is a form of proxy for use at the AGM. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. before 10 a.m. on Sunday, 23 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and any adjournment thereof should you so wish. In the event that a Shareholder having lodged a form of proxy attends the AGM, his form of proxy will be deemed to have been revoked.

Pursuant to the listing rules and the Articles, all the resolutions set out in the notice of the AGM will be decided by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. The chairman will explain the detailed procedures for conducting a poll at the commencement of the AGM.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy will have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/her/its votes or cast all his/her/its votes in the same way.

In view of the ongoing COVID-19 epidemic, the Company will implement the following practical measures to try to avoid the spread of COVID-19 at the AGM:

1. Compulsory body temperature check will be conducted, and any person with a body temperature beyond normal range will be denied entry into the venue;
2. Compulsory wearing of surgical mask throughout the AGM; and
3. The Company will maintain appropriate distance and space in the venue.

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LETTER FROM THE BOARD

The Company advises Shareholders, who intend to attend the AGM, to preferably consider to submit the form of proxy for voting instead of attending the AGM in person. The form of proxy has been dispatched to Shareholders and is available to download on the Company's website (http://www.neuedu.com) or HKExnews' website (www.hkexnews.hk).

After the conclusion of the AGM, the poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.neuedu.com).

8. RECOMMENDATION

The Directors consider that (i) the granting of the Issue Mandate and the Repurchase Mandate to the Directors to issue and repurchase Shares; (ii) the re-election of the retiring Directors; (iii) the election of a non-executive Director; and (iv) the declaration and payment of the Final Dividend are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favor of all the resolutions proposed at the AGM.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

10. GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

11. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

By order of the Board

Neusoft Education Technology Co. Limited

Dr. LIU Jiren

Chairperson and non-executive director

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 666,667,200 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased or cancelled after the Latest Practicable Date and up to the date of passing such resolution at the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 66,666,720 Shares, representing 10% of the existing issued Shares as at the date of the passing of the relevant resolution at the AGM.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit our Company and Shareholders.

As compared with the financial position of the Company as at 31 December 2020 (as disclosed in its latest audited financial statements for the year ended 31 December 2020), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period. In the circumstances, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

3. FUNDING OF REPURCHASES OF SHARES

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or from sums standing to the credit of our share premium account or, if authorised by the Articles and subject to the Cayman Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the Cayman Companies Law, out of capital.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of our Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for our Company.

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules), have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to repurchase pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles and the laws of the Cayman Islands.

6. EFFECT OF TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge and belief of the Company and as recorded in the register required to be kept by the Company under Section 336 of the SFO, as at the Latest Practicable Date, Dr. LIU Jiren is deemed to be interested in 492,809,800 Shares or approximately 73.92 % of the total number of Shares in issue in the full amount of equity interests held by (a) Kang Ruidao International Investment Inc., being 150,245,000 Shares of approximately 22.54%; (b) the full aggregate amount of Shares held by Dongkong Education First Investment Inc. (東控教育第一投資有限公司) and Dongkong Education Second Investment Inc. (東控教育第二投資有限公司), being totally 249,449,800 Shares or approximately 37.42%; and (c) the full aggregate amount of Shares held by the Proxy Grantors, being 93,115,000 Shares or approximately 13.97%, in our Company. In the event that the Directors exercise in full the power to repurchase the Shares pursuant to the Shares Repurchase Mandate which is proposed to be granted, the shareholding of Dr. LIU Jiren would be increased to approximately 82.13% of the then total number of Shares of the Company in issue and such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Company has no intention to exercise the Shares Repurchase Mandate to such extent that it would give rise to an obligation to make

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

a mandatory offer under the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25% of the issued share capital of the Company.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date and up to the Latest Practicable Date.

8. SHARE PRICES

During each month of the period from 29 September 2020 (being the date of listing of the Shares on the Stock Exchange) to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2020
September	7.94	5.87
October	6.59	4.88
November	6.38	5.05
December	5.54	4.69
2021
January	5.79	4.71
February	5.40	4.81
March	5.34	4.52
April (up to the Latest Practicable Date)	5.39	5.00

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out

below:

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. The following Directors are not related to any Directors, senior management, substantial Shareholders or Controlling Shareholders (as defined in the Listing Rules) of the Company.

Each of the following Directors has confirmed that there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

CHAIRPERSON

Dr. LIU Jiren (劉積仁)

Dr. J. Liu, aged 65, is a non-executive Director, chairperson of our Board, chairperson of the Nomination Committee, and member of the Remuneration Committee. He is a core founding member of our Group (and Dalian Neusoft Holdings Co., Ltd. (大連 東軟控股有限公司) ("Neusoft Holdings") and its subsidiaries (excluding our Group)) and is currently the director or chairperson of the board of a number of our Group members, including: (i) Dalian Neusoft Software Park Industry Development Co., Ltd. (大連東軟軟 件園產業發展有限公司) ("Dalian Development"), since July 2002; (ii) our universities, since establishment; (iii) our two School Sponsors, Chengdu Neusoft Information Technology Development Co., Ltd. (成都東軟信息技術發展有限公司) ("Chengdu Development"), since July 2002, and Foshan Nanhai Neusoft Information Technology Development Co., Ltd. (佛山市南海東軟信息技術發展有限公司) ("Foshan Development"), since January 2002; (iv) Neusoft Education Technology (HK) Co. Limited, since September 2018; (v) Neusoft Education Technology (BVI) Co. Limited, since September 2018; (vi) Dalian Neusoft Ruixin Technology Development Co. Limited (大連東軟睿新科技發展有限 公司) ("Neusoft Ruixin"), since establishment; and (vii) Tianjin Neusoft Ruidao Education Information Technology Co., Ltd. (天津東軟睿道教育信息技術有限公司) ("Tianjin Ruidao"), since March 2012. Dr. J. Liu is also the chairperson of Neusoft Holdings, since November 2011.

Dr. J. Liu received his bachelor 's, master 's and doctorate degrees in computing (計算

機) from Northeastern University (東北大學), China, in April 1980, December 1982 and November 1987, respectively, as well as a professorship of Northeastern University (formerly known as Northeastern University of Technology (東北工學院)) (in June 1988), China.

Aside from our Group, Dr. J. Liu has more than 30 years of experience in the education industry. He was formerly a lecturer from May 1987 to June 1988 and a vice-principal from March 1995 to August 2014 and he has been a professor of Northeastern University since June 1988. Dr. J. Liu is the chairperson and chief executive officer of Neusoft Corporation (東軟集團股份有限公司) ("Neusoft Corporation"), a company whose shares have been listed on the Shanghai Stock Exchange (security code: 600718), since June 1996.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Dr. J. Liu has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Dr. J. Liu is entitled to receive emoluments of RMB0 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

As at the Latest Practicable Date, Dr. J. Liu was interested and deemed to be interested in 492,809,800 Shares pursuant to Part XV of the SFO.

EXECUTIVE DIRECTOR

Dr. WEN Tao (溫濤)

Dr. Wen, aged 58, is our executive Director, chief executive officer and president of our Company. He holds various directorships within our Group, including: (i) principal and director of Dalian Neusoft Vocational College of Information Technology from June 2000 to May 2012 (merged into Dalian Neusoft University of Information (大連東軟信息學

院) ("Dalian University") in 2012); principal and director of Dalian University since April 2004 and vice-chairperson of Dalian University since April 2020; director of Chengdu Neusoft University (成都東軟學院) ("Chengdu University") and Neusoft Institute, Guangdong (廣東東軟學院) ("Foshan University") since establishment, and vice-chairperson of Chengdu University and Foshan University since May 2018 and June 2019, respectively; (ii) director of our two School Sponsors, Chengdu Development, since July 2002, and Foshan Development, since January 2002; (iii) director and general manager of Dalian Development since July 2002 and January 2012, respectively; (iv) director and general manager of Neusoft Ruixin since May 2019; (v) director and general manager of Dalian Neusoft Education Technology Group Co. Limited (大連東軟教育科技 集團有限公司) ("Dalian Education") since August 2018; and (vi) director of Tianjin Ruidao since March 2012. Dr Wen is currently the director or executive director or chairperson of a number of our Group members including: Dalian Neusoft Industry Management Services Co., Ltd. (大連東軟產業管理服務有限公司）, Dalian Yunguan Information Technology Co., Ltd. (大連雲觀信息技術有限公司), Shanghai Ruixiang Information Technology Co., Ltd. (上海芮想信息科技有限公司), Dalian Neusoft Electronic Press Co., Ltd. (大連東軟電子 出版社有限公司), Dalian Neusoft Technology Development Co., Ltd. (大連東軟科技發展 有限公司) ("Dalian Technology") and Dalian High-tech Zone Neusoft Training School Co., Ltd.

Dr. Wen received his bachelor 's degree in aviation electrical engineering (航空電氣 工程) and master 's degree in engineering (majoring in signals, circuits and systems) (信 號、電路與系統) from Northwestern Polytechnical University (西北工業大學), China, in July 1984 and April 1987, respectively. He also completed a doctorate degree in engineering (工學) at Northeastern University (東北大學) (formerly known as Northeastern University of Technology (東北工學院)), China, in March 1994.

Dr. Wen is a director since November 2011 and vice-president of Neusoft Holdings since January 2013, one of our Controlling Shareholders and the Registered Shareholder of Dalian Development. He also holds a number of directorships in related companies of Neusoft Holdings, including: Dalian Ruidao Yibo Education Information Technology Co., Ltd. (大連睿道易博教育信息技術有限公司), since August 2018, as well as a supervisory position in Shenyang Kang Ruidao Consulting Co., Ltd. (瀋陽康睿道諮詢有限公司) ("Shenyang Kang Ruidao"), since December 2014. Shenyang Kang Ruidao holds interests in Neusoft Holdings through Dalian Kang Ruidao Management Consulting Centre (Limited Partnership) (大連康睿道管理諮詢中心（有限合夥）) and Dalian Neusoft Siwei Technology Development Co., Ltd. (大連東軟思維科技發展有限公司).

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Dr. Wen was (or is currently) appointed to a number of positions on professional and government bodies, including: representative at the Sixteenth Dalian Municipal People's Congress; chief representative on the Liaoning Provincial Vocational College Educational Steering Committee established under the Educational Department of Liaoning Province, from 2015 to 2019; representative at the Sixth Decision Advisory Committee established under the Committee of the Communist Party of China of Liaoning Province and People's Government of Liaoning Province, from 2017 to 2022.

Dr. Wen has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 3 months' notice in writing served by either party on the other. Dr. Wen is entitled to receive emoluments of RMB0 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

As at the Latest Practicable Date, Dr. Wen was interested and deemed to be interested in 9,595,000 Shares pursuant to Part XV of the SFO.

NON-EXECUTIVE DIRECTORS (aside from our Chairperson)

Mr. RONG Xinjie (榮新節)

Mr. Rong, aged 58, is a non-executive Director and a member of the Audit Committee. He holds various directorships within our Group, including: Dalian Development, since March 2013; our two other School Sponsors, Chengdu Development, since April 2013, and Foshan Development, since June 2013; Chengdu University and Dalian University from January 2013 to September 2018; Foshan University from January 2013 and Dalian Technology, from October 2013 to June 2019.

Mr. Rong received his bachelor 's degree in computer science (電子計算機) from the China University of Mining and Technology (中國礦業大學), China, in July 1984. Mr. Rong also received an associate professorship from the Senior Teachers Assessment Committee at Shangdong University of Finance and Economics (山東財政學院教師職務高級評審委 員會), China, in October 1995.

Aside from our Group, Mr. Rong is a director and general manager from February 2013 to January 2017 and a deputy-chairperson of the board of directors; general manager and chief executive officer of Neusoft Holdings, since January 2017. He was a director and senior vice-president of Neusoft Corporation, from September 2004 to May 2008; and currently holds directorship within the related companies of Neusoft Holdings and Neusoft Corporation, including director from June 2008 to March 2018, chairperson of the board of Liaoning Neusoft Venture Capital Co., Ltd. (遼寧東軟創業投資有限公司), since March 2018 and a director of Shanghai Sirui Information Technology Co., Ltd. (上海思芮信 息科技有限公司) since March 2016.

Mr. Rong has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Mr. Rong is entitled to receive emoluments of RMB0 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Rong was interested and deemed to be interested in 300,000 Shares pursuant to Part XV of the SFO.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Dr. YANG Li (楊利)

Dr. Yang, aged 58, is a non-executive Director. He is a director of Neusoft Ruixin since May 2019. He is also a director of Dalian Education, since August 2018; director since December 2016 and principal of Foshan University, since February 2003, and general manager of Foshan Development, since June 2013.

Dr. Yang received his bachelor 's degree in software computing (電子計算機軟件), master 's degree in software computing (計算機軟件) and doctorate degree in software computing from the National University of Defence Technology (國防科技大學) formerly known as People's Liberation Army National University of Defence Science and Technology (中國人民解放軍國防科學技術大學), China, in July 1983, June 1988 and January 1996, respectively. Dr. Yang also received a professorship from Northeastern University, China, in June 1999. He conducted post-doctoral research in computer science and technology in Northeastern University, China, from June 1997 to June 2000.

Dr. Yang was previously the technical director at Shenyang Neu-Alpine Software Co., Ltd. (瀋陽東大阿爾派軟件股份有限公司), from September 1999 to April 2001; and director of the software research centre at Neusoft Corporation, from May 1998 to August 1999.

Dr. Yang has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Dr. Yang is entitled to receive emoluments of RMB0 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

As at the Latest Practicable Date, Dr. Yang was interested and deemed to be interested in 3,420,000 Shares pursuant to Part XV of the SFO.

Dr. ZHANG Yinghui (張應輝)

Dr. Zhang, aged 48, is a non-executive Director. He is a director of Neusoft Ruixin since May 2019, director of Dalian Education since August 2018, general manager of Chengdu Development since April 2013, the director of Chengdu Neusoft Education Technology Group Co. Limited (東軟教育科技（成都）有限公司) since April 2019, the chairperson of Chengdu Neusoft Technology Co., Ltd. (成都東軟軟件有限公司), from June 2010 to July 2018; director since December 2016, and principal since February 2003 of Chengdu University.

Dr. Zhang received his bachelor 's degree in software computing (計算機軟件) and doctorate degree in applied computing (計算機應用技術) from Northeastern University, China, in July 1994 and September 1998, respectively. Dr. Zhang also received professorship certification from Sichuan Provincial Vocational Reform Bureau (四川省職改

辦), China, in December 2007.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Dr. Zhang has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Dr. Zhang is entitled to receive emoluments of RMB0 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

As at the Latest Practicable Date, Dr. Zhang was interested and deemed to be interested in 3,145,000 Shares pursuant to Part XV of the SFO.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. LIU Shulian (劉淑蓮)

Dr. S. Liu, aged 66, is an independent non-executive Director, chairperson of the Audit Committee, and member of the Nomination Committee. Dr. S. Liu is also an independent non-executive director of Neusoft Corporation (security code: 600718), since May 2017. Prior to this, she was an independent non-executive director of Dalian Huarui Heavy Industry Group co., Ltd. (大連華銳重工集團股份有限公司), formerly known as Dalian Huarui Heavy Industry Steel Casting Co., Ltd. (大連華銳重工鑄鋼股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 2204), from March 2007 to April 2013; and Dashang Co., Ltd. (大商股份有限公司), formerly known as Dashang Group Co., Ltd. (大商集團股份有限公司), a company listed on the Shanghai Stock Exchange (security code: 600694), from April 2007 to April 2013.

Dr. S. Liu received her bachelor 's degree in economics, master 's degree in economics and doctorate degree in management, from Dongbei University of Finance and Economics (東北財經大學, formerly known as 遼寧財經學院), China, in January 1982, June 1987, December 1989 and March 2001, respectively. She received her professorship from Dongbei University of Finance and Economics, China and she has been teaching and conducting research at the accounting school of Dongbei University of Finance and Economics, China, since January 1982. Dr. S. Liu also received her qualification certification for college teachers (高校教師資格) from the Liaoning Provincial Human Affairs Department (遼寧省人事廳), China, in July 1998. She is recognised by the Shanghai Stock Exchange to act as an independent director, since September 2007; became a member of the Financial Management Committee (財務管理專業委員會委員) of the Accounting Society of China (中國會計學會), from 2008 to 2018; and was admitted as a non-practising member by Liaoning Provincial Institute of Certified Public Accountants in December 2009. Dr. S. Liu has the appropriate professional accounting or related financial management experience for the purpose of Rule 3.10(2) of the Listing Rules.

Dr. S. Liu has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Dr. S. Liu is entitled to receive emoluments of HK$150,000 per annum as determined by the Board with reference to her duties and responsibilities and the prevailing market conditions.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Dr. QU Daokui (曲道奎)

Dr. Qu, aged 59, is an independent non-executiveDirector, the chairperson of the Remuneration Committee, and member of the Audit Committee. Dr. Qu is the president and deputy chairman of SIASUN Robot & Automation Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300024), and he has been working at the company since January 2000, respectively. Prior to this, Dr. Qu was a project supervisor from June 1986 to September 1994, and assistant researcher, researcher, deputy department head and department head of research and development of robotics, from October 1994 to April 2000 at the Shenyang Institute of Automation, Chinese Academy of Sciences (中國科學院瀋 陽自動化研究所).

Dr. Qu received his master 's degree in engineering (specialising in pattern recognition and intelligent control (模式識別與智能控制)) from Shenyang Institute of Automation, Chinese Academy of Sciences, China, in June 1986, and a doctorate degree in engineering (specialising in power electronics and motor drives (電力電子與電力傳動)) from Harbin Institute of Technology (哈爾濱工業大學), China, in January 2008. Dr. Qu became a researcher at the Shenyang Institute of Automation, Chinese Academy of Sciences (中國科學院瀋陽自動化研究所), China, in September 1997. Dr. Qu was hired as a doctoral adviser in January 2003.

Dr. Qu has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Dr. Qu is entitled to receive emoluments of HK$150,000 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

Dr. WANG Weiping (王衛平)

Dr. Wang, aged 69, is an independent non-executive Director, a member of the Remuneration Committee, and member of the Nomination Committee. Dr. Wang was an independent non-executive director of Rici Healthcare Holdings Limited, a company listed on the Stock Exchange (stock code: 1526), since June 2016 and re-designated as an executive director in June 2017. He ceased to be an executive director of the company in March 2019. Dr. Wang is a professor specialising in paediatrics. Dr. Wang received his bachelor 's degree in medicine and master 's degrees in medicine specialising in paediatric respiratory disease from Norman Bethune University of Medicine (白求恩醫科大學, currently known as Norman Bethune Health Science Centre of Jilin University (吉林大學白 求恩醫學部)), China, in August 1978 and October 1982, respectively, and a doctorate degree in paediatrics from Shanghai Medical University (上海醫科大學), China, in December 1988. Dr. Wang also received his professorship from Shanghai Medical University, China, in December 1994. Dr. Wang currently serves as an independent non-executive director of Top Education Group Ltd., a company listed on the Stock Exchange (stock code: 1752), since April 2018.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Dr. Wang has entered into a service agreement with the Company for an initial fixed term of 3 years commencing from 31 August 2018, which may be terminated by not less than 1 months' notice in writing served by either party on the other. Dr. Wang is entitled to receive emoluments of HK$150,000 per annum as determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

The following are details of Mr. SUN Yinhuan, who is proposed to be elected as a non-executive Director at the AGM.

Mr. Sun Yinhuan (孫蔭環)

Mr. Sun Yinhuan (孫蔭環) ("Mr. Sun"), aged 71, is a director of Neusoft Holdings, one of the Controlling Shareholders of the Company. Mr. Sun is currently a director of China Minsheng Investment Corp., Ltd. (中國民生投資股份有限公司). Mr. Sun was the founder and the chairman of Yida China Holdings Limited (億達中國控股有限公司) (stock code: 3639) from 2014 to 2016, the standing committee member of The Twelfth National Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會 議第十二屆全國委員會), the vice-chairman of The Eleventh All China Federation of Industry & Commerce (第十一屆中華全國工商業聯合會), the vice president of the China Enterprise Confederation (中國企業聯合會); the vice president of the APEC China Business Council (APEC中國工商理事會) and the standing council member of The Fourth China Economic and Social Council (第四屆中國經濟社會理事會). Mr. Sun received his bachelor degree in Construction Engineering from the Dalian University of Technology.

Save as disclosed above, Mr. Sun did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years, and he is not related to any Directors, senior management, other substantial or Controlling Shareholders (as defined in the Listing Rules) of the Company, nor does he hold any other positions with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Sun, through Deluxe Ease Limited and Century Bliss International Limited, which are interested in 65,010,000 Shares of the Company, is deemed interested in such shares under the SFO. Save as disclosed herein, Mr. Sun does not have, and is not deemed to have any other interests or short position in the shares of the Company within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION

Mr. Sun will enter into a letter of appointment with the Company under which he will be appointed for a term of three years, subject to rotation and re-election at annual general meetings in accordance with the Articles. Mr. Sun's emolument, if any, will be determined by the Board from time to time under the authority granted to the Board by the shareholders and in accordance with the recommendation of the remuneration committee of the Board by reference to his experience and responsibilities, the Company's performance, remuneration policy and prevailing market conditions.

There is no information which is discloseable nor is Mr. Sun involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Sun that need to be brought to the attention of the Shareholders.

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9616)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Neusoft Education Technology Co. Limited (the "Company") will be held at No. 6 Software Park Road, Dalian, Liaoning, China on Tuesday, 25 May 2021 at 10 a.m. for the following purposes:

As Ordinary Business

To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and auditors (the "Auditors") of the Company for the year ended 31 December 2020.
2. (a) To declare a final dividend of HK 2.7 cents per ordinary Shares (the "Final Dividend") for the year ended 31 December 2020.
3. 1. any Director be and is hereby authorised to take such action, do such things and execute such further documents as the Director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend.
4. (a) To re-elect the following retiring Directors of the Company:
5. 1. Dr. LIU Jiren as a non-executive Director of the Company;
   2. Dr. WEN Tao as an executive Director of the Company;
   3. Mr. RONG Xinjie as a non-executive Director of the Company;
   4. Dr. YANG Li as a non-executive Director of the Company;
   5. Dr. ZHANG Yinghui as a non-executive Director of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. 1. Dr. LIU Shulian as an independent non-executive Director of the Company;
      2. Dr. QU Daokui as an independent non-executive Director of the Company; and
      3. Dr. WANG Weiping as an independent non-executive Director of the Company.
   2. To elect Mr. Sun Yinhuan as a non-executive Director of the Company.
   3. To authorise the board of the Directors to fix the remuneration of the Directors.
2. To re-appoint PricewaterhouseCoopers as the Auditors and authorise the board of the Directors to fix their remuneration.
3. To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:
   "That:
4. 1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
   3. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii)

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NOTICE OF ANNUAL GENERAL MEETING

any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph

1. 1. above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, the said approval shall be limited accordingly;
2. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of the Company to be held; and
2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

"That:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
3. the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of Shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall be the same, and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of the Company to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:

"That conditional upon the passing of resolutions no. 5 and 6 above, the general mandate to the Directors pursuant to resolution no. 5 be and is hereby extended by the addition thereto of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 6, provided that such number of added shares shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution."

	Yours faithfully
	By order of the Board
	Neusoft Education Technology Co. Limited
	Dr. LIU Jiren
	Chairperson and non-executive director
Hong Kong, 22 April 2021
Registered office:	Principal Place of Business
89 Nexus Way	in Hong Kong:
Camana Bay	40th Floor, Dah Sing Financial Centre
Grand Cayman, KY1-9009	No. 248 Queen's Road East
Cayman Islands	Wanchai, Hong Kong

Notes:

1. The resolution at the AGM (except those relate to the procedural or administrative matters, which should be taken by a show of hands as the chairman of the AGM may decide, in good faith) will be taken by a poll pursuant to the Listing Rules and the results of the poll will be published on the websites of Stock Exchange and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf provided that each proxy is appointed to represent the respective number of shares held by him as specified in the relevant proxy form. A proxy need not to be a shareholder of the Company.
3. In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10 a.m. on Sunday, 23 May 2021) or not less than 48 hours before the time appointed for the holding of any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present and in such event the form of proxy shall be deemed revoked.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.
5. The form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
2. For the purposes of holding the AGM, the register of members of the Company will be closed from Tuesday, 18 May 2021 to Tuesday, 25 May 2021 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Tuesday, 25 May 2021. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Monday, 17 May 2021.
3. For the purpose of determining the entitlement to the Final Dividend for the year ended 31 December 2020, the register of members of the Company will be closed from Monday, 31 May 2021 to Wednesday, 2 June 2021 (both days inclusive). In order to qualify for the Final Dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Friday, 28 May 2021.
4. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force within a period of two (2) hours before the commencement of the AGM, the AGM will be postponed or adjourned. The Company will post an announcement on the websites of the Company (http://www.neuedu.com) and the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather condition bearing in mind their own situations.
5. In view of the ongoing COVID-19 epidemic, the Company will implement the following prevention and control measures targeting COVID-19 at the AGM to protect Shareholders from infection:
6. 1. Compulsory body temperature check will be conducted, and any person with a body temperature beyond normal range will be denied entry into the venue;
   2. Every Shareholder or authorized representative must wear a surgical mask; and
   3. The Company will maintain appropriate distance and space in the venue.

The Company advises Shareholders, who intend to attend the AGM, to preferably consider to submit the form of proxy for voting instead of attending the AGM in person. The form of proxy has been dispatched to Shareholders and is available to download on the Company's website (http://www.neuedu.com) or HKExnews' website (www.hkexnews.hk).

11. References to time and dates of this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises Dr. WEN Tao as executive Director; Dr. LIU Jiren, Mr. RONG Xinjie, Dr. YANG Li, Dr. ZHANG Yinghui and Mr. Klaus Michael ZIMMER as non-executive Directors; and Dr. LIU Shulian, Dr. QU Daokui and Dr. WANG Weiping as independent non-executive Directors.

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