Hope Education : CONTINUING CONNECTED TRANSACTION - NEW CONTRACTUAL ARRANGEMENTS

August 02, 2020 at 07:56 pm

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hope Education Group Co., Ltd. ("Company"), you should at once hand this circular to the purchaser, the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The circular is addressed to the shareholders of the Company in connection with an extraordinary general meeting ("EGM") of the Company to be held at 10:00 a.m. on Thursday, 20 August 2020 at Jasmine Room, 4th Floor, Purple Mountain Hotel Shanghai, No. 778 Dongfang Road, Pudong New Area, Shanghai.

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.

HOPE EDUCATION GROUP CO., LTD.

希望教育集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1765)

CONTINUING CONNECTED TRANSACTION -

NEW CONTRACTUAL ARRANGEMENTS

Independent Financial Adviser to the

Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 6 to 21 of this circular. A letter from the Independent Board Committee is set out on pages 22 to 23 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 24 and 39 of this circular.

A notice convening the EGM to be held at Jasmine Room, 4th Floor, Purple Mountain Hotel Shanghai, No. 778 Dongfang Road, Pudong New Area, Shanghai at 10:00 a.m. on Thursday, 20 August 2020 is set out on pages 46 to 47 of this circular. If you are not able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

3 August 2020

	CONTENTS
		Page
DEFINITIONS . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	22
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . .	24
APPENDIX -	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	40
NOTICE OF EGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46

- i -

	DEFINITIONS
"associate"	has the meaning ascribed to it in the Listing Rules
"Board"	the board of Directors
"Business Days"	a day (excluding Saturday, Sunday and any other public
	holidays) on which banks in the PRC are generally open
	for settlement business
"CEL Maiming"	Shanghai CEL Maiming Investment Centre (Limited
	Partnership) (上海光控麥鳴投資中心(有限合夥)), a
	limited partnership established under the laws of PRC
"Chengdu Mayflower	Chengdu Mayflower Investment Management Limited
Investment Management"	(成都五月花投資管理有限公司), a company established
	in the PRC with limited liability
"close associate(s)"	has the meaning ascribed to it in the Listing Rules
"Company"	Hope Education Group Co., Ltd. (希望教育集團有限公
	司), an exempted company incorporated in the Cayman
	Islands with limited liability on 13 March 2017 and the
	Shares are listed on the Main Board of the Stock
	Exchange
"connected person(s)"	has the meaning ascribed to it in the Listing Rules
"connected transaction(s)"	has the meaning ascribed to it in the Listing Rules
"Consolidated Affiliated Entities"	the entities that the Company controls through the
	contractual arrangements from time to time, including but
	not limited to Hope Education, Sichuan Guojian
	Investment Limited, Taiyuan Xudong Technology
	Limited, Shanghai Shurui Investment Consultant
	Limited, Sichuan Yonghe Education Investment Limited,
	Jiexing Huilv, Sichuan Top Education Co., Ltd., Ziyang
	Maysunshine Education Investment Limited, Fuquan
	Mayflower Education Investment Limited, Southwest
	Jiaotong University Hope College, Business College of
	Guizhou University of Finance and Economics, Jinci
	College of Shanxi Medical University, Sichuan Hope
	Automotive Technical College, Sichuan Top IT
	Vocational Institute Sichuan Tianyi College, Sichuan
	Hope Automotive Vocational College, Sichuan
	Vocational College of Culture & Communication,
	Guizhou Vocational Institute of Technology and Sichuan
	Top Education Co., Ltd.

- 1 -

	DEFINITIONS
"Contractual Arrangements"	the transactions contemplated under the Second
	Exclusive Management Consultancy and Business
	Cooperation Agreement, the Second Exclusive Call
	Option Agreement, the Second Equity Pledge Agreement
	and the ancillary documents thereto, with the purpose of
	enabling the Group, among other matters, to obtain the
	economic benefits of the right and ability to control the
	business of the Consolidated Affiliated Entities, details of
	which are described in the section headed "Contractual
	Arrangements" in the Prospectus
"Controlling Shareholder"	has the meaning ascribed to it in the Listing Rules
"Director(s)"	the directors of the Company
"EGM"	an extraordinary general meeting of the Company to be
	convened for the purpose of considering and, if thought
	fit, among other matters, approving the Supplemental
	Agreement and the transactions contemplated thereunder
"Group"	the Company and its subsidiaries, including its
	Consolidated Affiliated Entities
"Guangwei Qinghe"	Shanghai Guangwei Qinghe Investment Centre (Limited
	Partnership) (上海光微青合投資中心(有限合夥)), a
	limited partnership established under the laws of PRC
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hope Education"	Sichuan Hope Education Industry Group Limited* (四川
	希望教育產業集團有限公司) (formerly known as
	Sichuan Mayflower Investment Company Limited (四川
	五月花投資有限公司), Sichuan Hope Mayflower
	Investment Limited (四川希望五月花投資有限公司),
	Sichuan Hope Education Industry Company Limited (四
	川希望教育產業有限公司)), a limited liability company
	established under the laws of PRC
"Independent Board Committee"	the independent board committee, comprising all
	independent non-executive Directors, formed to advise
	the Independent Shareholders

- 2 -

	DEFINITIONS
"Independent Financial Adviser"	Lego Corporate Finance Limited, a corporation licensed
	under the Securities and Futures Ordinance (Chapter 571
	of the Laws of Hong Kong) to conduct type 6 regulated
	activity (advising on corporate finance), being the
	independent financial adviser appointed by the Company
	to advise the Independent Board Committee and the
	Independent Shareholders on, among other matters: (i)
	the Supplemental Agreement; (ii) whether it is fair and
	reasonable and in the interests of the Company and the
	Shareholders as a whole not to subject to the annual cap
	requirements under Rule 14A.53 of the Listing Rules;
	and (iii) the reasons for the Supplemental Agreement to
	require a period exceeding three years and whether it is
	normal business practice for agreement for this type to be
	of such duration
"Independent Shareholders"	holder(s) of Share(s) other than the Shareholders who
	have a material interest in the Supplemental Agreement
"Latest Practicable Date"	24 July 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"New Contractual Arrangements"	the transactions contemplated under the Supplemental
	Agreement together with the Contractual Arrangements
"PRC"	the People's Republic of China for the purpose of this
	circular, shall exclude Hong Kong, Macau Special
	Administrative of the People's Republic of China and
	Taiwan
"PRC Legal Advisers"	Tian Yuan Law Firm, the legal adviser of the Company as
	to the PRC laws

- 3 -

	DEFINITIONS
"Previous Waiver"	the conditional waiver granted by the Stock Exchange on
	20 July 2018 to the Company from strict compliance with
	(i) the announcement, circular and independent
	shareholders' approval requirements under Rule
	14A.105; (ii) the requirement of setting an annual cap
	under Rule 14A.53; and (iii) the requirement of limiting
	the term of the Contractual Arrangements to three years
	or less under Rule 14A.52
"Prospectus"	the prospectus of the Company dated 24 July 2018
"Registered Shareholders"	shareholders of Hope Education, namely, Sichuan Tequ
	Investment Group Limited (四川特驅投資集團有限公司),
	Chengdu Mayflower Investment	Management Limited
	(成都五月花投資管理有限公司),	CEL	Maiming,
	Guangwei Qinghe and Zhuhai Maiwen
"Second Equity Pledge	the second equity pledge agreement dated 22 June 2018
Agreement"	and entered into by, among others, WFOE, Hope
	Education and its subsidiaries and its Registered
	Shareholders
"Second Exclusive Call Option	the second exclusive call option agreement dated 22 June
Agreement"	2018 and entered into by, among others, WFOE, Hope
	Education and its subsidiaries and its Registered
	Shareholders
"Second Exclusive Management	the second exclusive management consultancy and
Consultancy and Business	business cooperation agreement dated 22 June 2018 and
Cooperation Agreement"	entered into by, among others, WFOE, Hope Education
	and its subsidiaries and its Registered Shareholders
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of a nominal value of US$0.00001 each
	in the share capital of the Company
"Shareholders"	the holder(s) of the Share(s)
"Sichuan Tequ Investment"	Sichuan Tequ Investment Group Limited (四川特驅投資
	集團有限公司), a limited liability company established
	under the laws of PRC

- 4 -

	DEFINITIONS
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supplemental Agreement"	the supplemental agreement to the Second Exclusive
	Management Consultancy and Business Cooperation
	Agreement dated 8 July 2020 and entered into by, among
	others, the Company, WFOE, Tequ Mayflower WFOE,
	Hope Education and its subsidiaries and its Registered
	Shareholders
"Tequ Mayflower WFOE"	Sichuan Tequ Mayflower Education Management Co.,
	Ltd. (四川特驅五月花教育管理有限公司), a company
	established in the PRC with limited liability and a
	wholly-foreign owned enterprise of Hope Education
	Group (Hong Kong) Company Limited
"VIE" or "VIEs"	variable interest entity or variable interest entities
"WFOE"	Horgos Tequ Mayflower Information Technology Co.,
	Ltd.	(霍爾果斯特驅五月花信息科技有限公司),	a
	company established in the PRC with limited liability and
	a wholly-owned subsidiary of the Company
"Zhuhai Maiwen"	Zhuhai Maiwen Investment Centre (Limited Partnership)
	(珠海麥玟投資中心(有限合夥)), a limited partnership
	established under the laws of PRC
"%"	per cent

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

The English transliteration of the Chinese name(s) in this circular, where indicated with *, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).

- 5 -

LETTER FROM THE BOARD

HOPE EDUCATION GROUP CO., LTD.

希望教育集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1765)

Executive Directors	Registered Office:
Mr. Xu Changjun (Chairman)	PO Box 309, Ugland House
Mr. Wang Huiwu (Chief Executive Officer)	Grand Cayman, KY1-1104
Mr. Li Tao	Cayman Islands
Non-executive Directors	Headquarters and Principal Place
Mr. Wang Degen	of Business:
Mr. Tang Jianyuan	5/F, Administrative Building
Mr. Lu Zhichao	Sichuan TOP IT Vocational Institute
	2000 Xi Qu Avenue
Independent Non-executive Directors	Pidu District, Chengdu
Mr. Zhang Jin	PRC
Mr. Chen Yunhua
Dr. Gao Hao	Principal Place of Business
	in Hong Kong:
	40th Floor, Sunlight Tower
	No. 248 Queen's Road East
	Wanchai
	Hong Kong
3 August 2020
To the Shareholders
Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION -

NEW CONTRACTUAL ARRANGEMENTS

BACKGROUND

Reference is made to the Prospectus in relation to, among other matters, the Contractual Arrangements.

In order to comply with the PRC laws and regulations while availing the Company to international capital markets and maintaining effective control over all of the operations, on 22 June 2018, the wholly-owned subsidiary of the Company, WFOE entered into various agreements, including but not limited to the Second Exclusive Management Consultancy and Business Cooperation Agreement, the Second Exclusive Call Option Agreement, the Second

- 6 -

LETTER FROM THE BOARD

Equity Pledge Agreement and the ancillary documents that together constitute the Contractual Arrangements with, among others, the Consolidated Affiliated Entities, under which substantially all economic benefits arising from the business of the Consolidated Affiliated Entities are transferred to WFOE to the extent permitted under the PRC laws and regulations by means of services fees payable by the Consolidated Affiliated Entities to WFOE.

NEW CONTRACTUAL ARRANGEMENTS

Supplemental Agreement

On 8 July 2020, the Company, WFOE, Tequ Mayflower WFOE, Hope Education and its subsidiaries and its Registered Shareholders entered into the Supplemental Agreement to supplement the terms of the Second Exclusive Management Consultancy and Business Cooperation Agreement.

The transactions contemplated under the New Contractual Arrangements constitute continuing connected transactions of the Company under the Listing Rules.

A summary of the principal terms of the Supplemental Agreement is set out below:

Date: 8 July 2020

Parties: (a) the Company;

the WFOE;
Tequ Mayflower WFOE;
Hope Education and its subsidiaries; and
the Registered Shareholders;

Subject: Pursuant to the Supplemental Agreement, each of the Consolidated Affiliated Entities agreed to engage the Company and/or WFOE and/or Tequ Mayflower WFOE and/or any members of the Group as its exclusive provider to provide the following services:

providing financial support, including but not limited to providing indemnities, granting credit, lending money, or providing indemnities against obligations under loans, or guaranteeing or providing security for loans;
providing remittance of foreign exchange into the PRC and any foreign exchange related services;
supplying education and teaching related materials, including but not limited to consumable products for teaching purpose and teaching aids;

- 7 -

LETTER FROM THE BOARD

providing property management services, including but not limited to formulating and organizing the implementation of property management plan, keeping relevant drawings and files in relation to the engineering project, formulating relevant policies for property management services, providing daily maintenance, cleaning and sanitation services, assisting in maintaining public order and ensuring safety, providing school and dormitory management services and assisting in security protection;
providing infrastructure design consulting services, including but not limited to providing consulting services on designs of school campus and reviewing its design drawings;
providing software and information technology consulting services, including but not limited to developing software systems in relation to, amongst others, daily operations, human resource, financial system, training platform and teaching system and providing maintenance, and provide training to the personnel on the usage of the software systems;
authorising each of the Consolidated Affiliated Entities to use its brand for registration, marketing, teaching and other operational activities of schools;
providing course and course materials;
providing course support, training and teaching development services, including but not limited to providing summer training, internal training to improve the leadership, teaching skills and work efficiency of the teaching staff;
providing human resource management and recruitment services, including but not limited to sourcing and selecting management and teaching staff, arranging interviews, developing recruitment plans and performance evaluation system;
providing marketing, admission and studying aboard consulting services, including but not limited to conducting market research, brand positioning, formulating promotion strategies, establishing promotion channels, such as websites and advertisement on various medias;
other relevant services as negotiated between the parties from time to time to the extent permitted under PRC laws; and

- 8 -

LETTER FROM THE BOARD

other relevant services as set out in the Second Exclusive Management Consultancy and Business Cooperation Agreement, including the following scope of services:
- providing consultancy services on asset and business operation;
- providing consultancy services on debt handling;
- providing consultancy services on material contract negotiation signing and execution;
- providing consultancy services on merger and acquisition matters;
- providing education software and courseware research and development services;
- providing pre-job and on-the-job training services for staff;
- providing technological research and development, technology transfer and technology consultancy services;
- providing public relations services;
- providing industrial market research, study and consultancy services;
- providing short-term and mid-term market development, marketing planning services;
- providing human resources and internal digitalized management services;
- providing website development, upgrade and daily maintenance services;
- providing self-produced product sale services; and
- authorising usage of intellectual property, including software, trademark, domain name, technical know-how, etc.

- 9 -

LETTER FROM THE BOARD

The service fee consists of the entirety of the total income of Hope Education and its subsidiaries (net of costs, expenses, taxes and payments required by the relevant laws and regulations to be reserved or withheld). The WFOE may adjust the scope and amount of service fee with reference to several factors relating to the services provided, including (i) technical difficulty and complexity of the services; (ii) time spent in providing the services; (iii) contents and commercial value of the services; and (iv) the benchmark price of similar services in the market.

DIAGRAM OF THE GROUP'S NEW VIE STRUCTURE

The diagram below sets out a simplified structure involving the New Contractual Arrangements as supplemented by the Supplemental Agreement:

The Company

(Cayman)

100%

Hope Education Group

Management and

(Hong Kong) Company

Limited

consultancy services

(Hong Kong)

100%

Offshore

Onshore

Tequ Mayflower

WFOE

The Registered Shareholders(5)

Supplemental

WFOE

Agreement(4)

Management and

Service fees

100%

consultancy services

Hope Education and its subsidiaries

Notes:

" " denotes direct legal and beneficial ownership in the equity interest.
" " denotes New Contractual Agreements.
" " denotes the control by WFOE over the Registered Shareholders through (1) power of attorney to exercise all shareholders' rights in Hope Education, (2) exclusive options to acquire all or part of the equity interests in Hope Education and (3) equity pledges over the equity interests in Hope Education.

- 10 -

LETTER FROM THE BOARD

On 8 July 2020, the Company, WFOE, Tequ Mayflower WFOE, Hope Education and its subsidiaries and its Registered Shareholders entered into the Supplemental Agreement to supplement the terms of the Second Exclusive Management Consultancy and Business Cooperation Agreement.
The Registered Shareholders refer to shareholders of Hope Education, namely, Sichuan Tequ Investment, Chengdu Mayflower Investment Management, CEL Maiming, Guangwei Qinghe and Zhuhai Maiwen.

For more details of the VIE structure, please refer to pages 159 to 188 of the Prospectus.

PRC LAWS AND REGULATIONS RELATING TO FOREIGN OWNERSHIP IN THE

HIGHER EDUCATION INDUSTRY

Pursuant to the Foreign Investment Industries Guidance Catalogue (Amended in 2017) (the "Foreign Investment Catalogue"), the provision of higher education in the PRC falls within the "restricted" category. In particular, the Foreign Investment Catalogue explicitly restricts higher education institutions to Sino-foreign cooperation, which means that foreign investors may only operate higher education institutions through joint ventures with PRC incorporated entities that are in compliance with the Sino-Foreign Regulation. In addition, the Foreign Investment Catalogue also provides that the domestic party shall play a dominant role in the Sino-foreign cooperation, meaning that (a) the principal or other chief executive officer of schools or education institutions shall be a PRC national; and (b) the representative of the domestic party shall account for no less than half of the total members of the board of directors, the executive council or the joint administration committee of the Sino-foreign cooperative educational institution (the "Foreign Control Restriction"). On 23 June 2020, the NDRC and MOFCOM jointly promulgated the Foreign Investment Access Special Management Measures (Negative List) (2020 Version) (《外商投資准入特別管理措施(負面清單) (2020年版)》) (the "Negative List"), which will become effective on 23 July 2020 and will replace the Foreign Investment Catalogue. Under the Negative List, the restriction on foreign investments in higher education remain unchanged since the Prospectus date.

In relation to the interpretation of "Sino-foreign cooperation", pursuant to the Regulation on Sino-Foreign Cooperation in Operating Schools (中華人民共和國中外合作辦學條例), promulgated by the State Council in 2003 and amended on July 18, 2013 (the "Sino-ForeignRegulation"), the foreign investor in a Sino-foreign joint venture school which provides higher education mainly for PRC students (a "Sino-ForeignJoint Venture Private School") must be a foreign educational institution with relevant qualification and high quality of education (the "Qualification Requirements"). Furthermore, pursuant to the Implementation Opinions of the MOE on Encouraging and Guiding the Entry of Private Capital in the Field of Education and Promoting the Healthy Development of Private Education (教育部關於鼓勵和引導民間資金進入教育領域促進民辦教育健康發展的實施意見), the foreign portion of the total investment in

Sino-ForeignJoint Venture Private School should be below 50% (the "Foreign Ownership Restriction") and the establishment of these schools is subject to the approval of education authorities at the provincial or national level. All of our schools are 100% held by PRC entities. Our PRC Legal Advisor is of the view that none of our schools is a Sino-foreign joint venture private school, nor are they subject to the Sino-Foreign Regulation, including the Foreign Control Restriction.

- 11 -

LETTER FROM THE BOARD

As advised by the PRC Legal Advisers, it is currently uncertain as to what specific criteria must be met by the Company/WFOE as a foreign investor (such as length of experience and form and extent of ownership in the foreign jurisdiction) in order to demonstrate that it meets such Qualification Requirements. Despite the lack of clear guidance or interpretation of Qualification Requirements, the Company has taken concrete steps which the Company reasonably believe are meaningful endeavours to demonstrate the compliance with such Qualification Requirements since the Listing.

On 28 February 2020, Hope Education Group (Hong Kong) Company Limited and the Company entered into the agreement with Exeter Street Holdings Sdn. Bhd. and Lei Holdings Ltd., pursuant to which Hope Education Group (Hong Kong) Company Limited has conditionally agreed to purchase and Exeter Street Holdings Sdn. Bhd. has conditionally agreed to sell the entire issued share capital of Inti Education Holdings Sdn. Bhd.. Inti Education Holdings Sdn. Bhd. and its subsidiaries are one of the private higher education service providers in Malaysia which comprise of one university and five colleges in Malaysia.

Based on the understanding of the existing general provisions of the Qualification Requirements and the steps that the Company has undertaken as above, the PRC Legal Advisers are of the view that, the Company is taking reasonable steps towards fulfilling the Qualification Requirements. The Company will, as applicable and when necessary, disclose the progress of the overseas expansion plans and any updates to the Qualification Requirements in the annual and interim reports to inform Shareholders and other investors.

In addition, as advised by the PRC Legal Advisers, if the various foreign ownership restriction (including the Foreign Ownership Restriction and the Foreign Control Restriction on Hope Education's business is removed but the Qualification Requirements remains, the Company/WFOE would be able to fully unwind the New Contractual Arrangements and directly hold all equity interests in Hope Education through exercising the call option under the Second Exclusive Call Option Agreement in full by the WFOE, provided that the Company/WFOE satisfies the Qualification Requirements and obtains approval from the relevant education authorities for the establishment of a Sino-Foreign Joint Venture Private School. Otherwise, the Company/WFOE will have to continue to control Hope Education through the New Contractual Arrangements.

REASONS AND BENEFITS OF ENTERING INTO THE SUPPLEMENTAL

AGREEMENT

The Group currently conduct the private education business through the Consolidated Affiliated Entities in the PRC, as advised by the PRC Legal Advisers, as PRC laws and regulations, or the implementation of those laws and regulations by relevant government authorities, generally prohibit or restrict foreign ownership in certain fields of the private education industry in the PRC. PRC laws and regulations currently restrict the operation of higher education institutions to Sino-foreign ownership, in addition to imposing a qualification requirement on the foreign owners. Further, government approvals in respect of Sino-foreign ownership in the private education section have, with very limited exception, been withheld.

- 12 -

LETTER FROM THE BOARD

In this circumstance, the New Contractual Arrangements would allow the Company to be able to exercise control over, and derive the economic benefits from the Consolidated Affiliated Entities which have been narrowly tailored to achieve the business purpose of the Company and minimize potential conflict with relevant PRC laws and regulations. Also, on one hand, the Supplemental Agreement would allow the Consolidated Affiliated Entities to engage the Company and/or WFOE and/or Tequ Mayflower WFOE and/or any members of the Group as its exclusive provider to provide for a wider scope of services ranging from the provision of financial services to services arising from and/or in connection with the provision of education services, which would facilitate the business operation of the Company by expanding the scope of the existing service of the existing Contractual Arrangements as the Directors are of the view that these additional services are fundamental and customary to the business operation of the Company. On the other hand, despite the constraints set out above, the Company is able to continue to obtain the right and ability to control and economic benefits of the Consolidated Affiliated Entities through the New Contractual Arrangements. Therefore, the New Contractual Arrangement, through which the Company is able to exercise control over, and derive economic benefits from the Consolidated Affiliated Entities, have been narrowly tailored to achieve the business purpose and minimize potential conflict with relevant PRC laws and regulations.

Taking into account of the factors above, the Directors (including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) are of the view that the New Contractual Arrangements are fundamental to the Group's legal structure and business operations in respect of the Group's business and that the terms of the Supplemental Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

LEGALITY OF THE NEW CONTRACTUAL ARRANGEMENTS

The PRC Legal Advisers is of the opinion that the New Contractual Arrangements are narrowly tailored to minimize the potential conflict with relevant PRC laws and regulations and that:

each of WFOE and Hope Education is a duly incorporated and validly existing company, and their respective establishment is valid, effective and complies with the relevant PRC laws, each of the Registered Shareholders is a legal person with full civil and legal capacity, and each of WFOE, Hope Education and the Registered Shareholders has obtained all necessary board and/or shareholder approvals and authorizations, as appropriate, to execute and perform the New Contractual Arrangements;

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LETTER FROM THE BOARD

no PRC laws and regulations explicitly prohibit contractual arrangements in the private higher education industry in the PRC as of the date hereof. Parties to the Supplemental Agreement are entitled to execute the agreements and perform their respective obligations thereunder. The New Contractual Arrangements would not be deemed as "concealing illegal intentions with a lawful form" and void under the PRC Contract law;
The Supplemental Agreement does not violate any provisions of the articles of association of the WFOE, Hope Education or the Registered Shareholders;
The Supplemental Agreement is binding on the assignees or successors of the parties thereto. In the event of bankruptcy of any of the Consolidated Affiliated Entities, WFOE or the Company is entitled to enforce its rights against the assignees or successors of any of the shareholder of the Consolidated Affiliated Entities;
The Supplemental Agreement is enforceable under the PRC laws and regulations, entering and the performance of the Supplemental Agreement are not required to obtain any approvals or authorization from the PRC governmental authorities except that certain services provided by the Company such as lending money to the Consolidated Affiliated Entities are subject to applicable approval and/or registration requirements; and
The Supplemental Agreement is valid, legal and binding under PRC laws on the parties thereto.

However, the PRC Legal Advisers advise that there are uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that PRC regulatory authorities will not in the future take a view that is contrary to the above opinion of the PRC Legal Advisers. The PRC Legal Advisers further advise that if the PRC government finds that the New Contractual Arrangements do not comply with PRC government restrictions on foreign investment in the education business, the Group could be subject to severe penalties, which could include:

revoking the business and operating licenses of WFOE and the Consolidated Affiliated Entities;
restricting or prohibiting related party transactions between WFOE and the Consolidated Affiliated Entities;
imposing fines or other requirements with which we, WFOE and the Consolidated Affiliated Entities may find it difficult or impossible to comply; and
requiring the Company, WFOE and our Consolidated Affiliated Entities to restructure the relevant ownership structure or operations.

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LETTER FROM THE BOARD

COMPLIANCE WITH THE NEW CONTRACTUAL ARRANGEMENTS

The Group has adopted the following measures to ensure the effective operation of the Group with the implementation of the New Contractual Arrangements and our compliance with the New Contractual Arrangements:

major issues arising from the implementation and compliance with the New Contractual Arrangements or any regulatory enquiries from government authorities will be submitted to the Board, if necessary, for review and discussion on an occurrence basis;
the Board will review the overall performance and compliance with the New Contractual Arrangements at least once a year;
the Company will disclose the overall performance and compliance with the New Contractual Arrangements in the annual reports;
the Directors undertake to provide periodic updates in our annual reports regarding the Qualification Requirement, including the latest relevant regulatory development as well as the plan and progress in acquiring the relevant experience to meet the Qualification Requirement; and
our Company will engage external legal advisors or other professional advisors, if necessary, to assist the Board to review the implementation of the New Contractual Arrangements, review the legal compliance of WFOE and the Consolidated Affiliated Entities to deal with specific issues or matters arising from the New Contractual Arrangements.

INFORMATION ABOUT THE PARTIES TO THE SUPPLEMENTAL AGREEMENT

The Company and Hope Education

The principal business of the Company is investment holding, and its subsidiaries are mainly engaged in private higher education. Hope Education is one of the Consolidated Affiliated Entities mainly engaged in education management and investment in the education industry.

WFOE and Tequ Mayflower WFOE

The principal business of WFOE and Tequ Mayflower WFOE are investment holding. They are limited liability companies established under the laws of PRC which are wholly owned by Hope Education Group (Hong Kong) Company Limited, which in turn wholly owned by the Company.

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LETTER FROM THE BOARD

The Registered Shareholders

The Registered Shareholders refer to shareholders of Hope Education, namely, Sichuan Tequ Investment, Chengdu Mayflower Investment Management, CEL Maiming, Guangwei Qinghe and Zhuhai Maiwen.

Sichuan Tequ Investment

Sichuan Tequ Investment is a limited liability company established under the laws of PRC and is directly owned by West Hope and Sichuan Puhua Agricultural Technology Development Limited as to 55% and 45%, respectively. West Hope is ultimately owned by Chen Yuxin and Zhao Guiqin as to 60% and 40%, respectively. Sichuan Puhua Agricultural Technology Development Limited is ultimately owned by Zhang Qiang, Wang Qiang, Zeng Zheng, Zhou Xingbang, Wang Xiaoguo, Xiao Song, Mei Shaofeng, Lan Hai, Sichuan Shengbo Genyuan Trading Limited Company* (四川生搏根源貿易有限公司), Tang Jianyuan and Wang Degen as to 52.2%, 4%, 1%, 1%, 0.4%, 0.2%, 0.2%, 2%, 10%, 20% and 9%, respectively. Sichuan Shengbo Genyuan Trading Limited Company* is ultimately owned by Liu Birong and Tang Jianyuan as to 51% and 49%, respectively. Sichuan Tequ Investment is principally engaged in fodder production and marketing, pork production and slaughtering and food processing.

Chengdu Mayflower Investment Management

Chengdu Mayflower Investment Management is a limited liability company incorporated under the laws of PRC and is directly owned by Wang Degen, Fu Wengge and Wang Huiwu as to 2%, 2% and 96%, respectively. Chengdu Mayflower Investment Management is principally engaged in education investment management.

CEL Maiming

CEL Maiming is a limited partnership established under the laws of PRC and is principally engaged in investment management. The general partner of CEL Maiming is CEL Huiling Investment (Shanghai) Co., Limited. CEL Huiling Investment (Shanghai) Co., Limited is a wholly owned subsidiary of CEL Venture Capital (Shenzhen) Co., Limited, which is a wholly owned subsidiary of China Everbright Limited. China Everbright Limited (a company listed on the Main Board of the Hong Kong Stock Exchange (stock code: 165), through its subsidiaries and associates, is principally engaged in the provision of financial services and is dedicated to the pursuance of the cross-border macro asset management strategy, with specific focuses on fund management and investment business, namely, primary market investment, secondary market investment, structured financing and investment, and aircraft leasing.

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LETTER FROM THE BOARD

Guangwei Qinghe

Guangwei Qinghe is a limited partnership established under the laws of PRC and is principally engaged in investment management. Guangwei Qinghe is held by Du Xiaotang as to 3% and Yixing CEL Investment Co., Limited as to 97%, respectively. Yixing CEL Investment Co., Limited is a wholly owned subsidiary of CEL Venture Capital (Shenzhen) Co., Limited, which is a wholly owned subsidiary of China Everbright Limited.

Zhuhai Maiwen

Zhuhai Maiwen is a limited partnership established under the laws of the PRC with CEL Huiling Investment (Shanghai) Co., Limited as its general partner. The limited partners of Zhuhai Maiwen include Shenzhen CEL Investment Advisory Co., Limited and CEL Maiming, both of which are associates of China Everbright Limited. Zhuhai Maiwen is principally engaged in investment management.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios are more than 5% and the aggregate amount of the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) is expected to be more than HK$10,000,000 in aggregate, the transactions contemplated under the New Contractual Arrangements constitute continuing connected transactions for the Company and are subject to the announcement, circular, shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules.

As the Previous Waiver requires any changes to the Contractual Arrangements will have to be made with the approval of the independent non-executive Directors and the Independent Shareholders, the Company will convene an EGM to approve the amendments to the Contractual Arrangements by the Supplemental Agreement.

WAIVER FROM STRICT COMPLIANCE WITH THE LISTING RULES

Notwithstanding that the transactions contemplated under the New Contractual Arrangements technically constitute continuing connected transactions for the Company for the purposes of Chapter 14A of the Listing Rules, the Directors consider that it would be unduly burdensome and impracticable, and would add unnecessary administrative costs to the Company, for the transactions contemplated under the New Contractual Arrangements, being the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement), to be subject to the annual cap requirement under Rule 14A.53 of the Listing Rules and the term of the New Contractual Arrangements to be limited to three years or less under Rule 14A.52 of the Listing Rules.

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LETTER FROM THE BOARD

The Company applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of (i) setting annual caps for the transactions contemplated under the New Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (ii) limiting the term of the New Contractual Arrangements to three years or less pursuant to Rule

14A.52 of the Listing Rules, subject to the following conditions:

No change without independent non-executive Directors' approval

Except as described below, no changes to the terms of the New Contractual Arrangements will be made without the approval of the independent non-executive Directors.

No change without Independent Shareholders' Approval

Save as described in paragraph (d) below, no changes to the terms of any of the New Contractual Arrangements will be made without the approval of the Independent Shareholders. Once Independent Shareholders' approval of any change has been obtained, no further announcement, circular or approval of the Independent Shareholders will be required under Chapter 14A of the Listing Rules unless and until further changes are proposed. The periodic reporting requirement regarding the New Contractual Arrangements in the annual reports of the Company (as set out in paragraph (e) below) will however continue to be applicable.

Economic benefits flexibility

The New Contractual Arrangements shall continue to enable the Group to receive the economic benefits derived by the Consolidated Affiliated Entities through: (i) the Group's right (if and when so allowed under the applicable PRC laws) to acquire, all or part of the entire equity interests in the Consolidated Affiliated Entities at the minimum amount of consideration permitted by applicable PRC laws and regulations; (ii) the business structure under which the profit generated by the Consolidated Affiliated Entities is substantially retained by the Group; and (iii) the Group's right to control the management and operation of, as well as, in substance, all of the voting rights of the Consolidated Affiliated Entities.

Renewal and reproduction

On the basis that the New Contractual Arrangements provide an acceptable framework for the relationship between the Company and its subsidiaries in which the Company has direct shareholding, on one hand, and the Consolidated Affiliated Entities, on the other hand, that framework may be renewed and/or reproduced upon the expiry of the existing arrangements or in relation to any existing or new wholly foreign owned enterprise or operating company (including branch company) engaging in the same business as that of the Group which the Group might wish to establish when justified by business expediency, without obtaining the approval of the Shareholders, on substantially the same terms and conditions as the New Contractual Arrangements. This condition is subject to relevant PRC laws, regulations and approvals.

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LETTER FROM THE BOARD

Ongoing reporting and approvals

The Group will disclose details relating to the New Contractual Arrangements on an ongoing basis as follows:

The New Contractual Arrangements in place during each financial period will be disclosed in the annual reports and accounts of the Company in accordance with the relevant provisions of the Listing Rules.
The independent non-executive Directors will review the New Contractual Arrangements annually and confirm in the Group's annual reports and accounts of the Company for the relevant year that: (i) the transactions carried out during such year have been entered into in accordance with the relevant provisions of the New Contractual Arrangements; (ii) no dividends or other distributions have been made by the Consolidated Affiliated Entities to the holders of its equity interests which are not otherwise subsequently assigned or transferred to the Group; and (iii) any new contracts entered into, renewed or reproduced between the Group and the Consolidated Affiliated Entities during the relevant financial period under paragraph
1. above are fair and reasonable, or advantageous, so far as the Group is concerned and in the interests of the Company and its Shareholders as a whole.
The Company's auditor will carry out review procedures annually on the transactions carried out pursuant to the New Contractual Arrangements and will provide a letter to the Directors with a copy to the Stock Exchange confirming that the transactions have obtained the approval of the Directors and have been entered into in accordance with the relevant New Contractual Arrangements and that no dividends or other distributions have been made by the Consolidated Affiliated Entities to the holders of its equity interests which are not otherwise subsequently assigned or transferred to the Group.
For the purposes of Chapter 14A of the Listing Rules, and in particular the definition of "connected person", each of the Consolidated Affiliated Entities will be treated as the Company's subsidiaries, but at the same time, the directors, chief executives or substantial shareholders (as defined in the Listing Rules) of the Consolidated Affiliated Entities and their respective associates will be treated as connected persons of the Company (excluding for this purpose, the Consolidated Affiliated Entities), and transactions between these connected persons and the Group (including for this purpose, the Consolidated Affiliated Entities), other than those under the New Contractual Arrangements, will be subject to requirements under Chapter 14A of the Listing Rules.
The Consolidated Affiliated Entities will undertake that the Consolidated Affiliated Entities will provide the Group's management and the Company's auditor with full access to its relevant records for the purpose of the Company's auditor's review of the connected transactions.
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LETTER FROM THE BOARD

EGM

As the Previous Waiver requires any changes to the New Contractual Arrangements will have to be made with the approval of the independent non-executive Directors and the Independent Shareholders, the Company will convene an EGM to approve the amendment to the New Contractual Arrangements.

A notice of the EGM is set out on pages 46 to 47 of this circular. The EGM will be held at 10:00 a.m. on Thursday, 20 August 2020 at Jasmine Room, 4th Floor, Purple Mountain Hotel Shanghai, No. 778 Dongfang Road, Pudong New Area, Shanghai at which resolutions will be proposed to the Independent Shareholders for, among other matters, (i) approving the Supplemental Agreement and the transactions contemplated thereunder; (ii) approving the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) not to be subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) approving the term of the New Contractual Arrangements not to be limited to three years or less under Rule 14A.52 of the Listing Rules. At the EGM, voting will be taken by way of poll.

The Registered Shareholders and their shareholders as disclosed in "Information about the parties to the Supplemental Agreement" in this circular above" are deemed to have material interests in the Supplemental Agreement and therefore they and their associates, shall abstain from voting at the EGM. Sichuan Tequ Investment holding 4,183,190,493 Shares (representing 61.88% of the issued share capital of the Company as at the Latest Practicable Date and is entitled to exercise control over the voting rights in respect of its Shares) and China Everbright Limited holding 572,019,338 Shares (representing 8.46% of the issued share capital of the Company as at the Latest Practicable Date and is entitled to exercise control over the voting rights in respect of its Shares), will be required to abstain from voting at the EGM. Save as disclosed above, to the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, there is no other Shareholder who has a material interest in the Supplemental Agreement and the transactions contemplated thereunder who is required to abstain from voting at the EGM to approve the entering into the Supplemental Agreement as at the Latest Practicable Date. Also, Mr. Xu Changjun, Mr. Wang Huiwu, Mr. Wang Degen, Mr. Li Tao and Mr. Tang Jianyuan who are directors of the Company are deemed to have a material interest in the Supplemental Agreement and shall abstain from voting at the Board meeting approving the same. Save as disclosed, to the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, no other Directors are required to abstain from voting at the EGM.

A form of proxy for use at the EGM is also enclosed. If you are not able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar in Hong Kong at Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions put to the vote at the EGM will be taken by way of poll. The chairman of the EGM will explain the detailed procedures for conducting a poll at the commencement of the EGM.

After the conclusion of the EGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

RECOMMENDATIONS

The Independent Board Committee comprising all of the independent non-executive Directors has been formed to advise the Independent Shareholders in relation to, among other matters, (i) the Supplemental Agreement and the transactions contemplated thereunder; (ii) approving the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) not to be subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) approving the term of the New Contractual Arrangements not to be limited to three years or less under Rule 14A.52 of the Listing Rules; and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Adviser. In this connection, the Company has appointed the Independent Financial Adviser to advise the Independent Shareholders as to (i) the Supplemental Agreement; (ii) whether it is fair and reasonable and in the interests of the Company and the Shareholders as a whole not to subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) the reasons for the Supplemental Agreement to require a period exceeding three years and whether it is normal business practice for agreement for this type to be of such duration.

Your attention is drawn to the advice of the Independent Board Committee set out in its letter which is set out on pages 22 and 23 of this circular. Your attention is also drawn to the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 24 to 39 in this circular.

ADDITIONAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board

Hope Education Group Co., Ltd.

Xu Changjun

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is a full text of the letter from the Independent Board Committee

prepared for the purpose of inclusion in this circular:

HOPE EDUCATION GROUP CO., LTD.

希望教育集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1765)

To the Independent Shareholders

Dear Sir or Madam

CONTINUING CONNECTED TRANSACTION -

NEW CONTRACTUAL ARRANGEMENTS

We refer to the circular issued by the Company dated 3 August 2020 ("Circular") of which this letter forms part. Terms defined in the Circular have the same meanings when used in this letter unless the context otherwise requires.

The fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) are subject to annual cap requirements under Rule 14A.53 and the Previous Waiver requires any changes to the Contractual Arrangements will have to be made with the approval of the independent non-executive Directors and the Independent Shareholders. We have been appointed by the Board to consider (i) whether the Supplemental Agreement is fair and reasonable, on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; (ii) whether it is fair and reasonable and in the interests of the Company and the Shareholders as a whole not to subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) the reasons for the Supplemental Agreement to require a period exceeding three years and whether it is normal business practice for agreement for this type to be of such duration. Lego Corporate Finance Limited has been appointed as the Independent Financial Adviser to advise us in this respect.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

RECOMMENDATION

We wish to draw your attention to the letter from the Board and the letter from the Independent Financial Adviser as set out in the Circular. Having considered the terms of the Supplemental Agreement and the reasons and benefits of the transactions contemplated thereunder, and the advice of, the Independent Financial Adviser as set out in its letter of advice, we consider that (i) the Supplemental Agreement is fair and reasonable, on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; and (ii) it is fair and reasonable and in the interests of the Company and the Shareholders a whole not to subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) it is fair and reasonable for the Supplemental Agreement to require a period exceeding three years and it is normal business practice for agreement for this type to be of such duration.

We therefore recommend the Independent Shareholders to support and to vote in favor of the relevant resolution to approve, among others, the Supplemental Agreement and the transactions contemplated thereunder.

Yours faithfully,

Independent Board Committee

Mr. Zhang Jin

Mr. Chen Yunhua

Dr. Gao Hao

Independent non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice from Lego Corporate Finance Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, in respect of the New Contractual Arrangements and the transactions contemplated thereunder, which has been prepared for the purpose of inclusion in this circular.

3 August 2020

To the Independent Board Committee and the Independent Shareholders of Hope Education Group Co., Ltd.

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTION -

NEW CONTRACTUAL ARRANGEMENTS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the New Contractual Arrangements and the transactions contemplated thereunder, details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular dated 3 August 2020 issued by the Company to the Shareholders (the "Circular"), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Reference is made to the Prospectus in relation to, among other matters, the Contractual Arrangements. On 8 July 2020, the Company, WFOE, Tequ Mayflower WFOE, Hope Education and its subsidiaries and its Registered Shareholders entered into the Supplemental Agreement to supplement the terms of the Second Exclusive Management Consultancy and Business Cooperation Agreement. The transactions contemplated under the Supplemental Agreement together with the Contractual Arrangements shall constitute the New Contractual Arrangements. Pursuant to the Supplemental Agreement, each of the Consolidated Affiliated Entities agreed to engage the Company and/or WFOE and/or Tequ Mayflower WFOE and/or any member of the Group as its exclusive provider to provide a range of services.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

annual cap requirements under Rule 14A.53 of the Listing Rules and the term of the New Contractual Arrangements to be limited to three years or less under Rule 14A.52 of the Listing Rules. The Company applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of (i) setting annual caps for the transactions contemplated under the New Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (ii) limiting the term of the New Contractual Arrangements to three years or less pursuant to Rule 14A.52 of the Listing Rules, subject to several conditions, details of which are set out in the section headed "Waiver from Strict Compliance with the Listing Rules" in the Letter from the Board.

The Independent Board Committee comprising all the independent non-executive Directors, namely Dr. Gao Hao, Mr. Chen Yunhua and Mr. Zhang Jin, has been formed to advise the Independent Shareholders in relation to, among other matters, on (i) whether the Supplemental Agreement is fair and reasonable, on normal commercial terms, conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; (ii) whether it is fair and reasonable and in the interests of the Company and the Shareholders as a whole for the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) not to subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) whether it is fair and reasonable and in the interests of the Company and the Shareholders as a whole for not limiting the New Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules. The Independent Board Committee would also advise the Independent Shareholders on how to vote in respect of the relevant resolution(s) to be proposed at the EGM to approve the New Contractual Arrangements and the transactions contemplated thereunder. As the Independent Financial Adviser, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders in such regard.

As at the Latest Practicable Date, Lego Corporate Finance Limited did not have any relationships or interests with the Company that could reasonably be regarded as relevant to the independence of Lego Corporate Finance Limited. In the last two years, there was no engagement between the Group and Lego Corporate Finance Limited. Apart from normal professional fees paid or payable to us in connection with this appointment as the Independent Financial Adviser, no arrangements exist whereby we have received or will receive any fees or benefits from the Company. Accordingly, we are qualified to give independent advice in respect of the terms of the Supplemental Agreement and the transactions contemplated thereunder.

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied on (i) the information and facts contained or referred to in the Circular and the Prospectus; (ii) the information supplied by the Group and its advisers; (iii) the opinions expressed by and the representations of the management of the Group; and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us by

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Directors and/or the management of the Group, for which they are solely and wholly responsible for, or contained or referred to in the Circular and the Prospectus were true, accurate and complete in all respects as at the date thereof and may be relied upon. We have also assumed that all statements contained and representations made or referred to in the Circular and the Prospectus are true at the time they were made and continue to be true as at the date of the Circular and all such statements of belief, opinions and intentions of the management of the Group and those as set out or referred to in the Circular and the Prospectus were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Group and/or the advisers of the Group. We have also sought and received confirmation from the management of the Group that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations provided to us by the management of the Group are true, accurate, complete and not misleading in all respects at the time they were made and continued to be so until the date of the Circular.

We consider that we have reviewed the sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made or opinion expressed by the management of the Group, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Company, or any of their respective subsidiaries and associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of (i) the Supplemental Agreement; (ii) whether it is fair and reasonable and in the interests of the Company and the Shareholders as a whole for the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) not to subject to the annual cap requirements under Rule 14A.53 of the Listing Rules; and (iii) the reasons for the Supplemental Agreement to require a period exceeding three years and whether it is normal business practice for agreement for this type to be of such duration, we have taken into consideration the following principal factors and reasons:

1. Background of and reasons for the New Contractual Arrangements

Information on the Company and Hope Education

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

WFOE and Tequ Mayflower WFOE

The Registered Shareholders

The Registered Shareholders refer to shareholders of Hope Education, namely, Sichuan Tequ Investment, Chengdu Mayflower Investment Management, CEL Maiming, Guangwei Qinghe and Zhuhai Maiwen.

Sichuan Tequ Investment

Sichuan Tequ Investment is a limited liability company established under the laws of PRC and is directly owned by West Hope and Sichuan Puhua Agricultural Technology Development Limited as to 55% and 45%, respectively. West Hope is ultimately owned by Chen Yuxin and Zhao Guiqin as to 60% and 40%, respectively. Sichuan Puhua Agricultural Technology Development Limited is ultimately owned by Zhang Qiang, Wang Qiang, Zeng Zheng, Zhou Xingbang, Wang Xiaoguo, Xiao Song, Mei Shaofeng, Lan Hai, Sichuan Shengbo Genyuan Trade Limited Company* (四川生搏根源貿易有限公司), Tang Jianyuan and Wang Degen as to 52.2%, 4%, 1%, 1%, 0.4%, 0.2%, 0.2%, 2%, 10%, 20% and 9%, respectively. Sichuan Shengbo Genyuan Trading Limited Company* is ultimately owned by Liu Birong and Tang Jianyuan as to 51% and 49%, respectively. Sichuan Tequ Investment is principally engaged in fodder production and marketing, pork production and slaughtering and food processing.

Chengdu Mayflower Investment Management

CEL Maiming

CEL Maiming is a limited partnership established under the laws of PRC and is principally engaged in investment management. The general partner of CEL Maiming is CEL Huiling Investment (Shanghai) Co., Limited. CEL Huiling Investment (Shanghai) Co., Limited is a wholly owned subsidiary of CEL Venture Capital (Shenzhen) Co., Limited, which is a wholly owned subsidiary of China Everbright Limited. China Everbright Limited (a company listed on the main board of the Stock Exchange (stock code: 165), through its subsidiaries and associates, is principally engaged in the provision of financial services and is dedicated to the pursuance of the cross-border macro asset

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

management strategy, with specific focuses on fund management and investment business, namely, primary market investment, secondary market investment, structured financing and investment, and aircraft leasing.

Guangwei Qinghe

Zhuhai Maiwen

Reasons for and benefits of entering into the Supplemental Agreement

As disclosed in the Letter from the Board, the Group currently conducts its private education business through the Consolidated Affiliated Entities in the PRC, as advised by the PRC Legal Advisers, as PRC laws and regulations, or the implementation of those laws and regulations by relevant government authorities, generally prohibit or restrict foreign ownership in certain fields of the private education industry in the PRC. PRC laws and regulations currently restrict the operation of higher education institutions to Sino-foreign ownership, in addition to imposing a qualification requirement on the foreign owners. Further, government approvals in respect of Sino-foreign ownership in the private education section have, with very limited exception, been withheld.

With reference to the section headed "Contractual Arrangements" of the Prospectus, in order to comply with the PRC laws and regulations while availing the Company to international capital markets and maintaining effective control over all of the operations, on 22 June 2018, the WFOE entered into various agreements, including but not limited to the Second Exclusive Management Consultancy and Business Cooperation Agreement, the Second Exclusive Call Option Agreement, the Second Equity Pledge Agreement and the ancillary documents that together constitute the Contractual Arrangements with, among others, the Consolidated Affiliated Entities, under which substantially all economic benefits arising from the business of the Consolidated Affiliated Entities are transferred to WFOE to the extent permitted under the PRC laws and regulations by means of services fees payable by the Consolidated Affiliated Entities to WFOE.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As advised by the Directors, in order to supplement the terms of the Contractual Arrangements to further govern a range of services, the Company, WFOE, Tequ Mayflower WFOE, Hope Education and its subsidiaries and its Registered Shareholders entered into the Supplemental Agreement to supplement the Contractual Arrangements.

In this circumstance, the New Contractual Arrangements would allow the Company to be able to exercise control over, and derive the economic benefits from the Consolidated Affiliated Entities which have been narrowly tailored to achieve the business purpose of the Company and minimise potential conflict with relevant PRC laws and regulations. Also, on one hand, the Supplemental Agreement would allow the Consolidated Affiliated Entities to engage the Company and/or WFOE and/or Tequ Mayflower WFOE and/or any members of the Group as its exclusive provider to provide for a wider scope of services ranging from the provision of financial services to services arising from and/or in connection with the provision of education services, which would facilitate the business operation of the Company by expanding the scope of the existing service of the existing Contractual Arrangements as the Directors are of the view that these additional services are fundamental and customary to the business operation of the Company. On the other hand, despite the constraints set out above, the Company is able to continue to obtain the right and ability to control and economic benefits of the Consolidated Affiliated Entities through the New Contractual Arrangements. Therefore, the New Contractual Arrangements, through which the Company is able to exercise control over, and derive economic benefits from the Consolidated Affiliated Entities, have been narrowly tailored to achieve the business purpose and minimise potential conflict with relevant PRC laws and regulations.

With reference to the annual report of the Company for the year ended 31 December 2019, the Group derived its revenue for the two years ended 31 December 2019 wholly from the provision of higher education services in the PRC. As noted from the latest Foreign Investment Access Special Management Measures (Negative List) (2020 Version) (《外商投資准入特別管理措施(負面清單)(2020年版)》) jointly promulgated by the National Development and Reform Commission of the PRC (中華人民共和國國家發展和改革委員會) and Ministry of Commence of the PRC (中華人民共和國商務部) on 23 June 2020 and became effective on 23 July 2020, the provision of higher education in the PRC still falls within the negative list and the restriction on foreign investments in higher education remain unchanged since the date of the Prospectus. Accordingly, the Group could not legally hold any direct equity interest in, but rather control by way of the Contractual Arrangements with, all of its schools that are registered within the PRC.

In accordance with the Stock Exchange's Guidance Letter HKEx-GL77-14 (the "Guidance Letter") which provides guidance to listed issuers using contract-based arrangements or structures to indirectly own and control any part of their businesses, the structured contracts should be narrowly tailored to achieve the issuer's business purpose and minimise the potential for conflict with relevant PRC laws and regulations, and the issuer should obtain a PRC legal opinion that the contractual arrangements comply with PRC laws, rules and regulations. Accordingly, we have obtained and reviewed the Supplemental Agreement and the PRC legal opinion obtained by the Company on the Supplemental Agreement, and noted that (i) the terms of the Supplemental Agreement

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

aligned with the requirements set out in the Guidance Letter narrowly tailored to achieve the Company's business purpose; and (ii) the PRC Legal Advisers confirmed that, among others, the New Contractual Arrangements would not be deemed as "concealing illegal intentions with a lawful form" and void under the PRC Contract Law, and there is no PRC laws and regulations explicitly prohibit contractual arrangements in the private higher education industry in the PRC as at the Latest Practicable Date.

Having considered the above, we concur with the Directors that that the New Contractual Arrangements are fundamental and customary to the Group's legal structure and business operations in respect of the Group's business and that the New Contractual Arrangements are conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the Supplemental Agreement

Set out below is a summary of the principal terms of the Supplemental Agreement:

Date: 8 July 2020

Parties: (a) the Company;

the WFOE;
Tequ Mayflower WFOE;
Hope Education and its subsidiaries; and
the Registered Shareholders.

providing financial support, including but not limited to providing indemnities, granting credit, lending money, or providing indemnities against obligations under loans, or guaranteeing or providing security for loans;
providing remittance of foreign exchange into the PRC and any foreign exchange related services;
supplying education and teaching related materials, including but not limited to consumable products for teaching purpose and teaching aids;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

providing property management services, including but not limited to formulating and organising the implementation of property management plan, keeping relevant drawings and files in relation to the engineering project, formulating relevant policies for property management services, providing daily maintenance, cleaning and sanitation services, assisting in maintaining public order and ensuring safety, providing school and dormitory management services and assisting in security protection;
providing infrastructure design consulting services, including but not limited to providing consulting services on designs of school campus and reviewing its design drawings;
providing software and information technology consulting services, including but not limited to developing software systems in relation to, amongst others, daily operations, human resource, financial system, training platform and teaching system and providing maintenance, and provide training to the personnel on the usage of the software systems;
authorising each of the Consolidated Affiliated Entities to use its brand for registration, marketing, teaching and other operational activities of schools;
providing course and course materials;
providing course support, training and teaching development services, including but not limited to providing summer training, internal training to improve the leadership, teaching skills and work efficiency of the teaching staff;
providing human resource management and recruitment services, including but not limited to sourcing and selecting management and teaching staff, arranging interviews, developing recruitment plans and performance evaluation system;
providing marketing, admission and studying aboard consulting services, including but not limited to conducting market research, brand positioning, formulating promotion strategies, establishing promotion channels, such as websites and advertisement on various medias;
other relevant services as negotiated between the parties from time to time to the extent permitted under PRC laws; and
other relevant services as set out in the Second Exclusive Management Consultancy and Business Cooperation Agreement, details of which are set out in the Letter from the Board.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Comparison with comparable transactions

In assessing the fairness and reasonableness of the terms of the Supplemental Agreement, we have searched for comparable transactions which involved the provision of consultation and related services with similar nature to those under the Supplemental Agreement in exchange of consultancy and/or service fee conducted by other companies listed on the Stock Exchange and principally engaged in the provision of education services by their respective consolidated affiliated entities in the PRC. To the best of our knowledge and as far as we are aware of, we have identified 12 comparable transactions (the "Comparables") that met the said selection criteria and disclosed the details of the transactions in their respective prospectus published during the past two years from the date of the Supplemental Agreement. Set out below are the summary of the Comparables:

						Waiver from	Waiver from
						strict	strict
						compliance	compliance
						with Rule	with Rule	Waiver
				Basis of the		14A.52 of the	14A.53 of the	subject to
Company	Stock	Source of	Date of	consultancy and/or	Duration of	Listing Rules	Listing Rules	conditions
name	code	information	agreement	service fee	agreement	(Y/N)	(Y/N)	(Y/N)
					(Note 1)
Dashan	9986	prospectus dated	12 January	100% of surplus from	N/A (Note 1)	Y	Y	Y
Education		30 June 2020	2020	operations (after
Holdings				deducting all costs,
Limited				expenses, taxes,
				losses from the
				previous year (as
				required by
				applicable law),
				statutory reserve
				and other fees in
				accordance with
				relevant regulations)
Shanghai	1525	prospectus dated	11 December	100% of surplus from	N/A (Note 1)	Y	Y	Y
Gench		31 December	2018	operations after
Education		2019		deducting all costs,
Limited				expenses, taxes,
				losses from the
				previous year (if
				required by the law)
				and the legally
				compulsory
				development fund
				of the respective
				school (if required
				by the law)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

						Waiver from	Waiver from
						strict	strict
						compliance	compliance
						with Rule	with Rule	Waiver
				Basis of the		14A.52 of the	14A.53 of the	subject to
Company	Stock	Source of	Date of	consultancy and/or	Duration of	Listing Rules	Listing Rules	conditions
name	code	information	agreement	service fee	agreement	(Y/N)	(Y/N)	(Y/N)
					(Note 1)
Chen Lin	1593	prospectus dated	15 September	100% of surplus from	N/A (Note 1)	Y	Y	Y
Education		27 November	2018	operations after
Group		2019		deducting necessary
Holdings				costs and reasonable
Limited				expenses
Huali	1756	prospectus dated	23 March 2017,	100% of net profit	N/A (Note 1)	Y	Y	Y
University		14 November	27 November	after deducting all
Group		2019	2017 and	costs, expenses,
Limited			30 August	taxes, losses from
			2018	the previous year (if
				required by law)
				and the legally
				compulsory
				development fund
				of the respective
				school/statutory
				surplus reserve (if
				required by law)
Scholar	1769	prospectus dated	13 January 2019	100% of net profits	N/A (Note 1)	Y	Y	Y
Education		12 June 2019		before tax
Group
JH Educational	1935	prospectus dated	7 November	100% of net profit or	N/A (Note 1)	N (Note 2)	Y	Y
Technology		4 June 2019	2018	surplus from
INC.				operations after
				deducting all
				necessary costs and

expenses, taxes, losses from the previous year (if required by the law) and the legally compulsory public reserve or development fund (if required by law)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

						Waiver from	Waiver from
						strict	strict
						compliance	compliance
						with Rule	with Rule	Waiver
				Basis of the		14A.52 of the	14A.53 of the	subject to
Company	Stock	Source of	Date of	consultancy and/or	Duration of	Listing Rules	Listing Rules	conditions
name	code	information	agreement	service fee	agreement	(Y/N)	(Y/N)	(Y/N)
					(Note 1)
China East	667	prospectus dated	30 November	100% of their net	N/A (Note 1)	Y	Y	Y
Education		30 May 2019	2018	income after
Holdings				deducting the
Limited				relevant costs, tax
				payment and
				reserved funds as
				required by
				applicable PRC
				laws and regulations
China Kepei	1890	prospectus dated	10 July 2018	100% of surplus from	N/A (Note 1)	Y	Y	Y
Education		15 January		operations after
Group		2019		deducting necessary
Limited				costs, expenses,
				taxes, losses from
				the previous year (if
				required by the
				law), the legally
				compulsory
				development fund
				of the respective
				school (if required
				by the law) and
				other expenses
				required by the
				applicable PRC
				laws

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

						Waiver from	Waiver from
						strict	strict
						compliance	compliance
						with Rule	with Rule	Waiver
				Basis of the		14A.52 of the	14A.53 of the	subject to
Company	Stock	Source of	Date of	consultancy and/or	Duration of	Listing Rules	Listing Rules	conditions
name	code	information	agreement	service fee	agreement	(Y/N)	(Y/N)	(Y/N)
					(Note 1)
China Gingko	1851	prospectus dated	14 June 2018	100% of surplus from	N/A (Note 1)	N	Y	Y
Education		21 December		operations after
Group		2018		deducting all costs,
Company				expenses, taxes,
Limited				losses from the
				previous year (if
				required by the
				law), the legally
				compulsory
				development fund
				of the respective
				school (if required
				by the law) the joint
				tuition support fee
				and other sums
				required by the
				relevant laws and
				regulations to be
				reserved or
				withheld)
China	3978	prospectus dated	18 June 2018	100% of the total	N/A (Note 1)	Y	Y	Y
Beststudy		12 December		income net of costs,
Education		2018		expenses, taxes and
Group				payments required
				by the relevant laws
				and regulations to
				be reserved or
				withheld
China Chunlai	1969	prospectus dated	22 February	100% of income net	N/A (Note 1)	N (Note 2)	Y	Y
Education		31 August	2018	of, costs, expenses,
Group Co.,		2018		taxes and payments
Ltd.				required by the
				relevant laws and
				regulations to be
				reserved or withheld

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

						Waiver from	Waiver from
						strict	strict
						compliance	compliance
						with Rule	with Rule	Waiver
				Basis of the		14A.52 of the	14A.53 of the	subject to
Company	Stock	Source of	Date of	consultancy and/or	Duration of	Listing Rules	Listing Rules	conditions
name	code	information	agreement	service fee	agreement	(Y/N)	(Y/N)	(Y/N)
					(Note 1)
Bojun	1758	prospectus dated	29 August 2016,	100% of their	N/A (Note 1)	N (Note 2)	Y	Y
Education		19 July 2018	26 January	respective amount
Company			2018 and 25	of net profit after
Limited			June 2018	deduction of all
				costs, expenses,
				taxes, losses from
				the previous year (if
				required by the law)
				and the statutory
				development fund
				of the respective
				school (if required
				by the law)
The Company	1765		22 June 2018	the entirety of the	N/A	Y	Y	Y
			and 8 July	total income net of
			2020	costs, expenses,
				taxes and
				payments required
				by the relevant
				laws and
				regulations to be
				reserved or
				withheld

Source: the website of the Stock Exchange (www.hkex.com.hk)

Notes:

No definite duration of the relevant agreement is disclosed.
Although these issuers did not apply for waiver from strict compliance with Rule 14A.52 of the Listing Rules, the relevant prospectus did not disclose the terms for the contractual arrangement and the relevant sponsors to these issuers had opined on the duration of the contractual arrangement being longer than three years.

As shown from the table above, all of the Comparables shared substantially the same bases in determining the consultancy and/or service fee to be received from the provision of consultation and related services, being the entire income of the consolidated affiliated entities after netting off all necessary costs, expenses and taxes as required by the relevant laws and regulations in the PRC. The determination basis of the service fee chargeable under the Supplemental Agreement, being the entirety of the total income of Hope Education and its

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

subsidiaries (net of costs, expenses, taxes and payments required by the relevant laws and regulations to be reserved or withheld), is similar to the bases as charged by the Comparables. Accordingly, we consider that the determination basis of the service fee chargeable under the Supplemental Agreement is in line with normal market practice.

With respect to the duration of the Supplemental Agreement, it is noted that all of the Comparables did not disclose a definite term for the contractual arrangement in their respective prospectus. Nevertheless, it is noted that 11 out of 12 Comparables had either applied for and granted the waiver from strict compliance with Rule 14A.52 of the Listing Rules to limit the duration of the contractual arrangement constituting a continuing connected transaction of an issuer to three years or less, or the sponsor to the relevant issuers had opined on whether it is justifiable and normal business practice for the duration of the contractual arrangement to exceed three years. Having taken into account that the Company currently derives all its revenue through the existing Contractual Arrangements under the Second Exclusive Management Consultancy and Business Cooperation Agreement which had no definite term, and the Supplemental Agreement shall supplement the Second Exclusive Management Consultancy and Business Cooperation Agreement to include additional services which are fundamental and customary to the business operation, we consider that it is justifiable and normal business practice for not limiting the duration of the Supplemental Agreement to three years or less.

Having considered the above, we consider the terms of the Supplemental Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. Waiver from strict compliance with Rule 14A.53 of the Listing Rules

With reference to the Letter from the Board, notwithstanding that the transactions contemplated under the New Contractual Arrangements technically constitute continuing connected transactions for the Company for the purposes of Chapter 14A of the Listing Rules, the Directors consider that it would be unduly burdensome and impracticable, and would add unnecessary administrative costs to the Company, for the transactions contemplated under the New Contractual Arrangements, being the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement), to be subject to the annual cap requirements under Rule 14A.53 of the Listing Rules.

As stated in the paragraph headed "Reasons for and benefits of entering into the Supplemental Agreement" above, currently the Group conducts its private education business through the Consolidated Affiliated Entities and derives economic benefits from them. Under the Contractual Arrangements, the Consolidated Affiliated Entities were treated as subsidiaries of the Company and the results of the Consolidated Affiliated Entities were consolidated into the financial results of the Company, such that the Group can fully enjoy the economic benefits generated by the Consolidated Affiliated Entities. Hence, setting maximum annual caps for such service fees will limit the ability of the Group to operate the business and receive the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

economic benefits generated by the Consolidated Affiliated Entities, which is not in the interest of the Company and the Shareholders as a whole. Further, as noted from the paragraph headed "Comparison with comparable transactions" above, all the Comparables had applied for and granted the waiver from strict compliance with Rule 14A.53 of the Listing Rules in respect of the requirement to set an annual cap for continuing connected transaction, which suggested that it is normal business practice for consultancy and/or service fee under contractual arrangement not to be subject to the annual cap requirements under Rule 14A.53 of the Listing Rules.

Based on the above, we are of the view that it is fair and reasonable and in the interests of the Company and the Shareholders as a whole for the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) not to be subject to the annual cap requirements under Rule 14A.53 of the Listing Rules.

4. Conditions of the waiver

The Stock Exchange has granted the waiver from strict compliance with the requirements of (i) setting annual caps for the transactions contemplated under the New Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (ii) limiting the term of the New Contractual Arrangements to three years or less pursuant to Rule 14A.52 of the Listing Rules, subject to the conditions as detailed in the Letter from the Board, including (i) no change without independent non-executive Directors' approval; (ii) no change without Independent Shareholders' approval; (iii) economic benefits flexibility; (iv) renewal and reproduction; and

(v) ongoing reporting and approvals requirements.

As noted from the paragraph headed "Comparison with comparable transactions" above, all the Comparables were granted with the waivers subject to conditions similar to that of the waiver granted to the Company. In light of the waiver was granted with conditions in line with market practice and in particular that any changes to the terms of the New Contractual Arrangements will require the approval of the independent non-executive Directors and the Independent Shareholders, we consider the interests of the Company and the Shareholders were safeguarded and hence the conditions to the waiver are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the Supplemental Agreement was entered into on normal commercial terms and in the ordinary and usual course of the business of the Company; (ii) the terms of the Supplemental Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole; and (iii) the duration of the New Contractual Arrangements being more than three years is justifiable and of normal business practice for agreements of this type to be of such duration. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the relevant resolution(s) to be proposed at the EGM to approve the New Contractual Arrangements and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of

Lego Corporate Finance Limited

Gary Mui

Chief Executive Officer

Mr. Gary Mui is a licensed person registered with the Securities and Futures Commission and a responsible officer of Lego Corporate Finance Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has over 20 years of experience in the finance and investment banking industries.

For identification purpose only

- 39 -

APPENDIX

GENERAL INFORMATION

1. 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.

2. DISCLOSURE OF INTERESTS

Directors and chief executives' interests

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executives of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which was required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Directors and chief executive(s) of the Company is taken or deemed to have under such provisions of the SFO) or which was required to be entered in the register required to be kept by the Company pursuant to Section 352 of the SFO or which was otherwise required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies adopted by the Company (the "Model Code") were as follows:

					Approximate
					Percentage of
					Shareholding in the
			Number of		Company as at the
		Capacity/	Shares	Long Position/	Latest Practicable
Name of Director	Position	Nature of Interest	Held	Short Position	Date(3)
Wang Huiwu (汪輝武)(1)	Executive	Interest in controlled	4,140,948,240	Long Position	61.26%
Wang Degen (王德根)(2)	Director	corporation
Non-executive	Interest of spouse	4,183,190,943	Long Position	61.88%
	Director

Notes:

Wang Huiwu (汪輝武) holds 96.00% interest in Maysunshine Limited, which in turn holds 49.00% interest in Hope Education Investment Limited. Hope Education Investment Limited holds 61.26% interest in the Company. Accordingly, Wang Huiwu (汪輝武) is deemed as holding interest in the Company through Hope Education Investment Limited.
Wang Degen (王德根) and Zhang Qiang (張強) are spouses. Therefore, for the purpose of the SFO, Wang Degen (王德根) is deemed or taken to be interested in all the shares Zhang Qiang (張強) is interested in.
Based on the number of issued shares as of Latest Practicable Date, being 6,759,708,276 Shares.

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APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive(s) of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be entered in the register required to be kept by the Company pursuant to Section 352 of the SFO or which was required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code.

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which have since 31 December 2019, being the date to which the latest published audited financial statements of the Group were made up, been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement was subsisting at the Latest Practicable Date and which was significant in relation to the business of the Group.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors was a director or an employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

SUBSTANTIAL SHAREHOLDERS' INTERESTS

As at the Latest Practicable Date, so far as is known to the Directors, the persons or entities, other than a director or chief executive of the Company whose interests are disclosed under the paragraph headed "Directors' and chief executives' interests" above, who had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company were as follows:

				Approximate
				Percentage of
				Shareholding in the
				Company as at the
	Capacity/	Number of	Long Position/	Latest Practicable
Name of Shareholder	Nature of Interest	Shares Held	Short Position	Date(4)
Hope Education Investment	Beneficial interest	4,140,948,240	Long Position	61.26%
Limited(1)
Maysunshine Limited(1)	Interest in controlled	4,140,948,240	Long Position	61.88%
	corporation

- 41 -

APPENDIX		GENERAL INFORMATION
				Approximate
				Percentage of
				Shareholding in the
				Company as at the
	Capacity/	Number of	Long Position/	Latest Practicable
Name of Shareholder	Nature of Interest	Shares Held	Short Position	Date(4)
Tequ Group A Limited(1)	Interest in controlled	4,140,948,240	Long Position	61.26%
	corporation
Tequ Group (Hong Kong)	Interest in controlled	4,183,190,943	Long Position	61.88%
Company Limited(1)	corporation
Shanghai Yi Zeng	Interest in controlled	4,183,190,943	Long Position	61.88%
Management Co., Ltd. (上	corporation
海乙增管理有限公司)(1)
Sichuan Tequ Investment(1)	Interest in controlled	4,183,190,943	Long Position	61.88%
West Hope(1)	corporation
Interest in controlled	4,183,190,943	Long Position	61.88%
	corporation
Sichuan Puhua Agricultural	Interest in controlled	4,183,190,943	Long Position	61.88%
Technology Development	corporation
Limited (四川普華農業科
技發展有限公司)(1)
Zhang Qiang (張強)(1)	Interest in controlled	4,183,190,943	Long Position	61.88%
Chen Yuxin (陳育新)(1)	corporation
Interest in controlled	4,183,190,943	Long Position	61.88%
Zhao Guiqin (趙桂琴)(1)	corporation
Interest in controlled	4,183,190,943	Long Position	61.88%
	corporation
CEL Huiling Investment	Interest in controlled	421,494,412	Long Position	6.24%
(Shanghai) Co., Limited	corporation
(光控匯領投資(上海)有限
公司) ("CEL Huiling")(2)	Interest in controlled	421,494,412	Long Position	6.24%
CEL Venture Capital
(Shenzhen) Co., Limited	corporation
(光大控股創業投資(深圳)
有限公司)(2)
China Everbright Limited(3)	Interest in controlled	572,019,338	Long Position	8.46%
	corporation
Honorich Holdings	Interest in controlled	572,019,338	Long Position	8.46%
Limited(3)	corporation
Datten Investments	Interest in controlled	572,019,338	Long Position	8.46%
Limited(3)	corporation
China Everbright Holdings	Interest in controlled	572,019,338	Long Position	8.46%
Co., Limited (中國光大集	corporation
團有限公司) ("CE Hong
Kong")(2)
China Everbright Group Ltd.	Interest in controlled	572,019,338	Long Position	8.46%
(中國光大集團股份公司)	corporation
("China Everbright
Group")(3)

- 42 -

APPENDIX			GENERAL INFORMATION
				Approximate
				Percentage of
				Shareholding in the
				Company as at the
	Capacity/	Number of	Long Position/	Latest Practicable
Name of Shareholder	Nature of Interest	Shares Held	Short Position	Date(4)
Central Huijin Investment	Interest in controlled	572,019,338	Long Position	8.46%
Limited (中央匯金投資有	corporation
限責任公司) ("Central
Huijin")(2)

Notes:

Hope Education Investment Limited, a BVI company, is owned as to 49.00% by Maysunshine Limited, 34.385% by Tequ Group A Limited and 61.26% by Tequ Group Limited.
Maysunshine Limited is owned as to 96.00% by Wang Huiwu (汪輝武), 2.00% by Fu Wenge (付文革) and 2.00% by Wang Degen (王德根).
Tequ Group A Limited is a wholly-owned subsidiary of Tequ Group (Hong Kong) Company Limited. Tequ Group (Hong Kong) Company Limited is wholly owned by Shanghai Yi Zeng Enterprise Management Co., Ltd. (上海乙增企業管理有限公司). Shanghai Yi Zeng Enterprise Management Co., Ltd. (上海乙增企業管理有限公司) is wholly owned by Sichuan Tequ Investment, which is in turn owned as to 55% by West Hope and 45% by Sichuan Puhua Agricultural Technology Development Limited (四川普華農業科技發展有限公司). West Hope is owned as to 60% by Chen Yuxin (陳育新) and 40% by Zhao Guiqin (趙桂琴). Chen Yuxin (陳育新) and Zhao Guiqin (趙桂琴) are spouses. Sichuan Puhua Agricultural Technology Development Limited (四川普華農業科技發展有限公司) is owed as to 52.20% by Zhang Qiang (張強).
Thus, Maysunshine Limited, Wang Huiwu (汪輝武), Tequ Group A Limited, Tequ Group (Hong Kong) Company Limited, Shanghai Yi Zeng Enterprise Management Co., Ltd. (上海乙增企業管理有限公司), Sichuan Tequ Investment, West Hope, Sichuan Puhua Agricultural Technology Development Limited (四川普華農業科技發展有限公司), Zhang Qiang (張強), Chen Yuxin (陳育新) and Zhao Guiqin (趙桂琴) are deemed to be interested in 4,140,948,240 Shares.
CEL Huiling was wholly-owned by CEL Venture Capital (Shenzhen) Co., Limited (光大控股創業投資 (深圳)有限公司), which was in turn wholly-owned by China Everbright Limited.
Accordingly, each of CEL Huiling and CEL Venture Capital (Shenzhen) Co., Limited (光大控股創業投資(深圳)有限公司) is deemed to be interested in the Shares held by China Everbright Limited under the SFO.
China Everbright Limited was owned as to approximately 49.39% by Honorich Holdings Limited and 0.35% by Everbright Investment & Management Limited (光大投資管理有限公司), respectively. Honorich Holdings Limited was wholly-owned by Datten Investments Limited, and each of Everbright Investment & Management Limited (光大投資管理有限公司) and Datten Investments Limited was in turn wholly-owned by CE Hong Kong, which was in turn wholly-owned by China Everbright Group. China Everbright Group was owned as to approximately 55.67% by Central Huijin.
Accordingly, each of China Everbright Limited, Honorich Holdings Limited, Datten Investments Limited, CE Hong Kong, China Everbright Group and Central Huijin is deemed to be interested in the Shares held by each of CEL Huiling, CEL Venture Captial (Shenzhen) Co., Limited and other relevant subsidiaries and general partnerships under the SFO.
Based on the number of issued shares as of Latest Practicable Date, being 6,759,708,276 Shares.

- 43 -

APPENDIX

GENERAL INFORMATION

Save as disclosed above, there is no person or entity other than a director or chief executive of the Company whose interests are disclosed under the paragraph headed "Directors' and chief executives' interests" above, who had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company.

3. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors entered or proposed to enter into any service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year within payment of compensation (other than statutory compensation)).

4. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and their respective close associates was interested in any business, apart from the business of the Group, which competed or was likely to compete, either directly or indirectly, with that of the Group.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, being the date to which the latest published audited accounts of the Company have been made up.

6. EXPERT'S QUALIFICATION AND CONSENT

Lego Corporate Finance Limited is a corporation licensed under the SFO to conduct type 6 regulated activity (advising on corporate finance). Lego Corporate Finance Limited has given and has not withdrawn its written consent to the issue of this circular with the reference to its name and its letter in the form and context in which they respectively appear.

As at the Latest Practicable Date, Lego Corporate Finance Limited did not have any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

As at the Latest Practicable Date, Lego Corporate Finance Limited did not have any interest, direct or indirect, in any assets which since 31 December 2019, the date to which the latest published audited financial statements of the Group were made up, have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

- 44 -

APPENDIX

GENERAL INFORMATION

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business in Hong Kong of the Company at 40th Floor, Sunlight Tower, No. 248 Queen's Road East, Wanchai, Hong Kong during normal business hours from the date of this circular up to and including the date of the EGM:

the Supplemental Agreement;
the Second Exclusive Management Consultancy and Business Cooperation Agreement, the Second Exclusive Call Option Agreement, the Second Equity Pledge Agreement and the ancillary documents thereto;
the letter from the Independent Board Committee containing its advice to the Independent Shareholders, the text of which is set out in the section headed "Letter from the Independent Board Committee" in this circular;
the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders, the text of which is set out in the section headed "Letter from the Independent Financial Adviser" in the circular; and
the written consent of the Independent Financial Adviser referred to in the paragraph headed "Expert's Qualification and Consent" in this appendix.

8. MISCELLANEOUS

In the event of inconsistency, the English texts of this circular and the enclosed form of proxy shall prevail over the Chinese texts.

- 45 -

NOTICE OF EGM

HOPE EDUCATION GROUP CO., LTD.

希望教育集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1765)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM") of Hope Education Group Co., Ltd. ("Company") will be held at 10:00 a.m. on Thursday, 20 August 2020 at Jasmine Room, 4th Floor, Purple Mountain Hotel Shanghai, No. 778 Dongfang Road, Pudong New Area, Shanghai for the purpose of considering and, if thought fit, with or without amendments, passing each of the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "THAT:

the entering into of the Supplemental Agreement to supplement the Second Exclusive Management Consultancy and Business Cooperation Agreement and the transactions contemplated under the New Contractual Arrangements, the fees payable under the Second Exclusive Management Consultancy and Business Cooperation Agreement (as supplemented by the Supplemental Agreement) not to be subject to the annual caps requirements and require a period exceeding three years under Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited be and are hereby approved, ratified and confirmed; and
the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the New Contractual Arrangements and the transactions contemplated under the New Contractual Arrangements and to execute all such other documents, instruments and agreements (including the affixation of the Company's common seal) deemed by them to be incidental to, ancillary to or in connection with the entering into of the New Contractual Arrangements and the transactions contemplated under the New Contractual Arrangements."

Yours faithfully,

For and on behalf of the Board

Hope Education Group Co., Ltd.

Xu Changjun

Chairman

Hong Kong, 3 August 2020

- 46 -

NOTICE OF EGM

Notes:

A form of proxy for use at the EGM is enclosed herewith. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be a member of the Company but must attend the EGM in person to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares of the Company in respect of which each such proxy is so appointed.
In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, must be deposited with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude members from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
Where there are joint registered holders of any share(s) of the Company, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share(s) of the Company as if he/she is solely entitled thereto, but if more than one of such joint holders are present at the EGM, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding of the share(s) of the Company.
The register of members of the Company will be closed from Monday, 17 August 2020 to Thursday, 20 August 2020, both days inclusive, during which period no transfers of shares shall be registered. The holder of Shares whose name appears on the register of members of the Company on 20 August 2020 will be entitled to attend and vote at the EGM. In order to qualify for attending and voting at the forthcoming EGM, all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at shops 1712-1716, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 pm on Friday, 14 August 2020.

As at the date hereof, the Board comprises the following Directors:

Executive Directors

Mr. Xu Changjun (Chairman)

Mr. Wang Huiwu (Chief Executive Officer)

Mr. Li Tao

Non-executive Directors

Mr. Wang Degen

Mr. Lu Zhichao

Mr. Tang Jianyuan

Independent Non-executive Directors

Mr. Zhang Jin

Mr. Chen Yunhua

Dr. Gao Hao

- 47 -

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Hope Education Group Co. Ltd. published this content on 03 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 August 2020 23:56:08 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:08:09 2024-05-16 EDT			5-day change	1st Jan Change
0.275 ^HKD	+3.77%		+15.06%	-23.61%

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