Hope Education : Publication of Offering Circular - TEQU MAYFLOWER LIMITED - US$350,000,000 Zero Coupon Guaranteed Convertible Bonds Due 2026

March 02, 2021 at 11:10 pm

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement and the listing document referred to herein have been published for information purposes only as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the issuer for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No public offer of securities is to be made by the Company in the United States.

PUBLICATION OF OFFERING CIRCULAR

TEQU MAYFLOWER LIMITED

(incorporated in the Cayman Islands as an exempted company with limited liability)

(the "Issuer")

US$350,000,000 ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2026

(Stock Code: 40600)

unconditionally and irrevocably guaranteed by

HOPE EDUCATION GROUP CO., LTD.

Ҏૐ઺ԃණྠϞࠢʮ̡

(incorporated in the Cayman Islands as an exempted company with limited liability)

(the "Guarantor")

(Stock Code: 1765)

References are made to the announcements (the "Announcements") of the Guarantor dated February 22, 2021 and March 2, 2021 in respect of, among other things, the offering and issuance of the Convertible Bonds. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcements.

This announcement is issued pursuant to Rule 37.39A of the Listing Rules. Please refer to the offering circular dated February 22, 2021 (the "Offering Circular") appended herein in relation to the issuance of the Convertible Bonds. The Offering Circular is published in English only. No Chinese version of the Offering Circular has been published.

Notice to Hong Kong investors: the Issuer and the Guarantor confirm that the Convertible Bonds are intended for purchase by professional investors (as defined in Chapter 37 of the Listing Rules) only and have been listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly, the Issuer and the Guarantor confirm that the Convertible Bonds are not appropriate as an investment for retail investors in Hong Kong or elsewhere. Investors should carefully consider the risks involved.

The Offering Circular does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or purchase any securities.

The Offering Circular must not be regarded as an inducement to subscribe for or purchase any securities of the Issuer, and no such inducement is intended. No investment decision should be made based on the information contained in the Offering Circular.

By order of the Board

Hope Education Group Co., Ltd.

Chairman

Xu Changjun

Hong Kong, March 3, 2021

As at the date of this announcement, the sole director of the Issuer is Mr. Wang Huiwu, and the executive directors of the Guarantor are Mr. Xu Changjun, Mr. Wang Huiwu and Mr. Li Tao; the non-executive directors of the Guarantor are Mr. Wang Degen, Mr. Tang Jianyuan and Mr. Lu Zhichao; and the independent non-executive directors of the Guarantor are Dr. Gao Hao, Mr. Chen

Yunhua and Mr. Zhang Jin.

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the "Offering Circular") and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO AND ACCESS HAS BEEN LIMITED SO THAT IT SHALL NOT CONSTITUTE A GENERAL ADVERTISEMENT OR GENERAL SOLICITATION (AS THOSE TERMS ARE USED IN REGULATION D UNDER THE SECURITIES ACT) OR DIRECTED SELLING EFFORTS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) IN THE UNITED STATES OR ELSEWHERE. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be outside of the U.S. (within the meaning of Regulation S under the Securities Act). This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that (1) you are outside of the U.S., the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. (2) you consent to delivery of such Offering Circular by electronic transmission, (3) you (and any nominee and any person on whose behalf you are subscribing for the securities to which the attached offering circular relates) are not a "connected person" (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")) of the issuer or the guarantor, which includes but is not limited to any director.

You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriter or any affiliate of the underwriter is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriter or such affiliate on behalf of the Issuer or the Guarantor in such jurisdiction.

This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Credit Suisse (Hong Kong) Limited (the "Sole Manager " or " Sole Bookrunner"), Tequ Mayflower Limited (the "Issuer") nor Hope Education Group Co., Ltd. (the "Company" or the "Guarantor") (in this Offering Circular, all references to "Group," "our Group," the "Company," "we," "us" and "our" refer to Hope Education Group Co., Ltd. and, as the context requires, its subsidiaries and our Consolidated Affiliated Entities (as defined below)) nor any person who controls the Sole Manager, the Issuer, the Guarantor, nor any director, officer, employee or agent of the Sole Manager, the Issuer, the Guarantor or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Sole Manager.

OFFERING CIRCULAR CONFIDENTIAL

Tequ Mayflower Limited

(incorporated in the Cayman Islands as an exempted company with limited liability)

US$350,000,000 Zero Coupon

Guaranteed Convertible Bonds due 2026

unconditionally and irrevocably guaranteed by

Hope Education Group Co., Ltd.

Ҏૐ઺ԃණྠϞࠢʮ̡

(incorporated in the Cayman Islands as an exempted company with limited liability)

(Stock Code: 1765)

Issue Price: 100%

The zero coupon guaranteed convertible bonds due 2026 in the aggregate principal amount of US$350,000,000 (the "Bonds") will be issued by Tequ Mayflower Limited (the "Issuer"), a wholly-owned subsidiary of Hope Education Group Co., Ltd. (the "Company " or the " Guarantor"). The due payment of all sums expressed to be payable by the Issuer under the Trust Deed (as defined in the Terms and Conditions of the Bonds (the "Terms and Conditions "orthe" Conditions")) and the Bonds will be unconditionally and irrevocably guaranteed (the "Guarantee") by the Guarantor. The issue price will be 100.00 per cent. of the aggregate principal amount of the Bonds.

The Bonds will constitute direct, unsubordinated, unconditional and (subject to Condition 4(A) of the Terms and Conditions) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to Condition 4(A) of the Terms and Conditions, at all times rank at least equally with all of its other present and future senior, unsecured and unsubordinated obligations. The obligations of the Guarantor under the Guarantee shall, save for any obligations preferred by any applicable law, at all times rank at least equally with all of its other present and future senior, unsecured and unsubordinated obligations.

Each Bond will, at the option of the holder, be convertible (unless previously redeemed, converted or purchased and cancelled) on or after April 12, 2021 up to the close of business (at the place where the certificate evidencing such Bond is deposited for conversion) on the seventh day prior to March 2, 2026 (the "Maturity Date") (both days inclusive) into fully paid ordinary shares with a par value of US$0.00001 each of the Company (the "Shares") at an initial conversion price of HK$3.85 per Share. The conversion price is subject to adjustment in the circumstances described under "Terms and Conditions of the Bonds - Conversion".

Unless previously redeemed, converted or purchased and cancelled as provided in the Terms and Conditions, the Issuer will redeem each Bond at its principal amount, together with accrued and unpaid interest thereon, on the Maturity Date. The Bonds may be redeemed, at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Bondholders in accordance with the Terms and Conditions and in writing to the Trustee and the Principal Agent (which notice shall be irrevocable), on the Tax Redemption Date (as defined in the Terms and Conditions), at the Early Redemption Amount (as defined in the Terms and Conditions) in the event of any change in, or amendment to, the laws or regulations of the PRC, Cayman Islands or Hong Kong or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after February 22, 2021, subject to the non-redemption option of each holder after the exercise by the Issuer of its tax redemption option as described in the Terms and Conditions. The Bonds may be redeemed, at the option of the Issuer in whole, but not in part, at any time (i) after March 18, 2024 but prior to the Maturity Date, provided that the Closing Price, for 20 out of 30 consecutive Trading Days (as defined in the Terms and Conditions) prior to the date upon which notice of such redemption is published was at least 130 per cent. of the applicable Early Redemption Amount (as defined in the Terms and Conditions) divided by the Conversion Ratio (as defined in the Terms and Conditions) in effect on such Trading Day (as defined in the Terms and Conditions) or (ii) if Conversion Rights (as defined in the Terms and Conditions) shall have been exercised and/or purchases (and corresponding cancelations) and/or redemptions effected in respect of 90 per cent. or more in principal amount of the Bonds originally issued, the Bonds at Early Redemption Amount (as defined in the Terms and Conditions). The holder of each Bond will also have the right, at such holder's option, to require the Issuer to redeem all or some only of such holder's Bonds, on the Relevant Event Redemption Date (as defined in the Terms and Conditions), at the Early Redemption Amount (as defined in the Terms and Conditions). The holder of each Bond shall have the right to require the Issuer redeem all or some only of such holder's Bonds on March 2, 2024 at 103.04 per cent. of the principal amount. See "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation".

PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); and/or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This Offering Circular has been prepared on the basis that any offer of the Bonds in the UK will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation") from a requirement to publish a prospectus for offers of Bonds. This Offering Circular is not a prospectus for the purpose of the UK Prospectus Regulation.

Application will be made to the Hong Kong Stock Exchange for (i) the listing of, and permission to deal in, the Bonds on the Hong Kong Stock Exchange by way of debt issues to professional investors (as defined in Chapter 37 of the Listing Rules ("Professional Investors") only; and (ii) the listing of, and permission to deal in, the Shares issuable on conversion of the Bonds, and such permissions are expected to become effective on or about March 3, 2021 and when such Shares are issued, respectively. This Offering Circular is for distribution to Professional Investors only.

Notice to Hong Kong investors: The Issuer and the Guarantor confirm that the Bonds are intended for purchase by Professional Investors only and will be listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly, the Issuer and the Guarantor confirm that the Bonds are not appropriate as an investment for retail investor in Hong Kong. Investors should carefully consider the risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering Circular. Listing of the Bonds on the Hong Kong Stock Exchange in not to be taken as an indication of the commercial merits or credit quality of the Bonds or the Issuer or the Guarantor, or quality of disclosure in this Offering Circular. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering 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 Offering Circular.

This Offering Circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Issuer and the Guarantor. Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Investors should be aware that the Bonds are convertible into the Shares and that there are various other risks relating to the Bonds and the Shares, the Issuer and the Guarantor and the Guarantor's subsidiaries, their business and their jurisdictions of operations which investors should familiarize themselves with before making an investment in the Bonds and Shares. See "Risk Factors" beginning on page 37 for a discussion of certain factors to be considered in connection with an investment in the Bonds and the Shares.

The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and, or other securities laws and, subject to certain exceptions, may not be offered or sold within the United States. The Bonds are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act ("Regulation S"). For a description of these and certain further restrictions on offers and sales of the Bonds and the Shares to be issued upon conversion of the Bonds and the distribution of this Offering Circular, see "Transfer Restrictions" and "Plan of Distribution."

The Bonds will be represented by beneficial interests in a global certificate (the "Global Certificate") in registered form, which will be registered in the name of a nominee of, and shall be deposited on or about March 2, 2021 (the "Issue Date") with, a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.("Clearstream"). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described in the Global Certificate, certificates for Bonds will not be issued in exchange for interests in the Global Certificate.

The Bonds are not intended to be initially placed and may not be initially placed to "connected persons" of the Issuer or the Guarantor as defined in the Listing Rules ("Connected Persons"). Each holder of the Bonds (and the beneficial owners of the Bonds, if applicable) will be deemed to have represented to the Issuer, the Guarantor and Credit Suisse (Hong Kong) Limited (the "Sole Manager") that it is not a Connected Person of the Issuer or the Guarantor, and will not after completion of the subscription of the Bonds be a Connected Person of the Issuer or the Guarantor. Each prospective investor will be deemed to have agreed with the Issuer, the Guarantor and the Sole Manager that it may, to the extent required by the Listing Rules and/or the Hong Kong Stock Exchange and/or the Hong Kong Securities and Futures Commission (the "SFC"), disclose information about such potential investor (including but not limited to its name, company registration number and the number of Bonds allotted to it) to certain parties.

Sole Bookrunner and Sole Manager

Offering Circular dated February 22, 2021

TABLE OF CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

RISKFACTORS ........................................................ 37

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

MARKETPRICEINFORMATION ........................................... 90

DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

CAPITALIZATIONANDINDEBTEDNESS .................................... 92

DESCRIPTIONOFTHEISSUER ............................................ 93

EXCHANGERATEINFORMATION ......................................... 94

OUR INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

OUR CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

OURBUSINESS ......................................................... 100

OUR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131

OURPRINCIPALSHAREHOLDERS ......................................... 137

TERMS AND CONDITIONS OF THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139

THE GLOBAL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181

DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

TAXATION ............................................................. 188

TRANSFERRESTRICTIONS .............................................. 191

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193

GENERALINFORMATION ................................................ 200

-i-

IMPORTANT INFORMATION

This Offering Circular is strictly confidential. We are furnishing this Offering Circular in connection with an offering exempt from the registration requirements of the Securities Act, solely for the purpose of enabling you to consider the purchase of the Bonds as described herein. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Bonds. You may not copy, reproduce or distribute this Offering Circular, in whole or in part, and may not disclose any content or use any information in this Offering Circular for any purpose other than considering an investment in the Bonds. By accepting delivery of this Offering Circular, you agree to the foregoing.

The contents of this Offering Circular have not been reviewed by any regulatory authority in Hong Kong or elsewhere. Investors are advised to exercise caution in relation to the offering of the Bonds described herein. If investors are in any doubt about any of the contents of this Offering Circular, they should obtain independent professional advice.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on the Stock Exchange (as amended, supplemented or otherwise modified from time to time) for the purpose of giving information with regard to us. We accept full responsibility for the accuracy of the information contained in this Offering Circular and confirm, having made all reasonable enquiries, that to the best of our knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

You should rely only on the information contained in this Offering Circular. We have not, and the Sole Manager has not, authorized any other person to provide you with any other information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this Offering Circular is accurate only as of the date on the front cover of this Offering Circular or otherwise as of the date specifically referred to in connection with the particular information. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

We, having made all reasonable inquiries, confirm that this Offering Circular contains all information with respect to us, the Group and the Bonds, which are convertible into the Shares, which is material in the context of the issue and offering of the Bonds, that the information contained in this Offering Circular is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions expressed in this Offering Circular are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions. We accept responsibility accordingly. Statements contained in this Offering Circular as to the contents of any agreement or other document referred to in this Offering Circular may not set forth all of the terms and conditions of such agreements or other documents, and such statements are qualified by reference to the full text of each such agreement or other document. We have compiled all industry and market information and statistics contained in this Offering Circular from various published and private sources, which may be inconsistent with other information compiled elsewhere.

We have reproduced such information correctly in this Offering Circular but neither we, nor the Sole Manager, have independently verified the accuracy of any of such information and we accept responsibility only for accurately extracting information from such sources.

This Offering Circular has been prepared by us solely for use in connection with the proposed offering of the Bonds described in this Offering Circular. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by us, the Sole Manager, the Trustee and the Agents (each as defined in the "Terms and Conditions of the Bonds") to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds or the Shares deliverable upon conversion of the Bonds or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes.

The Bonds are offered in reliance upon certain exemptions from the registration requirements under the U.S. Securities Act for an offer and sale of securities that does not involve a public offering in the United States. This Offering Circular is personal to you and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Bonds. In making a purchase of the Bonds, you will be deemed to have made the acknowledgments, representations and agreements provided in the section of this Offering Circular entitled "Transfer Restrictions."

No person has been or is authorized to give any information or to make any representation concerning us, the Group, the Bonds or the Shares other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorized by us, the Sole Manager, the Trustee or the Agents. Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in our affairs, the affairs of our Group or any of us since the date hereof or create any implication that the information contained herein is correct as of any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, the Sole Manager, the Trustee or the Agents to subscribe for or purchase any of the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorized or is unlawful. This Offering Circular is not intended to invite offers to subscribe for or purchase Shares.

Singapore SFA Product Classification - In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer and the Guarantor have determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), that the Bonds are "prescribed capital markets products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

In making an investment decision regarding the Bonds, you must rely on your own examination of our Company and the terms of this offering, including the merits and risks involved. The contents of this Offering Circular are not to be considered as legal, business, financial or tax advice. You should consult your own counsel, accountants and other advisors as to legal, tax, business, financial and related aspects of a purchase of the Bonds. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted, by the Sole Manager, Trustee or the Agents or any of their respective affiliates, as to the accuracy or completeness of the information contained in this Offering Circular or any other information supplied in connection with the Issuer, our Company, the issue and offering of the Bonds or the Shares. None of the Sole Manager, the Trustee or the Agents has independently verified any of the information contained in this Offering Circular and none of them can give any assurance that this information is accurate, truthful or complete. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by us, the Group, the Sole Manager, the Trustee or the Agents that any recipient of this Offering Circular should purchase the Bonds. Each person receiving this Offering Circular acknowledges that such person has not relied on any of the Sole Manager, the Trustee or the Agents or any person affiliated with any of the Sole Manager, the Trustee or the Agents in connection with its investigation of the accuracy of such information or its investment decision. To the fullest extent permitted by law, none of the Sole Manager, the Trustee or the Agents accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Sole Manager, the Trustee, the Agents or the Registrar or on their behalf in connection with the Issuer, our Company, the issue and offering of theBonds or the Shares. The Sole Manager, the Trustee or the Agents accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement.

None of the Sole Manager, the Trustee or the Agents undertakes to review the financial condition or affairs of the Issuer or the Group after the date of this Offering Circular nor to advise any investor or potential investor in the Bonds of any information coming to the attention of any of the Sole Manager, the Trustee or the Agents. Except as otherwise indicated in this Offering Circular, all non-company specific statistics and data relating to the industry or to the economic development of China have been extracted or derived from publicly available information and industry publications. Such information has not been independently verified by the Issuer, the Group, the Trustee, the Agents or the Sole Manager or by their respective directors and advisers, and none of the Issuer, the Group, the Trustee, the Agents, the Sole Manager or their respective directors and advisers make any representation as to the correctness, accuracy or completeness of that information. In addition, third-party information providers may have obtained information from market participants and such information may have not been independently verified.

Each person receiving this Offering Circular acknowledges that: (i) such person has been afforded an opportunity to request from the Issuer and the Guarantor and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained herein; (ii) such person has not relied on the Sole Manager, the Trustee or the Agents or any person affiliated with any of them in connection with any investigation of the accuracy of such information or its investment decision; (iii) no person has been authorized to give any information or to make any representation concerning the Group, the Bonds, the Guarantee or the Shares (other than as contained herein and information given by the Issuer's or the Guarantor's duly authorized officers and employees in connection with investors' examination of the Group and the terms of the offering of the Bonds) and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Issuer, the Guarantor, the Sole Manager, the Trustee or the Agents; (iv) such person (and any nominee and any person on whose behalf such person is subscribing for the Bonds) is not a "connected person" (as defined in the Listing Rules) of the Issuer or the Guarantor, which includes but is not limited to any director, chief executive or substantial shareholder of the Issuer or the Guarantor or any of their respective subsidiaries or any associate of any of them within the meaning of the Listing Rules; and (v) such person (and any nominee and any person on whose behalf such person is subscribing for the Bonds) is, and will immediately after completion of the offering of the Bonds be, independent of and not acting in concert with, any of such connected persons in relation to the control of the Issuer or the Guarantor.

The laws of some jurisdictions may restrict the distribution of this Offering Circular and the offer and sale of the Bonds or the Shares. To purchase the Bonds, you must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or resell the Bonds or possess this Offering Circular. You must also obtain any consent, approval or permission required for your purchase, offer or sale of the Bonds under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or resale. None of the Issuer, our Company, the Sole Manager and our and its respective representatives is making any representation to you or any person regarding the legality of any investment in the Bonds, or the Shares, by you or any person under applicable legal investment or similar laws or regulations. This Offering Circular does not constitute an offer to sell to you or any person, or a solicitation of an offer from you or any person to buy any of the Bonds or the Shares, in any jurisdiction where it is unlawful to make such an offer or solicitation. This Offering Circular is not intended to invite offers to subscribe for or purchase Shares.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The Company's financial information as of and for the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020 have been extracted from the Company's consolidated financial statements as of and for the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020, which have been audited by Ernst & Young, Certified Public Accountants, Hong Kong. The consolidated financial statements for such periods are prepared in accordance with IFRS.

For the purpose of the offers and sales outside the United States in reliance on Regulation S under the Securities Act, Ernst & Young has acknowledged of the issue of this Offering Circular with the inclusion herein of, and all references to (i) its name and (ii) the Company's consolidated financial statements as of and for the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020, in the form and context in which they are respectively included in this Offering Circular.

In this Offering Circular, all references to the "Issuer" refer to Tequ Mayflower Limited; all references to "Group," "our Group," the "Company," "we," "us" and "our" refer to Hope Education Group Co., Ltd. and, as the context requires, its subsidiaries and Consolidated Affiliated Entities; all references to "USD", "US$" or "U.S. dollars" are to United States dollars, the legal currency of the United States; all references to "HK$" or "HK dollars" are to Hong Kong dollars, the legal currency of Hong Kong Special Administrative Region of the PRC; all reference to "RM" is to Malaysian Ringgit, the legal currency of Malaysia; all references to "RMB" or "Renminbi" are to Renminbi, the legal currency of the People's Republic of China; and all references to the "PRC" and "China" are to the People's Republic of China, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan. Unless otherwise stated in this Offering Circular, HK dollar amounts have been translated into U.S. dollars at an exchange rate of HK$7.7524 to US$1.00 for illustration purpose only. Renminbi amounts have been translated into U.S. dollars at an exchange rate of RMB6.8474 to US$1.00 for illustration purpose only. Malaysian Ringgit amounts have been translated into Renminbi at an exchange rate of MYR1.00 to RMB1.67 for illustration purpose only. You should not construe those exchange rates as representations that the HK dollars and Renminbi amounts could actually be converted into an U.S. dollar amounts, at the rates indicated, or at all. See "Exchange Rate Information" for details.

In making an investment decision, investors must rely upon their own examination of the Issuer, us, the terms of the offering of the Bonds and the financial information.

The statistics set forth in this Offering Circular relating to the PRC and the industries in which we operate were taken or derived from various government and private publications. Investors should note that no independent verification has been carried out on any facts or statistics that are directly or indirectly derived from official government and non-official sources. Neither we or the Sole Manager or any of its respective directors, officers, representatives or affiliates make any representation as to the accuracy of such statistics, which may not be consistent with other information compiled within or outside the PRC. Due to possible inconsistent collection methods and other problems, the statistics herein may be inaccurate and should not be unduly relied upon.

ENFORCEABILITY OF CIVIL LIABILITIES

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability and operate principally in the PRC. Because substantially all of our business is conducted, and substantially all of our assets are located, in the PRC, our operations are generally affected by and subject to the PRC legal system and PRC laws and regulations. We have been advised by Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, that it is uncertain whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Maples and Calder (Hong Kong) LLP has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in a federal or state court of the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

We have also been advised by our PRC counsel, Tian Yuan Law Firm, the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. On July 14, 2006, Hong Kong and China entered into the Arrangement between the Courts of the Mainland and Courts of the Hong Kong Special Administrative Region on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters Where the Parties Involved Have an Choice of Court Agreement, or the Arrangement. Pursuant to the Arrangement, a final judgment on civil or commercial matters entered by Hong Kong courts can be recognized and enforced in China by application to a competent court of China if the judgment awards monetary payment and the parties thereto have agreed in writing to submit the matter exclusively to Hong Kong courts for resolution. Similarly, a final judgment entered by courts of China on civil or commercial matters are enforceable in Hong Kong by application to a competent court of Hong Kong if the judgment awards monetary payment and the parties thereto have agreed in writing to submit the matter exclusively to courts of China for resolution. In January 2019, Hong Kong and China entered into another arrangement on court judgment recognition and enforcement-the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative

Region (ᗫ׵ʫήၾ࠰ಥतйБ݁ਜج৫޴ʝႩ̙ձੂБ͏ਠԫࣩ΁кӔٙτર') (the "New

Arrangement") - which no longer limits recognizable judgments to those granting monetary awards and whose parties have written and exclusive choice of forum agreement, but exclude eight types of proceedings from its coverage including bankruptcy proceedings, matrimonial proceedings, intellectual property cases, maritime law cases, etc. The New Arrangement has not come into effect; how it will be implemented remains uncertain.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that state our intentions, beliefs, expectations or predictions for the future that are, by their nature, subject to significant risks and uncertainties.

These forward-looking statements include, without limitation, statements relating to:

• our operations and business prospects;
• our business and operating strategies and our ability to implement such strategies;
• our ability to develop and manage our operations and business;
• our ability to maintain or increase student enrollment at our schools;
• our ability to maintain or increase tuition fees;
• our ability to maintain or increase utilization of our facilities;
• our capital expenditure programs and future capital requirements;
• our future general and administrative expenses;
• competition for, among other things, capital, technology and skilled personnel (including teaching staff);
• our ability to control costs;
• our dividend policy;
• general economic conditions;
• the actions and developments of our competitors;
• changes to regulatory and operating conditions in the industry and geographical markets in which we operate; and
• other factors beyond our control.

When used herein, the words "aim," "anticipate," "believe," "can," "could," "estimate," "expect," "going forward," "intend," "may," "ought to," "plan," "potential," "project," "prospects," "seek," "should," "sustain," "will," "would" and similar expressions, as they relate to the Issuer and our Group, are intended to identify these forward looking statements. All statements (other than statements of historical facts included in this Offering Circular), including statements regarding our strategy, plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements reflect the current views of our management as of the date of this Offering Circular with respect to future events and are subject to certain risks, uncertainties andassumptions, including the risk factors described under "Risk Factors" and elsewhere in this Offering Circular. One or more of these risks or uncertainties may materialize, or the underlying assumptions may prove to be incorrect. Actual results and events may differ materially from information contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove to be incorrect, our results of operations and financial condition may be adversely affected and may vary materially from those described herein as anticipated, believed or expected. Accordingly, such statements are not a guarantee of future performance and you should not place undue reliance on such forward-looking information. Moreover, the inclusion of forward-looking statements should not be regarded as representations by us that our plans and objectives will be achieved or realized.

Subject to the requirements of applicable laws, we undertake no obligation to update or otherwise revise any forward-looking statements contained in this Offering Circular, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Offering Circular might not occur in the way we expect or at all. All forward-looking statements contained in this Offering Circular are qualified by reference to this cautionary statement.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference in this Offering Circular:

(i) the audited consolidated financial statements of the Group (including the notes thereto) as of and for the years ended December 31, 2018 and 2019 and for the eight months ended August 31, 2020, which are contained in the annual reports of the Group for the years ended December 31, 2019 and 2020;

(ii) the audited consolidated financial statements of the INTI Group (including the notes thereto) as of and for the years ended December 31, 2017, 2018 and 2019, which are set out on pages 22 to 86 of "Appendix II - Accountant's Report of the Target Group" of the shareholder circular of the Group dated April 29, 2020; and

(iii) the unaudited pro forma financial information of the Group after acquiring INTI Group

(including the notes thereto) as of December 31, 2019, which are contained in "Appendix III - Unaudited Pro Forma Financial Information of the Enlarged Group" of the shareholder circular of the Group dated April 29, 2020 (the "INTI Pro Forma").

The INTI Pro Forma has been compiled by the directors to illustrate purpose only, to provide information about how the acquisition of 100% equity interest in INTI Group by the Company might have affected the financial position of the Group as of December 31, 2019 as if the acquisition had taken place on December 31, 2019. As part of this process, information about the Group's financial position has been extracted by the directors from the Group's financial statements for the year ended December 31, 2019, on which an audit report has been published. Since the INTI Pro Forma has not been audited or reviewed by the Company's auditor, Ernst & Young, the INTI Pro Forma should not be relied upon by potential investors to provide the same quality of information associated with financial statements that have been subject to an audit or review. Potential investors must exercise caution when using such data to evaluate our financial condition and results of operations. None of the Sole Manager, the Trustee or the Agents or any of their respective affiliates, directors, officersor advisers makes any representation or warranty, express or implied, regarding the sufficiency of such unaudited pro forma financial information for an assessment of, and potential investors must exercise caution when using such data to evaluate, our financial condition and results of operations.

Copies of these documents can be downloaded from the website of the Hong Kong Stock Exchange athttp://www.hkexnews.hkand the website of the Company at http://www.hopeedu.com/

(the other contents of these websites do not form part of this Offering Circular).

SUMMARY

This summary aims to give you an overview of the information contained in this Offering Circular. As it is a summary, it does not contain all the information that may be important to you.

You should read this entire Offering Circular carefully, including the "Risk Factors" section and the financial statements and related notes.

Overview

We are one of the largest private education groups in China with 194,554 students as of October 15, 2020. We are committed to providing quality education and professional training to students with an aim to equipping them with the knowledge and skills desired in employment markets. As of date of this Offering Circular, we own and operate 14 higher education schools and two technical colleges, including (i) one university, namely INTI International University of Malaysia; (ii) five undergraduate colleges, namely Southwest Jiaotong University Hope College, Jinci College of Shanxi Medical University, Business College of Guizhou University of Finance and Economics, College of Science and Technology of Guizhou University and Yinchuan University of Energy; (iii) eight junior colleges, namely Sichuan Tianyi College, Sichuan Hope Automotive Vocational College, Sichuan Vocational College of Culture & Communication, Guizhou Vocational Institute of Technology, Sichuan TOP IT Vocational Institute, Hebi Automotive Engineering Vocational College, Suzhou Top Institute of Information Technology and Nanchang Vocational Institute of Film and Television Communication; and (iv) two technical colleges, namely Sichuan Hope Automotive Technical College and Guizhou Technical College of Technology. With our established market position, rich experience in operating higher education schools and sophisticated centralized management model, we believe that we can capture consolidation opportunities in China's fragmented private higher education market and continue to achieve rapid development.

The enrollment rate of school-age population of higher education in China was far less than that in the developed countries in Europe and North America. Private higher education service providers are expected to satisfy the growing market demands and fill the gap of insufficient investment in public higher education as a result of the Chinese government's increasing support to private higher education in recent years. China's private higher education industry is fast-growing. At the same time, this market is highly fragmented and competitive. As a leader of China's private higher education industry, we believe that we have the first-mover advantage to expand school network, acquire and consolidate additional schools, increase our market share and capture the market growth opportunities.

We have successfully expanded our school network rapidly based on our strong capabilities of acquiring and establishing higher education institutions. We started to build our school network in Sichuan and have expanded to Guizhou and Shanxi. Since entering into higher education industry in 2008, we have increased the number of our schools providing higher education services to 14, including eleven acquired schools and three schools established by us. We also provide self-study examination services and adult education services through some of our schools. In addition to the abovementioned 14 higher education schools, we operate Sichuan Hope Automotive Technical College and Guizhou Technician College of Technology to provide technical education services. Benefited from such expansion, we have experienced a rapid growth. The total number of students at our schools increased from 140,125 for the 2019/2020 academic year (as of October 15, 2019) to

194,554 for the 2020/2021 academic year (as of October 15, 2020). In addition, our faculty members increased from 7,711 for the 2019/2020 academic year (as of December 31, 2019) to 8,484 for the 2020/2021 academic year (as of August 31, 2020).

In line with our commitment to students, we endeavor to enable students to become professional talent possessing knowledge and skills desired in employment market. We establish majors and curricula with a focus on applied technologies based on employment market demand and make job-oriented training a key part of our courses. Furthermore, we have close cooperation with corporations and institutions in various areas, such as establishment of major and curriculum, exchange programs of teachers and internship and simulation training. Such cooperation has complemented our classroom teaching, offered superior training opportunities for our students and improved our graduates' competitiveness in the employment market.

We have a sophisticated centralized management model. Our headquarter performs centralized management over logistics, supply and service procurement and infrastructure constructions of each school and is establishing a unified intelligent campus information system among our schools. Such centralized management enables us to control the operation costs while reducing operating risks. Our schools also share market demand, teaching resources, student recruitment experience and job placement resources. The synergy achieved by such resource sharing among schools underpins the further expansion of our school network. We established an education management committee at our headquarter, consisting of prestigious education experts, serving as a think tank on decision-making and supervision for education and school operations. This enables our schools to benefit from these experts' education management experience in their teaching activities and operations.

Our Competitive Strengths

We believe the following competitive strengths contribute to our success and differentiate us from our competitors:

• Leading position in China private higher education industry with strong brand recognition;
• Outstanding capabilities of acquiring and establishing schools;
• Sophisticated and efficient centralized management model;
• Market-oriented education services with balanced focus on theories and skills, providing students with good career prospects; and
• An experienced management team with proven track record and a high-quality teaching team.

Our Business Strategies

We aspire to provide more Chinese students with access to higher education and to become a world-renowned private higher education service provider. To achieve this goal, we plan to pursue the following business strategies:

• Continuing to promote the internal growth of our Company;
• Continuing to seek high-quality expansion opportunities while further expanding the development coverage based on students' needs;

• Continuing to attract, encourage and retain high-quality teachers, and enhance the support for the career development of teachers; and
• Further expanding school-enterprise collaboration and improve student employment rate.

THE OFFERING

The following is a general summary of the terms of the offering of the Bonds. This summary is partly derived from, and should be read in conjunction with, the full text of the Terms and Conditions (see "Terms and Conditions of the Bonds"), the Trust Deed and the Agency Agreement (both terms as defined in the "Terms and Conditions of the Bonds") relating to the Bonds. The Conditions, the Trust Deed and the Agency Agreement will prevail to the extent of any inconsistency with the terms set out in this summary. Defined terms used in this summary that are not defined herein shall have the meanings accorded to them in the Conditions.

Issuer	Tequ Mayflower Limited
Guarantor	Hope Education Group Co., Ltd.
Issue	US$350,000,000 Zero Coupon guaranteed convertible
bonds due 2026 convertible at the option of the holder
thereof into fully-paid ordinary shares of the Guarantor.
Shares	Ordinary shares of US$0.00001 each in the share capital
of the Guarantor.
Issue Price	100 per cent. of the principal amount of the Bonds.
Form and Denomination	The Bonds are issued in registered form in the
of the Bonds	denomination of US$200,000 each and integral multiples
of US$1,000 in excess thereof. The Bonds will upon issue
be initially represented by the Global Certificate which
will, on the Issue Date, be deposited with, and registered
in the name of a nominee of, a common depositary for
Euroclear SA/NV and Clearstream Banking S.A.
Guarantee	The due and punctual payment of all sums expressed to be
payable by the Issuer under the Trust Deed and the Bonds
and the performance of all of the Issuer's other obligations
under the Trust Deed and the Bonds will be
unconditionally and irrevocably guaranteed by the
Guarantor.
Interest	The Bonds do not bear interest save as provided in
Condition 7(E) of the Terms and Conditions.
Issue Date	March 2, 2021.
Maturity Date	March 2, 2026.
-4-

Negative Pledge

So long as any Bond remains outstanding, each of the Issuer and the Guarantor will not, and will ensure that none of its Subsidiaries (as defined in the Terms and Conditions) will, create, permit to subsist or arise or have outstanding, any mortgage, charge, pledge, lien or other encumbrance or other security interest securing any obligation of any person or any other arrangement with similar economic effect upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined in the Terms and Conditions), or any guarantee or indemnity in respect of any Relevant Indebtedness (as defined in the Terms and Conditions) without at the same time or prior thereto according to the Bonds the same security as is created or subsisting to secure any such Relevant Indebtedness (as defined in the Terms and Conditions), guarantee or indemnity equally and rateably or such other security as shall be approved by an Extraordinary Resolution of the Bondholders. See "Terms and Conditions of the Bonds - Covenants - Negative Pledge".

Status of the Bonds

Status of the Guarantee

The obligations of the Guarantor under the Guarantee shall, save for any obligations preferred by any applicable law, at all times rank at least equally with all of its other present and future senior, unsecured and unsubordinated obligations. See "Terms and Conditions of the Bonds - Status and Guarantee - Guarantee".

Taxation

All payments of principal and premium made by or on behalf of the Issuer (or, as the case may be, the Guarantor) under or in respect of the Bonds (or, in the case of the Guarantor, the Guarantee), the Trust Deed or the Agency Agreement will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands, the PRC or Hong Kong or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer (or, as the case may be, the Guarantor) shall pay Additional Tax Amounts (as defined in the Terms and Conditions) as will result in the receipt by the Bondholders of such amounts as would have been received by them had no such deduction or withholding been required, except in circumstances specified in Condition 9 of the Terms and Conditions. See "Terms and Conditions of the Bonds - Taxation".

Conversion Price

The Conversion Price will initially be HK$3.85 per Share, which will be subject to adjustments for, among other things, capitalisation of profits and reserves, capital distributions, rights issues, consolidation, subdivision, redesignation and reclassification of Shares, issuance of options, rights, warrants, further convertible or exchangeable bonds or Shares at beyond a certain discount to current market price and certain other dilutive events. See "Terms and Conditions of the Bonds - Conversion - Adjustments to Conversion Price".

Conversion Right and Period

Subject to and upon compliance with the Terms and Conditions, the Conversion Right (as defined in the Terms and Conditions) in respect of a Bond may be exercised, at the option of the holder thereof, at any time on or after April 12, 2021 (i) up to the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on the seventh day prior to the Maturity Date (both days inclusive) or (ii) if such Bond shall have been called for redemption by the Issuer before the Maturity Date, then up to the close of business (at the place aforesaid) on a date no later than seven days (both days inclusive and in the place aforesaid) prior to the date fixed for redemption thereof or (iii) if notice requiring redemption has been given by the holder of such Bond pursuant to Condition 8(D) or Condition 8(E) of the Terms and Conditions, then up to the close of business (at the place aforesaid) on the business day prior to the giving of such notice. See "Terms and Conditions of the Bonds - Conversion - Conversion Right".

Redemption at Maturity

Unless previously redeemed, converted or purchased and cancelled as provided in the Terms and Conditions of the Bonds, the Issuer will redeem each Bond at 105.11 per cent. of its principal amount on the Maturity Date. See "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Maturity".

Redemption for Taxation

Reasons

The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Bondholders in accordance with Condition 17 of the Terms and Conditions and in writing to the Trustee and the Principal Agent (which notice shall be irrevocable), at the Early Redemption Amount (as defined in the Terms and Conditions), if immediately prior to the giving of such notice, the Issuer determines and certifies to the Trustee (i) the Issuer (or if the Guarantee was called on, the Guarantor) has or will become obliged to pay Additional Tax Amounts (as defined in the Terms and Conditions) as a result of any change in, or amendment to, the laws or regulations of the PRC, the Cayman Islands or Hong Kong or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after February 22, 2021, and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it, provided that no Tax Redemption Notice (as defined in the Terms and Conditions) shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such Additional Tax Amounts (as defined in the Terms and Conditions) were a payment in respect of the Bonds then due. See "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Redemption for Taxation Reasons".

Bondholders' Tax Option

If the Issuer exercises its tax redemption right, each Bondholder shall have the right to elect that its Bonds shall not be redeemed. Upon a Bondholder electing not to have its Bonds redeemed in such circumstances, any payments due after the relevant date shall be made subject to any deduction or withholding of any tax required to be withheld or deducted. See "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Bondholders' Tax Option".

Redemption at the Option of the Issuer

On giving not less than 30 nor more than 60 days' notice to the Bondholders and to the Trustee and the Principal Agent in writing (which notice will be irrevocable), the Issuer may redeem all, but not some only, of the Bonds on the date specified in the Optional Redemption Notice (as defined in the Terms and Conditions) at Early Redemption Amount (as defined in the Terms and Conditions), (i) at any time after March 18, 2024 but prior to the Maturity Date, provided that the Closing Price of the Shares of the Guarantor, translated into U.S. dollars at the Prevailing Rate (as defined in the Terms and Conditions) applicable to the relevant Trading Day (as defined in the Terms and Conditions), for 20 out of 30 consecutive Trading Days prior to the date upon which notice of such redemption is published was at least 130 per cent. of the applicable Early Redemption Amount divided by the Conversion Ratio (as defined in the Terms and Conditions) in effect on such Trading Day (as defined in the Terms and Conditions) or (ii) at any time if, immediately prior to the date the relevant Optional Redemption Notice is given, Conversion Rights shall have been exercised and/or purchases (and corresponding cancelations) and/or redemptions effected in respect of 90 per cent. or more in principal amount of the Bonds originally issued (which shall for this purpose include any further bonds issued in accordance with Condition 15 of the Terms and Conditions and consolidated and forming a single series therewith). See "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Redemption at the Option of the Issuer".

Redemption at the Option of the Bondholders

On March 2, 2024, each Bondholder will have the right to require the Issuer to redeem all or some only of the Bonds of such Bondholder at 103.04 per cent. of the principal amount upon giving notice (together with the Certificate evidencing the Bonds to be redeemed) not more than 60 days and not less than 30 days prior to March 2, 2024. See "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Redemption at the Option of the Bondholders".

Redemption for Relevant Event

Each Bondholder shall have the right, at such holder's option, to require the Issuer to redeem all or some only of such Bondholder's Bonds on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at the Early Redemption Amount (as defined in the Terms and Conditions).

A" Relevant Event" occurs:

(i) when the Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 14 consecutive Trading Days on the Hong Kong Stock Exchange or, if applicable, the Alternative Stock Exchange (as defined in the Terms and Conditions); or

(ii) when there is a Change of Control (as defined in the Terms and Conditions); or

(iii) when less than 25 per cent. of the Guarantor's total number of issued Shares are held by the public (as interpreted under LR8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited); or

(iv) when (a) there is any change in or amendment to the laws, regulations and rules of the PRC or the official interpretation or official application thereof (a "change in law") that results in (x) the Guarantor, its Subsidiaries and its consolidated affiliated entities (collectively, the "Group") (as in existence immediately subsequent to such change in law), as a whole, being legally prohibited from operating substantially all of the business operations conducted by the Group (as in existence immediately prior to such change in law) as of the last date of the period described in the Guarantor's consolidated financial statements for the most recent fiscal year or half year and (y) the Guarantor being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group (as in existence immediately prior to such change in law) in the same manner as reflected in the Guarantor's consolidated financial statements for the most recent fiscal year or half year and (b) the Guarantor has not furnished to the Trustee, prior to the date that is 6 months after the date of the change in law, an opinion from an independent financial adviser or an independent legal counsel addressed to the Trustee stating either (x) that the Guarantor is able to continue to derive substantially all of the economic benefits from the business operations conducted by the Group (as in existence immediately prior to such change in law), taken as a whole, as reflected in the Guarantor's consolidated financial statements for the most recent fiscal year or half year (including after giving effect to any corporate restructuring or reorganization plan of the Group) or (y) that such change in law would not materially adversely affect the Issuer's and the Guarantor's ability to make principal payments on the Bonds when due or to convert the Bonds in accordance with the Terms and Conditions. See "Terms and Conditions of the Bonds - Redemption, Purchase and

Cancellation - Redemption for Relevant Event".

Events of Default

If any of the events set out in "Terms and Conditions of the Bonds - Events of Default" occurs, the Trustee at its discretion may, and if so requested in writing by the Bondholders holding not less than 25 per cent. in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution (as defined in the Trust Deed) shall (subject in any such case to being indemnified and/or secured and/or prefunded by the Bondholders to its satisfaction), give notice to the Issuer and the Guarantor that the Bonds are, and they shall accordingly thereby become, immediately due and repayable at the Early Redemption Amount (as defined in the Terms and Conditions). See "Terms and Conditions of the Bonds - Events of Default".

Share Ranking

The Shares to be issued upon exercise of Conversion Rights will be fully paid and will in all respects rank pari passu with the fully paid Shares in issue on the relevant Registration Date except for any right excluded by mandatory provisions of applicable law. Save as set out in the Terms and Conditions of the Bonds, a holder of Shares issued on conversion of the Bonds shall not be entitled to receive any rights, the record date for which falls prior to the relevant Registration Date. See "Terms and Conditions of the Bonds - Conversion".

Further Issues

The Issuer may from time to time, without the consent of the Bondholders, create and issue further bonds having the same terms and conditions as the Bonds in all respects (or in all respects except for the issue date and the timing for the making of the NDRC Post-issue Filing) and so that such further issue shall be consolidated and form a single series with the Bonds. See "Terms and Conditions of the Bonds - Further Issues".

Clearance

The Bonds will be cleared through Euroclear and Clearstream. Euroclear and Clearstream each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book entry transfer between their respective account holders.

Governing Law

The Bonds and any non-contractual obligations arising out of or in connection with them will be governed by and will be construed in accordance with English law.

Jurisdiction

The courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Bonds.

Letter Agreement Authorizing

Stock Borrow

Hope Education Investment Limited, an existing shareholder of the Guarantor (the "Lender"), has entered into a letter agreement authorizing stock borrow with Credit Suisse AG, Hong Kong Branch (the "Borrower") dated February 22, 2021 (the "Letter Agreement Authorizing Stock Borrow"), pursuant to which the Lender will lend, in aggregate, 500,000,000 shares to the Borrower, for the purposes of facilitating stock lending by the Borrower and/or its affiliates to investors in the Bonds.

Concurrent Placement

On or about the date of the Subscription Agreement, the Guarantor has entered into a placing and subscription agreement with, among others, Credit Suisse (Hong Kong) Limited, pursuant to which Credit Suisse (Hong Kong) Limited shall procure purchasers for an equity placement of up to a maximum number of 680,000,000 Shares at a placement price of HK$2.80 (the "Concurrent Placement"). The Concurrent Placement was conducted concurrently with the Offering and closing of the Concurrent Placement is expected to occur on February 25, 2021. The completion of the issuance of the Bonds and the Concurrent Placement are not inter-conditional.

Legal Entity Identifier

549300AGQHZ6WI0L1W93.

ISIN

XS2307183694.

Common Code

230718369.

Listing and Trading of the

Bonds and the Shares

Application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds to Professional Investors only and formal permission is expected to become effective on or about March 3, 2021. Application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Shares arising on conversion of the Bonds. It is expected that dealing in, and listing of, such Shares on the Hong Kong Stock Exchange will commence when they are issued.

Trustee

The Bank of New York Mellon, London Branch

Principal Agent

The Bank of New York Mellon, London Branch

Registrar and Transfer Agent

The Bank of New York Mellon SA/NV, Luxembourg Branch

Selling Restrictions

There are restrictions on the offer, sale and transfer of the Bonds in, among others, the United States, the United Kingdom, Hong Kong, Singapore, Japan, the PRC, the European Economic Area - PRIIPS and the Cayman Islands. For a description of the selling restrictions on offers, sales and deliveries of the Bonds, see "Plan of Distribution".

Global Certificate

For as long as the Bonds are represented by the Global Certificate and the Global Certificate is deposited with a common depository, payments of principal and premium (if any) in respect of the Bonds represented by the Global Certificate will be made without presentation and, if no further payment falls to be made in respect of the Bonds, against surrender of the Global Certificate to or to the order of the Principal Agent or such other Paying Agent as shall have been notified to Bondholders for such purpose. The Bonds which are represented by the Global Certificate will be transferable only in accordance with the rules and procedures for the time being of the relevant clearing system.

Use of Proceeds

For a description of the use of proceeds of this Offering, see "Use of Proceeds".

Risk Factors

For a discussion of certain factors that should be considered in evaluating an investment in the Bonds, see "Risk Factors".

Issuer and Guarantor Lock-up

Subject to certain exceptions, each of the Issuer and the Guarantor has agreed in the Subscription Agreement, and the Guarantor has undertaken in the placing and subscription agreement with the Sole Manager that, as applicable, that neither the Issuer, the Guarantor, any member of the Group or any person acting on their behalf will (i) issue, offer, sell, pledge, contract to sell or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any interest in any Shares or securities of the same class as the Bonds or the Shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Bonds, the Shares or securities of the same class as the Bonds or the Shares or other instruments representing interests in the Bonds, the Shares or other securities of the same class as them, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the Shares, (iii) enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (i), (ii) or (iii) is to be settled by delivery of Shares or other securities, in cash or otherwise or (iv) announce or otherwise make public an intention to do any of the foregoing, in any such case without the prior written consent of the Sole Manager between the date of the Subscription Agreement and the date which is 90 calendar days after the Issue Date (both dates inclusive). See "Plan of Distribution".

Shareholder Lock-up

Subject to certain exceptions, our Shareholder, Hope Education Investment Limited has agreed that neither it nor any companies or their subsidiaries over which it exercises direct or indirect management or voting control, nor any person acting on its or their behalf will, for a period commencing from the date of the Subscription Agreement to 90 calendar days after the Issue Date, without the prior written consent of the Sole Manager, (i) issue, offer, sell, pledge, contract to sell or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any interest in any Lock-up Shares (as defined in the Subscription Agreement) or securities of the same class as the Lock-up Shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Lock-up Shares or securities of the same class as Lock-up Shares or other instruments representing interests in Lock-up Shares or other securities of the same class as them, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of Lock-up Shares, (iii) enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (i), (ii) or (iii) is to be settled by delivery of Lock-up Shares or other securities, in cash or otherwise or (iv) announce or otherwise make public an intention to do any of the foregoing. See "Plan of Distribution".

SUMMARY FINANCIAL INFORMATION OF OUR COMPANY

The following summary historical consolidated statement of profit or loss and other comprehensive income for the years ended December 31, 2018 and 2019 and eight months ended August 31, 2020 and the summary historical consolidated statements of financial position as of December 31, 2018 and 2019 and August 31, 2020 have been derived from and should be read in conjunction with, and are qualified in their entirety by reference to, the consolidated financial information incorporated by reference in this Offering Circular. Our historical operating results are not necessarily indicative of future operating results. Our financial information has been prepared in accordance with IFRS.

As the academic year of our domestically-operated schools in the PRC ends in August every year, to facilitate schools' management and preparation of the consolidated financial statements of our Group and to better reflect our operational results for the financial year, on March 25, 2020, our Board has resolved to change the end date of the financial year of our Company from December 31 to August 31 for the convenience of aligning our end date of the financial year with the academic year of domestically-operated schools of our Group in the PRC.(1)

See "Presentation of Financial and Other Information" in this Offering Circular.

Note:

(1) 2020 fiscal year is the first financial year after the change of financial year end date. After the change of financial year, the whole year of the new financial year will be from September 1 to August 31 next year. Due to the periodic nature of formal educational services ran by us, no tuition fees are generated in the spring and summer holidays in February, July and August each year, so the data for the eight-month period from January 1, 2020 to August 31, 2020 and for the twelve-month period from January 1, 2019 to December 31, 2019 are not comparable, and without predictability from an analysis of obvious trends.

Therefore, in order to understand our operating positions for the new financial year clearly, please refer to the below unaudited financial information for the twelve months commencing from September 1, 2019 to August 31, 2020 and the unaudited financial information for the twelve months commencing from September 1, 2018 to August 31, 2019 for the period-on-period comparison.



Revenue . . . . . . . . . . . . . . . . . . .	1,079.31	1,568.12
Gross profit . . . . . . . . . . . . . . . .	504.05	777.38
Adjusted gross profit . . . . . . . . . . .	507.79	822.36
Adjusted gross profit margin . . . . . .	47.0%	52.4%
Netprofit ..................	341.88	456.45
Adjusted net profit . . . . . . . . . . . .	358.14	575.78
Adjusted net profit margin . . . . . . .	33.2%	36.7%
-16-

For the Twelve Months Ended
August 31,
2019 2020	Change	Change
(in millions of (in millions of	(in millions of
RMB) RMB)	RMB)	(percentage)
488.81	45.3%
273.33	54.2%
314.57	61.9%
-	5.4%
114.57	33.5%
217.64	60.8%
-	3.5%

Summary consolidated statement of profit or loss and other comprehensive income

Eight Months

Year Ended December 31,
Ended August 31,
2018 2019	2020
RMB'000 RMB'000	RMB'000

Revenue ............................	1,029,523	1,331,375	872,075
Costofsales .........................	(562,286)	(656,873)	(494,464)
Grossprofit .........................	467,237	674,502	377,611
Otherincomeandgains ................	211,510	253,628	129,745
Gain on a bargain purchase . . . . . . . . . . . . .	-	27,256	-
Sellingexpenses ......................	(20,804)	(45,283)	(41,279)
Administrative expenses . . . . . . . . . . . . . . . .	(267,452)	(172,401)	(113,600)
Otherexpenses .......................	(27,965)	(16,459)	(42,644)
Finance costs . . . . . . . . . . . . . . . . . . . . . . . .	(201,172)	(170,681)	(143,940)
Share of profits/(losses) of a
joint venture . . . . . . . . . . . . . . . . . . . . . . .	(1,858)	5,177	(144)
Profitbeforetax ......................	159,496	555,739	165,749
Income tax credit/(expense) . . . . . . . . . . . . .	7,841	(65,708)	(46,400)
Profit for the period . . . . . . . . . . . . . . . . . . .	167,337	490,031	119,349
Total comprehensive income
for the period . . . . . . . . . . . . . . . . . . . . . .	167,337	490,031	119,349
Profit and total comprehensive
income attributable to:
OwnersoftheCompany ................	167,916	489,872	119,224
Non-controlling interests . . . . . . . . . . . . . . .	(579)	159	125
167,337	490,031	119,349
Earnings per share attributable to ordinary
equity holders of the Company:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	RMB0.030	RMB0.073	RMB0.018
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . .	RMB0.028	RMB0.072	RMB0.017
-17-

Summary consolidated statements of financial position

Non-current assets

As of December 31, 2018 2019 RMB'000 RMB'000

As of August 31, 2020 RMB'000

Property, plant and equipment . . . . . . . . . . . . .	3,448,267	4,563,972	5,065,150
Right-of-useassets .....................	-	1,163,340	1,319,119
Prepaid lease payments . . . . . . . . . . . . . . . . . .	590,015	-	-
Goodwill .............................	481,143	590,456	590,456
Amounts due from related parties . . . . . . . . . .	-	275,110	288,556
Otherintangibleassets ..................	133,596	218,976	212,291
Investment in a joint venture . . . . . . . . . . . . . .	-	196,242	196,098
Prepayments, deposits and other receivables . .	466,225	224,815	335,857
Restrictedbankbalance ..................	-	108,787	179,851
Pledged deposits . . . . . . . . . . . . . . . . . . . . . . .	-	-	268,000
Deferredtaxassets .....................	-	1,404	2,424
Totalnon-currentassets ..................	5,119,246	7,343,102	8,457,802
Current assets
Trade receivables . . . . . . . . . . . . . . . . . . . . . .	-	3,714	27,953
Prepayments, deposits and other receivables . .	128,729	720,787	909,135
Amounts due from related parties . . . . . . . . . .	4,314	30,868	56,052
Structureddeposits .....................	-	1,002,967	-
Other financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . . .	-	9,310	5,000
Restrictedbankbalance ..................	-	50,000	50,000
Pledged deposits . . . . . . . . . . . . . . . . . . . . . . .	-	-	15,700
Cashandcashequivalents ................	3,038,905	1,690,419	2,894,437
Totalcurrentassets .....................	3,171,948	3,508,065	3,958,277
Current liabilities
Contractliabilities ......................	590,785	806,431	403,620
Trade payables . . . . . . . . . . . . . . . . . . . . . . . .	-	33,610	37,573
Other payables and accruals . . . . . . . . . . . . . .	637,459	1,137,501	1,307,621
Leaseliabilities ........................	-	27,825	28,965
Deferredincome .......................	9,407	32,545	37,683
Interest-bearing bank and other borrowings . . .	526,680	1,003,293	1,443,333
Amounts due to related parties . . . . . . . . . . . .	52,953	30,763	21,694
Taxespayable .........................	34,053	65,203	87,759
Total current liabilities . . . . . . . . . . . . . . . . . .	1,851,337	3,137,171	3,368,248
Net current assets .....................	1,320,611	370,894	590,029
Total assets less current liabilities ........	6,439,857	7,713,996	9,047,831
-18-

As of December 31,
As of August 31,
2018 2019	2020
RMB'000 RMB'000	RMB'000

Non-current liabilities
Deferredincome .......................	658,083	1,072,673	1,252,665
Interest-bearing bank and other borrowings . . .	1,605,052	1,593,599	1,670,072
Deferred tax liabilities . . . . . . . . . . . . . . . . . . .	10,154	5,889	5,687
Leaseliabilities ........................	-	132,662	120,129
Other payable . . . . . . . . . . . . . . . . . . . . . . . . .	6,416	343,885	312,861
Total non-current liabilities . . . . . . . . . . . . . . .	2,279,705	3,148,708	3,361,414
Net assets ............................	4,160,152	4,565,288	5,686,417
Equity
Equity attributable to owners of
the Company:
Issuedcapital .........................	454	454	493
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4,156,816	4,561,763	5,682,728
4,157,270	4,562,217	5,683,221
Non-controlling interests . . . . . . . . . . . . . . . . .	2,882	3,071	3,196
Totalequity ...........................	4,160,152	4,565,288	5,686,417
-19-

SUMMARY FINANCIAL INFORMATION OF INTI GROUP

The following summary historical consolidated financial information as of December 31, 2017, 2018 and 2019 and for each of the years ended December 31, 2017, 2018 and 2019 has been derived from the audited consolidated financial statements of INTI Group incorporated by reference in this Offering Circular. INTI Group's operating results for the years ended December 31, 2017, 2018 and 2019 are not necessarily indicative of the results to be expected for any future periods.

This information is only a summary and should be read in conjunction with the historical consolidated financial statements of INTI Group. See "Documents Incorporated by Reference" in this Offering Circular.

Summary consolidated income statements

Year Ended December 31,

2017	2018	2019
RM'000	RM'000	RM'000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	300,697	300,339	287,668
Otheroperatingincome ......................	189	615	679
Changesininventories ......................	19	(81)	(26)
Staffcosts ................................	(123,895)	(128,733)	(134,077)
Depreciation and amortization . . . . . . . . . . . . . . . . .	(15,754)	(15,770)	(20,000)
Advertising and marketing expenses . . . . . . . . . . . .	(23,018)	(26,301)	(26,215)
Maintenance and utilities expenses . . . . . . . . . . . . .	(23,065)	(26,404)	(22,784)
Rentalexpenses ............................	(4,662)	(4,211)	-
Management fees . . . . . . . . . . . . . . . . . . . . . . . . . .	(15,475)	(4,436)	-
Networkandroyaltyfees ....................	(12,775)	(13,102)	(11,946)
Legalandprofessionalfees ...................	(3,293)	(2,674)	(2,770)
Travelandentertainment .....................	(3,571)	(2,966)	(2,964)
Other operating expenses . . . . . . . . . . . . . . . . . . . .	(54,347)	(43,863)	(38,363)
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21,050	32,413	29,202
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(2,451)	(2,058)	(2,918)
Interestincome ............................	3,157	2,358	2,282
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . .	21,756	32,713	28,566
Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(7,788)	(11,724)	(8,595)
Netprofitfortheyear .......................	13,968	20,989	19,971
Attributable to:
Owners of the Target Company . . . . . . . . . . . . . .	14,906	22,075	21,217
Non-controlling interests . . . . . . . . . . . . . . . . . . .	(938)	(1,086)	(1,246)
13,968	20,989	19,971
-20-

Summary consolidated statements of financial positionYear Ended December 31,

2017	2018	2019
RM'000	RM'000	RM'000
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . . . . .	254,461	252,191	236,560
Right-of-useassets .........................	-	-	23,187
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . .	11,535	11,519	12,290
Investmentproperties .......................	9,500	9,500	9,500
Deferredtaxassets .........................	14,670	10,227	12,065
Contractcostassets .........................	3,504	3,504	3,401
Loan to intermediate holding company . . . . . . . . . .	17,364	-	-
311,034	286,941	297,003
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	160	79	53
Contractcostassets .........................	1,752	1,752	1,701
Receivables, deposits and prepayments . . . . . . . . . .	18,830	10,981	12,233
Loantoafellowsubsidiary ...................	23,437	-	-
Loan to intermediate holding company . . . . . . . . . .	-	18,205	-
Taxrecoverable ............................	10,429	12,637	12,219
Cash and bank balances . . . . . . . . . . . . . . . . . . . . .	28,661	48,403	56,100
83,269	92,057	82,306
Totalassets ...............................	394,303	378,998	379,309
Equity
Sharecapital ..............................	252,010	252,010	252,010
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(50,019)	(27,673)	(34,144)
Equity attributable to:
Owners of the Target Company . . . . . . . . . . . . . .	201,991	224,337	217,866
Non-controlling interests . . . . . . . . . . . . . . . . . . .	(4,443)	(5,529)	(6,775)
Totalequity ...............................	197,548	218,808	211,091
Non-current liabilities
Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	626	590	590
Payablesandaccruals .......................	17,708	15,398	-
Contractliabilities ..........................	956	1,132	1,166
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . .	28,307	27,764	29,807
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7,913	7,362	3,693
Leaseliabilities ............................	-	-	26,401
55,510	52,246	61,657
-21-

Year Ended December 31,

2017	2018	2019
RM'000	RM'000	RM'000
Current liabilities
Payablesandaccruals .......................	99,870	71,383	69,406
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,299	2,575	2,173
Leaseliabilities ............................	-	-	4,690
Contractliabilities ..........................	34,614	29,537	25,776
Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . .	4,462	4,449	4,516
141,245	107,944	106,561
Totalliabilities ............................	196,755	160,190	168,218
Totalequityandliabilities ....................	394,303	378,998	379,309
-22-

SUMMARY UNAUDITED INTI PRO FORMA FINANCIAL INFORMATION

This summary unaudited INTI Pro Forma financial information, comprising the unaudited pro forma consolidated statement of assets and liabilities of our Group after acquiring INTI Group as of December 31, 2019, has been prepared by the directors of the Company and is solely prepared for the purpose to illustrate the effect of the proposed acquisition of 100% equity interest in the INTI Group to our Group as if the acquisition has been completed on December 31, 2019.

The unaudited INTI Pro Forma financial information is prepared based on (i) the audited consolidated statement of financial position of our Group as of December 31, 2019, and (ii) the audited consolidated statement of financial position of the INTI Group as of December 31, 2019, after making certain pro forma adjustments that are (i) directly attributable to the acquisition, and (ii) factually supportable.

The unaudited INTI Pro Forma financial information is prepared based on a number of assumptions, estimates, uncertainties and currently available information, and is provided for illustrative purposes only. As a result of the hypothetical nature of the unaudited INTI Pro Forma financial information, it may not give a true picture of the actual financial position of our Group after acquiring INTI Group that would have been attained had the acquisition been completed on December 31, 2019. Furthermore, the unaudited INTI Pro Forma financial information does not purport to predict our future financial position. The unaudited INTI Pro Forma financial information should be read in conjunction with the financial information of the Group and that of the INTI Group, and other relevant financial information.

Our Group as of	INTI Group as of	Pro forma
December 31, 2019	December 31, 2019	enlarged group
RMB'000	RMB'000	RMB'000	RMB'000	RMB'000
Non-current assets
Property, plant and equipment . .	4,563,972	395,055	316,021	-	5,275,048
Right-of-use assets . . . . . . . .	1,163,340	38,722	-	-	1,202,062
Goodwill ..............	595,820	-	-	-	595,820
Amounts due from related
parties . . . . . . . . . . . . . .	275,110	-	-	-	275,110
Other intangible assets . . . . . .	218,976	20,524	346,015	-	585,515
Investment properties . . . . . . .	-	15,865	-	-	15,865
Investment in a joint venture . .	196,242	-	-	-	196,242
Prepayments, deposits and other
receivables . . . . . . . . . . .	224,815	-	-	-	224,815
Restricted bank balance . . . . .	108,787	-	-	-	108,787
Deferred tax assets . . . . . . . .	1,404	20,149	-	-	21,553
Contract cost assets . . . . . . . .	-	5,680	-	-	5,680
Total non-current assets . . . . .	7,348,466	495,995	-	-	8,506,497

Pro forma adjustments

Pro forma enlarged group

RMB'000	RMB'000
Current assets
Inventories . . . . . . . . . . . . .	-	89	-	-	89
Contract cost assets . . . . . . . .	-	2,841	-	-	2,841
Trade receivables . . . . . . . . .	3,714	-	-	-	3,714
Prepayments, deposits and other
receivables . . . . . . . . . . .	720,787	20,429	-	-	741,216
Amounts due from related
parties . . . . . . . . . . . . . .	30,868	-	-	-	30,868
Structured deposits . . . . . . . .	1,002,967	-	-	(922,050)	80,917
Other financial assets at fair
value through profit or loss . .	9,310	-	-	-	9,310
Restricted bank balance . . . . .	50,000	-	-	-	50,000
Tax recoverable . . . . . . . . . .	-	20,406	-	-	20,406
Cash and cash equivalents . . . .	1,690,419	93,687	(24,505)	(34,150)	1,725,451
Total current assets . . . . . . . .	3,508,065	137,452	-	-	2,664,812
Current liabilities
Contract liabilities . . . . . . . .	806,431	43,046	-	-	849,477
Trade payables . . . . . . . . . . .	33,610	-	-	-	33,610
Other payables and accruals . . .	1,142,865	115,908	-	-	1,258,773
Lease liabilities . . . . . . . . . .	27,825	7,832	-	-	35,657
Deferred income . . . . . . . . . .	32,545	-	-	-	32,545
Interest-bearing bank and other
borrowings . . . . . . . . . . .	1,003,293	3,629	-	-	1,006,922
Amounts due to related parties .	30,763	-	-	-	30,763
Taxes payable . . . . . . . . . . .	65,203	7,542	-	-	72,745
Total current liabilities . . . . . .	3,142,535	177,957	-	-	3,320,492
Net current assets/
(liabilities) ...........	365,530	(40,505)	-	-	(655,680)
Total assets less current
liabilities ............	7,713,996	455,490	-	-	7,850,817

RMB'000

Pro forma
enlarged group
RMB'000	RMB'000	RMB'000
Non-current liabilities
Provision . . . . . . . . . . . . . .	-	985	-	-	985
Contract liabilities . . . . . . . .	-	1,947	-	-	1,947
Deferred income . . . . . . . . . .	1,072,673	-	-	-	1,072,673
Interest-bearing bank and other
borrowings . . . . . . . . . . .	1,593,599	6,167	-	-	1,599,766
Deferred tax liabilities . . . . . .	5,889	49,778	45,168	-	100,835
Lease liabilities . . . . . . . . . .	132,662	44,090	-	-	176,752
Other payable . . . . . . . . . . .	343,885	-	-	-	343,885
Total non-current liabilities	3,148,708	102,967	-	-	3,296,843
Net Assets .............	4,565,288	352,523	-	-	4,553,974
Equity
Equity attributable to owners of
the Company:
Issued capital . . . . . . . . . . .	454	420,857	(420,857)	-	454
Reserves . . . . . . . . . . . . . .	4,561,763	(57,020)	(899,180)	956,200	4,561,763
4,562,217	363,837	-	-	4,562,217
Non-controlling interests . . . .	3,071	(11,314)	-	-	(8,243)
Total equity . . . . . . . . . . . .	4,565,288	352,523	-	-	4,553,974

RMB'000

DEFINITIONS

In this Offering Circular, unless the context otherwise requires, the following expressions shall have the following meanings.

"2018 Pre-IPO Share Option	the 2018 pre-IPO share option scheme conditionally approved
Scheme"	and adopted by our Shareholders on March 18, 2018 for the
benefit of, amongst others, our directors, senior management,
employees, advisors, consultants, distributors, contractors,
customers, suppliers, agents, business partners, joint venture
business partners and service providers
"affiliate(s)"	with respect to any specified person, any other person, directly
or indirectly, controlling or controlled by or under direct or
indirect common control with such specified person
"Articles of Association" or	the articles of association of our Company conditionally
"Articles"	adopted on July 14, 2018 and effective on August 3, 2018, as
amended from time to time
"Business College of Guizhou	Business College of Guizhou University of Finance and
University of Finance and	Economics (൮ψৌ຾ɽኪਠਕኪ৫), a college established
Economics"	under the laws of PRC in 2004, acquired by us in April 2014
and approved by the MOE to be operated under the cooperation
between Guizhou University and us in September 2014
"business day"	a day (other than a Saturday or a Sunday) on which banks in
Hong Kong are open for normal banking business
"BVI"	the British Virgin Islands
"Cayman Companies Act" or	the Companies Act (As Revised) of the Cayman Island as
"Companies Act"	amended, supplemented or otherwise modified from time to
time
"CEL Maiming"	Shanghai CEL Maiming Investment Centre (Limited
Partnership) (ɪऎΈછ௥ჼҳ༟ʕː(ϞࠢΥྫ)), a limited
partnership established under the laws of PRC on February 27,
2015
"College of Science and	The College of Science and Technology of Guizhou University
Technology of Guizhou	(൮ψɽኪ߅Ҧኪ৫), a college established under the laws of
University"	PRC in May 2001, approved by the MOE to be operated under
the cooperation between Guizhou University and a third party
in December 2014
-26-

"Company," "our Company" or "the Company"

Hope Education Group Co., Ltd. (Ҏૐ઺ԃණྠϞࠢʮ̡), an exempted company incorporated in the Cayman Islands with limited liability on March 13, 2017

"Consolidated Affiliated

Entity(ies)"

"Contractual Arrangements"

the entities that we control through the Contractual Arrangements which comprised, as of the date of this Offering Circular, Hope Education, Southwest Jiaotong University Hope College, Business College of Guizhou University of Finance and Economics, Jinci College of Shanxi Medical University, Sichuan Vocational College of Culture & Communication, Sichuan Tianyi College, Guizhou Vocational Institute of Technology, Sichuan Hope Automotive Technical College, Sichuan Hope Automotive Vocational College, Sichuan TOP Education Co., Ltd., Sichuan TOP IT Vocational Institute, Suzhou Top Institute of Information Technology, Kunshan Gongmao Technical School and Business School, Hebi Automotive Engineering Vocational College, Yinchuan University of Energy, Vocational-technical Training Center of Yinchuan University, Yinchuan Vocational School of Science and Technology, and Ningxia Modern Senior Technical School the series of contractual arrangements entered into by WFOE, our Consolidated Affiliated Entities and the Registered Shareholders (as the case may be) pursuant to which we have control over, and are entitled to variable returns from our management of and involvement with, our Consolidated Affiliated Entities, and have the ability to affect such variable returns through our control over such Consolidated Affiliated Entities

"Controlling Shareholders"

has the meaning ascribed thereto under the Listing Rules and, in the context of this Offering Circular, refers to the group of controlling shareholders of our Company, namely Hope Education Investment Limited, Maysunshine Limited, Tequ Group A Limited, Tequ Group (Hong Kong) Company Limited, Tequ Group Limited, Shanghai Yi Zeng Management Co., Ltd. (ɪऎɔᄣ၍ଣϞࠢʮ̡), Sichuan Tequ Investment, West Hope, Sichuan Puhua Agricultural Technology Development Limited (̬ʇ౷ശุ༵߅Ҧ೯࢝Ϟࠢʮ̡), Chen Yuxin (௓ԃ อ), Zhao Guiqin (Ⴛ࣭ೞ), Zhang Qiang (ੵ੶), Wang Degen (ˮᅃ࣬), Tang Jianyuan (ࡥ਄๕), Liu Birong (ᄎ၀࢙), Wang Qiang (ˮ੶), Lan Hai (ᚆऎ), Zeng Zheng (ಀ͍), Zhou Xingbang (մጳᏍ), Wang Xiaoguo (ˮѽ਷), Xiao Song (ӽ੩), Mei Shaofeng (ૠୗቜ), Wang Huiwu (ӓሾ؛) and Fu Wenge

(˹˖ࠧ)

"DingLi"

DingLi Corp., Ltd. (मऎ˰ߏཻл߅Ҧٰ΅Ϟࠢʮ̡), a joint stock limited company established in the PRC, whose A shares have been listed on the Shenzhen Stock Exchange (stock code: 300050)

"DingLi Group"

DingLi and its subsidiaries

"DingLi Subscription"

the proposed subscription of 171,000,000 new A shares of DingLi by Sichuan Tequ Mayflower pursuant to the DingLi Subscription Agreement

"DingLi Subscription Agreement"

the subscription agreement dated October 12, 2020 entered into between Sichuan Tequ Mayflower and DingLi in relation to the DingLi Subscription

"EIT"

the enterprise income tax of the PRC

"EIT Law"

the PRC Enterprise Income Tax Law (ʕശɛ͏΍ձ਷Άุה ੻೼ج') issued on March 16, 2007 and its implementation rules issued on December 6, 2007, both effective from January 1, 2008

"Foreign Investment Law"

the Foreign Investment Law of the People's Republic of China (ʕശɛ͏΍ձ਷̮ਠҳ༟ج'), which was promulgated by the Standing Committee of the National People's Congress on March 15, 2019, and came into effect on January 1, 2020

"Guangwei Qinghe"

Shanghai Guangwei Qinghe Investment Centre (Limited Partnership) (ɪऎΈฆڡΥҳ༟ʕː(ϞࠢΥྫ)), a limited partnership established under the laws of PRC on January 12, 2016

"Guizhou Vocational Institute of

Technology"

Guizhou Vocational Institute of Technology (൮ψᏐ͜Ҧஔᔖุ ኪ৫), a college established by us under the laws of PRC in March 2016

"Group," "our Group," "the

Group," "we," "us" or "our"

our Company, its subsidiaries and the Consolidated Affiliated Entities from time to time, or, where the context so requires in respect of the period before our Company became the holding company of our present subsidiaries, the entities which carried on the business of the present Group at the relevant time

"Hebi Automotive Engineering

Vocational College"

Hebi Automotive Engineering Vocational College (ᚲኣӛԓʈ ೻ᔖุኪ৫), a college established under the laws of PRC in August 2001, acquired by us in August 2019.

"HK$" or "HK dollar(s)"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" or "HK"

the Hong Kong Special Administrative Region of the PRC

"Hope Education"

Sichuan Hope Education Industry Group Limited (̬ʇҎૐ઺ ԃପุණྠϞࠢʮ̡) (formerly known as Sichuan Mayflower Investment Company Limited (̬ʇʞ˜ڀҳ༟Ϟࠢʮ̡), Sichuan Hope Mayflower Investment Limited (̬ʇҎૐʞ˜ڀ ҳ༟Ϟࠢʮ̡) and Sichuan Hope Education Industry Company Limited (̬ʇҎૐ઺ԃପุϞࠢʮ̡)), a limited liability company established under the laws of PRC on January 12, 2005

"IFRS"

"independent third party(ies)"

the International Financial Reporting Standards, as issued from time to time by the International Accounting Standards Board an individual or a company who or which is not a director, chief executive or substantial shareholder of our Company or any of our subsidiaries, or an associate of any of such director, chief executive or substantial shareholder

"INTI Education Holdings"

INTI Education Holdings Sdn. Bhd.

"INTI Group"

INTI Education Holdings and its subsidiaries which are principally engaged in the operation of one university and five colleges in Malaysia, including INTI International University Nilai, INTI College Nilai, INTI International College Subang, INTI International College Penang, INTI College Sabah and INTI International College Kuala Lumpur

"Jinci College of Shanxi Medical

University"

Jinci College of Shanxi Medical University (ʆГᔼ߅ɽኪࣜॗ ኪ৫), a college established under the laws of PRC in June 2002, acquired by us in April 2014, and approved by the MOE to be operated under the cooperation between Shanxi Medical University and us in August 2014

"Kunshan Gongmao Technical

School and Business School"

Kunshan Gongmao Technical School and Business School (׺ ʆʈ൱Ҧʈኪࣧ), a school established under the laws of PRC as secondary vocational technical school in September 2018

"Law for Promoting Private

Education"

the Law for Promoting Private Education of the PRC (ʕശɛ ͏΍ձ਷͏፬઺ԃڮආج') issued by the Standing Committee of the National People's Congress, effective from September 1, 2003 and last amended on December 29, 2018

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

"Malaysia"	The Federation of Malaysia
"Memorandum" or	the memorandum of association of our Company conditionally
"Memorandum of Association"	adopted on July 14, 2018 and effective on August 3, 2018, as
amended from time to time
"MOE"	the Ministry of Education of the PRC (ʕശɛ͏΍ձ਷઺ԃ௅)
"MOFCOM"	the Ministry of Commerce of the PRC (ʕശɛ͏΍ձ਷ਠਕ௅)
"National People's Congress"	National People's Congress of the PRC (ʕശɛ͏΍ձ਷Ό਷ɛ
͏˾ڌɽึ)
"NDRC"	the National Development and Reform Commission of the PRC
(ʕശɛ͏΍ձ਷਷࢕೯࢝ձҷࠧ։ࡰึ)
"Ningxia Modern Senior	Ningxia Modern Senior Technical School (ྐྵࢀତ˾৷ॴҦʈኪ
Technical School"	ࣧ), a technician training school established under the laws of
PRC in December 2016
"PBOC"	the People's Bank of China
"PRC" or "China"	the People's Republic of China. Except where the context
requires otherwise, references in this Offering Circular to the
PRC or China exclude Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
"PRC Company Law"	the Company Law of the PRC (ʕശɛ͏΍ձ਷ʮ̡ج), as
enacted by the Standing Committee of the Eighth National
People's Congress on December 29, 1993 and effective on July
1, 1994, and subsequently amended on December 25, 1999,
August 28, 2004, October 27, 2005, December 28, 2013 and
October 26, 2018, as amended, supplemented or otherwise
modified from time to time
"PRC government" or "Chinese	the central government of the PRC, including all governmental
government"	subdivisions (including provincial, municipal and other
regional or local government entities)
"Registered Shareholders"	shareholders of Hope Education, namely Sichuan Tequ
Investment, Chengdu Mayflower Investment Management
Limited (ϓேʞ˜ڀҳ༟၍ଣϞࠢʮ̡ ), CEL Maiming,
Guangwei Qinghe and Zhuhai Maiwen
"Regulation S"	Regulation S under the U.S. Securities Act
"RM"	Malaysian Ringgit, the lawful currency of Malaysia
-30-
"RMB" or "Renminbi"	Renminbi yuan, the lawful currency of the PRC
"SAFE"	the State Administration of Foreign Exchange of the PRC (ʕശ
ɛ͏΍ձ਷਷࢕̮ි၍ଣ҅), the PRC government authority
responsible for matters relating to foreign exchange
administration
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO" or "Securities and Futures	the Securities and Futures Ordinance (Chapter 571 of the Laws
Ordinance"	of Hong Kong), as amended and supplemented from time to
time
"Shanghai Shurui"	Shanghai Shurui Investment Consultant Limited (ɪऎബ๿ҳ༟
ፔ༔Ϟࠢʮ̡), a company incorporated in PRC on February
29, 2008 and our wholly-owned subsidiary
"Share(s)"	shares with a nominal value of US$0.00001 each in the capital
of our Company
"Shareholder(s)"	holder(s) of Share(s)
"Sichuan Hope Automotive	Sichuan Hope Automotive Technical College (̬ʇҎૐӛԓҦ
Technical College"	ࢪኪ৫), a college established by us under the laws of PRC in
July 2016
"Sichuan Hope Automotive	Sichuan Hope Automotive Vocational College (̬ʇҎૐӛԓᔖ
Vocational College"	ุኪ৫), a college established by us under the laws of PRC in
March 2013
"Sichuan Tequ Investment"	Sichuan Tequ Investment Group Limited (̬ʇतᚨҳ༟ණྠϞ
ࠢʮ̡), a limited liability company established under the laws
of PRC on June 28, 2005
"Sichuan Tequ Mayflower" or	Sichuan Tequ Mayflower Education Management Co., Ltd. (̬
"Tequ Mayflower WFOE"	ʇतᚨʞ˜ڀ઺ԃ၍ଣϞࠢʮ̡), a company established in the
PRC with limited liability and a wholly-foreign owned
enterprise of Hope Education Group (Hong Kong) Company
Limited
"Sichuan Tianyi College"	Sichuan Tianyi College, a college established and named as
Sichuan Tianyi Open College (̬ʇ˂ɓක׳Ռબආࡌኪ৫ )in
1991, approved by the State Education Commission (currently,
the MOE) to be a formal junior-college-level higher education
institution in 1994 and acquired by us in September 2011
-31-

"Sichuan TOP IT Vocational

Institute"

Sichuan TOP IT Vocational Institute (̬ʇϖ౷ڦࢹҦஔᔖุኪ ৫), a college established by Sichuan TOP Education Co., Ltd. (̬ʇϖ౷઺ԃٰ΅Ϟࠢʮ̡) in June 2000 and acquired by us in December 2017

"Sichuan Vocational College of

Culture & Communication"

Sichuan Vocational College of Culture & Communication (̬ʇ ˖ʷෂదᔖุኪ৫), a college established as a higher vocational college in 2005 and acquired by us in March 2014

"Sole Bookrunner" and "Sole

Manager"

"Southwest Jiaotong University

Hope College"

Credit Suisse (Hong Kong) Limited

Southwest Jiaotong University Hope College (ГیʹஷɽኪҎ ૐኪ৫), a college approved by the MOE to be established under the cooperation between Southwest Jiaotong University, West Hope and us in April 2009

"STA"

the State Taxation Administration of the PRC (ʕശɛ͏΍ձ਷ ਷࢕೼ਕᐼ҅)

"State Council"

the State Council of the PRC (ʕശɛ͏΍ձ਷਷ਕ৫)

"Stock Exchange" or "Hong

Kong Stock Exchange"

"Suzhou Top Institute of

Information & Technology"

The Stock Exchange of Hong Kong Limited

Suzhou Top Institute of Information & Technology (ᘽψϖ౷ڦ ࢹᔖุҦஔኪ৫), a college established as higher vocational college in 2003 and acquired by us in August 2019

"U.S." or "United States"

"U.S. Securities Act"

the United States of America, its territories and possessions, any State of the United States and the District of Columbia the United States Securities Act of 1933, as amended, supplemented or otherwise modified from time to time, and the rules and regulations promulgated thereunder

"USD," "US$" or "U.S. dollars"

"VAT"

United States dollars, the lawful currency of the United States the value added tax of the PRC

"VIE(s)"

variable interest entity(ies)

"Vocational-technical Training

Center of Yinchuan University"

Vocational-technical Training Center of Yinchuan University (ვʇɽኪᔖุҦঐ੃৅ʕː), a training center established under the laws of PRC in August 2001

"West Hope"

Chengdu West Hope Group Limited (ϓேശГҎૐණྠϞࠢʮ ̡), a company established in the PRC with limited liability on September 1, 1997, which holds 55% of the shares of Sichuan Tequ Investment

"WFOE"

Horgos Tequ Mayflower Information Technology Co., Ltd. (ᎍ ဧ؈౶तᚨʞ˜ڀڦࢹ߅ҦϞࠢʮ̡), a company established in the PRC with limited liability on January 19, 2018 and our wholly-owned subsidiary

"Yinchuan University of Energy"

Yinchuan University of Energy (ვʇঐ๕ኪ৫), a college established under the laws of PRC in August 2001 and acquired by us in August 2019

"Yinchuan Vocational School of

Science and Technology"

Yinchuan Vocational School of Science and Technology (ვʇ ߅Ҧᔖุኪࣧ), a school established under the laws of PRC as secondary vocational school in October 2017

"Zhuhai Maiwen"

Zhuhai Maiwen Investment Centre (Limited Partnership) (मऎ ௥ْҳ༟ʕː(ϞࠢΥྫ)), a limited partnership established under the laws of PRC on May 19, 2017

"%"

per cent

The English translation of the PRC entities, enterprises, nationals, facilities, regulations inChinese or another language included in this Offering Circular is for identification purposes only.

GLOSSARY OF TECHNICAL TERMS

This glossary of technical terms contains terms used in this Offering Circular in connection with us. As such, these terms and their meanings may not correspond to standard industry meanings or usages of these terms

"academic year" or "school year"

the school year for all of our schools, which generally starts on or around September 1 of each calendar year and ends on June 30 of the next calendar year

"adult education"

a format of formal education, which includes a series of education from primary education to higher education for adults. While adult education is also a part of formal education according to MOE's classification, the higher education for adults is not covered in the discussion of higher education in this Offering Circular

"compulsory education"

grade one to grade nine education, which all citizens in China must receive, according to the Compulsory Education Law of the PRC

"COVID-19"

Coronavirus Disease 2019, refers to an infectious respiratory and vascular disease caused by a newly discovered coronavirus that was first reported in December 2019 and has rapidly spread across China and around the world

"formal education"

a format of education in the PRC for which the curriculum is designed and delivered based on the predetermined teaching program of administrative authorities on education. After graduation, students will be granted with official certificates or diplomas

"high schools"

schools that provide education for students in grade ten through grade twelve

"higher education"

an optional final stage of formal learning that occurs after secondary education, which is delivered at undergraduate colleges or junior colleges that are able to award official academic degrees or diplomas. The discussion of higher education in this Offering Circular does not cover self-study examination services, adult education services and technical education services, which are categorized as other education services

"independent college"

a PRC higher education institution that is run by non-government institution(s) or individual(s) based on cooperation with a public university or college

"junior college"

colleges providing three-year post-high school formal education upon completion of which, a junior college degree will be granted. Junior college students may continue their education by enrolling in a two-year program and transferring some or all of the credits earned at the junior college toward the degree requirements of the undergraduate degree

"middle schools"

schools that provide education for students in grade seven through nine

"National Higher Education

Entrance Exam"

also known as the National Higher Education Entrance Examination or "Gaokao," an academic examination held annually in the PRC. It is a prerequisite for entrance into almost all higher education institutions at the undergraduate level in the PRC

"public schools"

schools administered governments

bylocal,provincialornational

"private schools"

schools which are not administered by local, provincial or national governments

"private higher education institution"

a PRC higher education institution that is operated by non-governmental entity(ies) or individual(s) and has open admission and enrollment to the public. It is able to offer junior college, undergraduate and graduate courses

"school sponsor"

the individual(s) or group(s) that funds or holds interests in an education institution

"secondary education"

generally includes middle school education and high school education from grade seven through grade twelve

"self-study examination education"

a format of higher education which combines self-study of students and examination administered by government agencies to grant students diplomas after meeting certain requirements in thesis defense, English test, etc.

"technical college"

a college providing technical education, which shall meet several establishment standards, such as the school scale, the total value of equipment for practice and experiment, the educational background, the professional qualification, the work duration of the principal and the number of cooperative enterprises according to the Notice of Ministry of Human Resources and Social Security about Issuing the Establishment Standards of Technical Schools

"technical education"

a format of post-high school or post-middle school vocational education for certain school years and aiming at cultivating technicians with practical labor skills

"undergraduate college"

an institution of higher education in China providing undergraduate and/or postgraduate education to over 5,000 full-time students, including universities, colleges and independent colleges

"university"

an institution of higher education in China providing undergraduate education and postgraduate education to over 8,000 full-time students, more than 5% of which are postgraduate students

RISK FACTORS

Investing in the Bonds involves risks, and you should carefully consider the risks described below before making an investment decision. The following describes some of the significant risks that could affect us and the value of the Bonds. Some risks may be unknown to us and other risks, currently believed to be immaterial, could be material. All of these could materially and adversely affect our business, financial condition, results of operations and prospects. The market price of the Bonds could decline due to any of these risks and investors may lose all or part of their investment. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described below and elsewhere in this Offering Circular. In addition, you should also carefully consider all of the information.

Risks Relating to Our Business and Industry

Our business and results of operations depend on the level of tuition and boarding fees we are able to charge and our ability to maintain and raise tuition and boarding fee levels.

One of the most significant factors affecting our profitability is the tuition and boarding fees we charge at our schools. For the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020, tuition fees represented 83.0%, 82.1% and 84.9% of our total revenue, respectively, and boarding fees represented 8.3%, 7.7% and 6.6% of our total revenue, respectively. Our tuition and boarding fee rates are primarily determined based on, among other things, the regulation and guidance of local educational authority as well as relevant government pricing authority, the demand for our educational programs, the cost of our operations, the geographic markets where we operate our schools, our pricing strategy and general economic conditions in China and the areas in which our schools are located.

Our tuition rates are also generally subject to the approval from or filing with the relevant government pricing authorities in the areas where we operate. In recent years, PRC pricing authorities have gradually loosened controls over tuition fees and boarding fees, but certain limits such as price ceilings still exist in certain provinces. See "Business - Tuition fees and boarding fees" for more information.

There is no assurance that we will be able to maintain or raise the tuition and boarding fee level we charge at our schools in the future due to various reasons, including the failure to obtain necessary approvals, or even if we are able to maintain or raise the tuition and boarding fee level, we cannot assure you that we will be able to attract prospective students to apply for our schools at such increased fee rates. Our business, financial condition and results of operations may be materially and adversely affected if we fail to maintain or raise the tuition and boarding fee level or attract sufficient prospective students.

Furthermore, some of our students may experience financial difficulties in paying tuition and boarding fees. If such students are unable to make full payments in a timely manner, we may have to recognize impairment losses on trade receivables, which could have a material and adverse impact on our financial condition and results of operations.

The private higher education business is relatively new and may not gain wide acceptance in China.

Our future success is highly dependent on the acceptance, development and expansion of the market for private education services in China. The private educational service market began to develop in the early 1990s and has grown significantly due to favorable policies enacted by the PRC government. In 1997, the State Council of the PRC promulgated the first regulation to promote the private education industry in China. However, providing private education services for the purpose of seeking reasonable returns was only permitted in China until 2003 when the Law for Promoting Private Education of the PRC (ʕശɛ͏΍ձ਷͏፬઺ԃڮආج') became effective.

The development of the private education industry has been accompanied by significant press coverage and public debate concerning the management and operations of private schools and institutions. There remains considerable uncertainty as to acceptance of private higher education in China. At the school operation level, we need to compete for quality students and teachers with government-operated education institutions. These institutions in general have traditionally enjoyed better acceptance and preferential government policies than private education institutions in China. Though recent education reforms have enabled private education institutions to compete on a more level playing field with government-operated institutions, we cannot assure you that further policy reforms will continue to be conducive to the development of private education in China. If the private education business model fails to gain attraction or wide acceptance among the general public in China, especially among students and their parents, or if the regulatory environment otherwise becomes less favorable in the future, we may be unable to grow our business as expected.

We face intense competition in the higher education industry in China, which could lead to adverse pricing pressure, reduced operating margins, loss of market share, departures of qualified employees and increased capital expenditure.

The higher education sector in China is rapidly evolving, highly fragmented and competitive, and we expect competition in this sector to persist and intensify. We compete with other public and private undergraduate colleges and junior colleges that offer higher education programs. We compete with these schools in a range of aspects, including the quality of program and curriculum offerings, expertise and reputation of teachers, tuition and boarding fee levels, future employment rate, as well as school location and condition of facilities.

Our competitors may offer similar or superior curriculums, school support and marketing approaches, with different pricing and service packages that may have greater appeal than our offerings. In addition, some of our competitors may have more resources than we do and may be able to devote greater resources than we can to the development and promotion of their schools and respond more quickly than we can to changes in student demands, testing materials, admissions standards, market needs or new technology. In particular, public schools may enjoy preferential treatments from government authorities, such as government subsidies and tax exemptions, and may be able to offer quality educational programs at lower prices than we do. In addition, the public education system in China continues to improve in terms of resources, admission policies and teaching quality and approaches, which may lead to increased competition for us. If public schools relax their admission limitations, offer more diversified curriculums or improve their campus facilities, they may become more attractive to students and student enrollment at our schools may decrease.

As a result, we may be required to increase capital expenditure in response to competition in order to retain or attract students or pursue new market opportunities. If we are unable to successfully compete for new students, maintain or increase our tuition or boarding fee level, generate sufficient revenue to support our operations, attract and retain competent teachers or other key personnel, enhance the quality of our educational services or control costs of our operations, our business, financial condition and results of operations may be materially and adversely affected.

We may not be able to execute our growth strategies successfully or effectively manage our growth, which may hinder our ability to capitalize on new business opportunities.

We have experienced steady growth and expansion since our inception. We plan to leverage our existing operations and resources to further expand our school network in China by acquiring and establishing additional schools. In addition, we plan to further increase the capacity and improve the utilization rate of our existing schools. For more information, see "Business - Our Business Strategies." However, we may not succeed in executing our growth strategies due to a number of factors, including failure to do the following:

• increase student enrollment at our existing schools;
• the results of combining our newly acquired schools;
• admit all qualified students who would like to enroll at our schools due to capacity constraints of our school facilities;
• identify cities with sufficient growth potential to establish new schools;
• identify suitable acquisition targets;
• effectively execute our expansion plans;
• acquire or lease suitable land sites in the cities to which we plan to expand our operations;
• obtain the licenses and permits from government authorities that are required to open new schools at our desired locations;
• obtain government support or to partner with local governments in the cities where we already have schools or in the cities or areas to which we plan to expand our operations;
• further promote ourselves in existing markets or effectively market our schools or brand in new markets;
• replicate our successful growth model in new regions or markets;
• effectively integrate any future acquisitions into our Group;

• continue to enhance our course materials or adapt our course materials to changing student needs and teaching methods;
• follow the expected timetable with respect to acquisition and development of new schools; and
• achieve the benefits we expect from our expansion.

Our expansion plans and the increase in student enrollment may result in substantially higher demands for resources such as teachers, facilities and management personnel, make it more difficult for us to maintain the teaching quality and study environment of our schools and require our management to devote significantly more time and resources to manage our operations. To support our growth, we may also need to incur significant expenditures for, among other things, management and staff recruitment, facilities maintenance and expansion, and the construction and operation of new schools. We may not be able to secure adequate funding to fund our planned operations. See "- We may not be able to secure additional funding to fund our planned operations." Furthermore, we may evaluate and consider strategic investments, combinations, acquisitions or alliances with other businesses. These transactions could have a material impact on our financial condition and results of operations if consummated and we may be unable to obtain the benefits or avoid the difficulties and risks of such transactions, which may result in investment losses.

If we fail to successfully execute our growth strategies and effectively manage our growth, we may not be able to maintain our growth rate and, as a result, our business, financial condition and results of operations may be materially and adversely affected.

We may not be able to successfully execute our plan to establish a university in the United States.

We plan to establish a residential university authorized to grant undergraduate degrees in computer science and business management in the State of California, the United States.

We have no prior experience establishing and/or operating schools in the United States and may encounter barriers upon entry, including failure to obtain relevant regulatory approvals, which may result in delay or inability to carry out our overseas expansion plan. We plan to hire local administrators but we cannot assure you that we will be able to identify suitable candidates or that we will be able to work effectively with them. It may also prove more difficult than expected to attract students due to our lack of market recognition in the region. As of the date of this Offering Circular, we are still awaiting the approval of The Bureau for Private Post-secondary Education for the establishment of a school in California, and in the process of searching for appropriate school premises as well as suitable management for the operation of the new university in California.

Furthermore, costs incurred may exceed our expectations and we may need to make additional investment. We may not be able to generate sufficient revenue to justify the investment made and we cannot ensure you that establishment of such university abroad will be successful.

We may not be able to successfully integrate businesses that we acquire, which may cause us to lose the anticipated benefits from such acquisitions and to incur significant additional expenses.

As of the date of this Offering Circular, eleven out of our 16 schools were acquired. One of our growth strategies is to grow our business by acquiring additional schools. For more information, see "Business - Our Business Strategies - Continuing to seek high-quality expansion opportunities while further expanding the development coverage based on students' needs." However, we may face challenges in integrating business operations and management philosophies of acquired schools. The benefits from future acquisitions depend in significant part on our ability to effectively integrate the management, operations, technology and personnel of the acquired schools. The acquisition and integration of acquired schools is a complex, time-consuming and expensive process that, without proper planning and implementation, could significantly disrupt our business operations and reputation. The main challenges involved in integrating acquired schools including:

• retaining qualified teaching staff and sufficient management personnel;
• consolidating educational services offered by the acquired schools;
• integrating information technology platforms and administrative infrastructure;
• minimizing the diversion of our management's attention from ongoing business concerns; and
• ensuring and demonstrating to our students and their parents that the new acquisitions will not result in any adverse changes to our established brand image, reputation, teaching quality or standards.

In particular, we entered into acquisition agreements with INTI Education Holdings and DingLi in March 2020 and October 2020, respectively, and these two acquisitions were completed in September 2020 and January 2021, respectively. There can be no assurance that we will be able to manage INTI Group's and DingLi Group's business or successfully integrate their business with our existing operations without substantial costs, delays or other operational or financial problems. In addition, we cannot assure you that we will be able to maintain and grow our revenues and operating margins of the combined business, realize cost synergies with INTI Group's and DingLi Group's services and operations, or that we will be able to retain all of their existing students and employees.

Following the completion of acquisitions, the size of our business is significantly larger. Therefore, our ability to successfully manage our expanded business depends, in part, upon management's ability to design and implement strategic initiatives that address not only the integration of the two discrete companies, but also the increased scale and scope with associated increased costs and complexity. There can be no assurances that the integration will be successful or that we will realize the expected operational efficiencies, cost savings and other benefits currently anticipated from the acquisitions. If we are unable to successfully manage the new business, we will not be able to generate sufficient revenue to offset the acquisition costs that we have incurred, which would have a material adverse effect on our business, financial condition and results of operations.

Furthermore, we may not successfully integrate our operations and the operations of the schools we acquired in a timely manner, or at all, and we may not realize the anticipated benefits or synergies of the acquisitions to the extent, or in the timeframe we anticipated, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully establish new schools pursuant to our proposed timeline or at all.

We intend to continue to expand our school network by establishing new schools in China. Successful establishment of a new school depends on various factors, including obtaining financing, completing the construction of school campus, buildings and facilities, receiving government approvals, licenses and permits, recruitment of qualified teachers and staff and recruitment of students, many of which are out of our control. We may be unable to establish new schools according to our proposed timeline or at all if we encounter difficulties with any of the factors affecting the establishment of a new school and our business, financial condition and results of operations may be materially and adversely affected.

We cannot guarantee that any strategic transactions to which we are or may become a party, including acquisitions, divestitures, investments or alliances, will be successful.

We may seek to supplement our internal growth strategy through various strategic transactions, including acquisitions, divestitures, investments and alliances. The success of any acquisition, investment or alliance may be affected by a number of factors, including our ability to properly assess and value the potential business opportunity or to successfully integrate any business we may acquire into our existing business. From time to time we also receive third-party indications of interest with respect to the purchase of certain of our operations, which may be significant to our business, financial condition and results of operations. Any such divestitures could affect our value and the value of the consolidated company. Although we are not currently a party to any binding agreements or letters of intent with respect to any such transaction, we could enter into agreements or letters of intent with respect thereto at any time. These strategic transactions are inherently risky and may require significant effort and management attention. There can be no assurance as to the likelihood or terms of any future transactions or that any past or future transaction will be successful.

We are subject to uncertainties brought by the Amendment of Law for Promoting Private Education of the PRC and the MOJ Draft for Comments.

The Amendment of Law for Promoting Private Education of the PRC

Our business is regulated by, among others, the Law for Promoting Private Education of the PRC. On November 7, 2016, the Decision of the Standing Committee of the National People's Congress on Amending the Law for Promoting Private Education of the PRC (Ό਷ɛ͏˾ڌɽึ ੬ਕ։ࡰึᗫ׵ࡌҷ<ʕശɛ͏΍ձ਷͏፬઺ԃڮආج>ٙӔ֛') (the "Amendment ") was promulgated by Order No. 55 of the President of the PRC and came into force on September 1, 2017. The Amendment classifies private schools into non-profit schools and for-profit schools by whether they are established and operated for profit-making purposes. The school sponsors of private schools may in their own discretion choose to establish non-profit or for-profit private schools, but it is not allowed to establish for-profit private schools that are engaged in compulsory education.

As of the date of this Offering Circular, the implementation rules for the Amendment have been consecutively promulgated by competent government authorities in Sichuan, Guizhou, Shanxi, Jiangsu and Ningxia and required private schools established before November 7, 2016 or September 1, 2017, as the case may be, to complete their choice and registration as non-profit schools or for-profit schools. As of the date of this Offering Circular, we had not registered our schools as non-profit or for-profit private schools under the Amendment. The election to register our schools as a non-profit or for-profit private school may have a material impact on our business, financial condition and results of operations, of which we are currently not in a position to accurately assess due to the absence of any detailed implementation rules that have yet to be promulgated by the relevant local governments under the Amendment. There are a number of key differences between a non-profit private school and a for-profit private school under the framework of the Amendment, some of which may result in significant changes to the competitive landscape among private schools. In particular, a for-profit private school may determine the level of its schools fees based on its operating conditions, while that of a non-profit private school is subject to standards stipulated by local governments, and a non-profit private school may receive additional support from the government than a for-profit private school.

However, there are uncertainties regarding the interpretation and enforcement of the Amendment and relevant regulations by government authorities. PRC government authorities may further formulate regulations to implement the Amendment. It remains uncertain as to whether such implementation regulations could have any material adverse impact on our business. In particular, there is also significant uncertainty as to tax or other preferential treatments that our schools can enjoy (as non-profit private schools or for-profit schools which we choose to register) after the implementation rules for the Amendment and the relevant regulations come into force. Should we fail to fully comply with the Amendment or any relevant regulations as interpreted by the relevant government authorities, we may be subject to administrative fines or penalties or other negative consequences which could materially and adversely affect our brand name and reputation, and our business, financial condition and results of operations.

The MOJ Draft for Comments

On August 10, 2018, the Ministry of Justice ("MOJ") of the PRC issued the Draft Revision of the Regulations on the Implementation of the Law for Promoting Private Education of the PRC (the Draft for Examination and Approval) (ʕശɛ͏΍ձ਷͏፬઺ԃڮආجྼ݄ૢԷ(ࡌࠈণࣩ)(৔ᄲ ᇃ)') (the "MOJ Draft for Comments"). The MOJ Draft for Comments further promotes the development of private education by providing that a private school shall enjoy rights or preferential policies stipulated by laws equivalent to those applicable to a public school, which shall primarily include: (i) a non-profit private school shall enjoy the same tax policies as that enjoyed by a public school and the relevant tax concession, and a for-profit school shall enjoy tax preferential treatments and other preferential policies applied to industries encouraged by the state for development, of which the specific provisions shall be formulated jointly by the administrative department for finance, taxation and other relevant administrative departments of the State Council; and (ii) the local people's governments shall grant preferential treatments in terms of land use by means of allocation in accordance with the principle of treating non-profit private schools equally as public schools, and for schools that provide education for preschool and academic credentials, may provide lands by means of bid invitation, auction or listing, assigning contracts, long-term lease or combination of sale as well as rental, and may give appropriate preferential treatment on charges for the assignment or rental of land, and may permit payment in instalments.

The MOJ Draft for Comments stipulates further provisions of the operation and management of private schools, such as our schools. Among other things, (i) a non-profit private school shall use the accounts filed with the competent authorities for charging fees and financial transactions, and a for-profit private school shall deposit the income into a specific settlement account of its own; (ii) a private school shall conduct any connected transactions in a manner that is open, justified and fair and shall establish disclosure mechanisms for such transactions. Any agreement involving material interests or any long-term and recurring agreement entered into between a non-profit private school and its connected party shall be reviewed and audited by the relevant government authorities in terms of necessity, legitimacy and compliance; and (iii) the registered capital of a for-profit private school providing higher diploma education shall be no less than RMB0.2 billion. With respect to requirement (ii) above, our Contractual Arrangements may be regarded as connected transactions of our private schools and we may incur substantial compliance costs for establishing disclosure mechanisms and undergoing reviewing and audit by the relevant government authorities. Such process may not be in our control and may be highly complicated and burdensome and may divert management attention. Government authorities may, during their review and audit process, compel us to make modifications to our Contractual Arrangements for whatever reason, which may in turn adversely affect the operation of our Contractual Arrangements. Government authorities may find that one or more agreements underlying our Contractual Arrangements do not comply with applicable PRC laws and regulations and may subject us to severe penalties, resulting in material adverse impact on our operation and financial condition.

The MOJ has not provided the timeframe for the promulgation of the implementation rules on the Law for Promoting Private Education of the PRC. As of the date of this Offering Circular, no implementation rules on the Law for Promoting Private Education of the PRC have been promulgated. Uncertainties exist with respect to the interpretation of the MOJ Draft for Comments and we cannot assure you that the implementation of the MOJ Draft for Comments by the competent authorities will not deviate from our current understanding or interpretation of it.

Furthermore, the MOJ Draft for Comments may also impact our ability to undertake mergers and acquisitions of non-profit private schools in the PRC. Among other things, if the rules are eventually adopted in the current form of the MOJ Draft for Comments and we seek to acquire a non-profit school, the school may be required to be converted to a for-profit school prior to our completion of the acquisition; and we may also be required to comply with the local implementation rules, and increase the registered capital of the school to the requisite RMB0.2 billion amount (if applicable). We therefore cannot assure you that we will be able to successfully identify and complete the acquisition of suitable acquisition targets in the PRC, which may have a material adverse effect on our business, financial condition, future prospects and results of operations.

Uncertainties exist with respect to the interpretation and enforcement of new and existing laws and regulation. We are still unable to predict or estimate the potential costs and expenses in choosing and adjusting our structure. We may incur significant administration and financial costs when we are required to complete the re-registration process, which may materially and adversely affect our business, financial condition and results of operations. We cannot assure you that the implementation of the relevant rules and regulations by the competent authorities will not deviate from what we were given to understand.

We may not be able to register the independent colleges as for-profit private schools or complete relevant procedures or obtain the government registrations under the current form of the MOJ Draft for Comments.

Pursuant to the MOJ Draft for Comments, public schools shall not invest or participate in investing for-profit private schools while public schools are permitted to participate in investing non-profit private schools subject to the satisfaction of certain requirements. See "- We are subject to uncertainties brought by the Amendment of Law for Promoting Private Education of the PRC and the MOJ Draft for Comments" above for details. If the Revision of the Implementation Rules on the Law for Promoting Private Education of the PRC (ʕശɛ͏΍ձ਷͏፬઺ԃڮආجྼ݄ૢԷ(ࡌࠈ ণࣩ)') are eventually adopted in the current form of the MOJ Draft for Comments, and if our independent colleges choose to register as for-profit private schools after relevant regulations and rules are promulgated, we may be required to (i) undertake financial liquidation, (ii) clarify the ownership of land, school premises and properties we accumulated during our operations, (iii) pay relevant taxes and fees, and (iv) obtain a new private school operation permit and re-register with relevant authorities. In addition, we may be required to terminate the cooperation with the public schools currently in effect before certain procedures and registration are made.

On May 15, 2020, the General Office of the MOE issued the Implementation Plan for Accelerating the Transformation of Independent Colleges (ᗫ׵̋Ҟપආዹͭኪ৫ᔷணʈЪٙྼ݄ ˙ࣩ') (the "Implementation Plan"), pursuant to which, the transformation of independent colleges shall be promoted as much as possible and as soon as possible. By the end of 2020, all independent colleges shall formulate work plans for the transformation and complete the transformation as soon as possible. Upon the satisfactory of corresponding requirements, each independent colleges can choose the path of transformation, such as transfer to a private school, a public school or terminate the school.

However, there exists the risks that each of our four independent colleges may not be able to choose to register as a for-profit private school as a result of the regulatory restrictions, which may have a material adverse impact on our business, financial condition and results of operations since these schools accounted for and are expected to continue to account for a significant portion of our revenue stream. If we choose to register the schools as non-profit private schools with current public schools remained as the sponsors, we will be required to satisfy certain requirements in accordance with the MOJ Draft for Comments and the Implementation Plan, including not to (i) make use of state financial fund, (ii) recruit teachers employed by public schools or (iii) conduct any activity that may adversely impact the educational activities and qualities of public schools. We will be required to use separate campus and basic educational facilities from those of public schools and to recruit full-time teachers, to implement independent finance and accounting system, to independently enroll students and award academic degrees and diplomas.

Uncertainties exist with respect to the interpretation of the MOJ Draft for Comments and the Implementation Plan and we cannot assure you that the implementation of the MOJ Draft for Comments and the Implementation Plan by the competent authorities will not deviate from what we were given to understand. Furthermore, we cannot assure you that we will be able to register the independent colleges as for-profit private schools or complete relevant procedures or obtain the government registrations on a timely basis, if at all. As a result, our business, financial condition, future prospects and results of operations may be adversely affected.

Our business could be materially and adversely affected by the COVID-19 pandemic.

There has been an outbreak of COVID-19 that was first reported in December 2019 and has rapidly spread across China and around the world. As of the date of this Offering Circular, there had been more than 109 million confirmed cases of COVID-19 around the world, including more than 2.4 million deaths. In an effort to halt the pandemic, governments have introduced various temporary measures to contain the COVID-19 pandemic, such as travel restrictions, mandatory quarantine arrangements on inbound travelers from overseas, and social distancing, which have impacted and may continue to impact global, national and local economies to different degrees.

Our operations have experienced certain impact mainly due to domestic travel restrictions and various precaution measures undertaken by respective local authorities which inter alia, include closure of campuses and delays in school commencement during the outbreak period. For example, taking into account the impact of COVID-19, the student number of new international students enrolled of INTI Group decreased by approximately 19% in 2020 comparing to that in 2019. Since the outbreak of COVID-19 and during the period of "Movement Control Order" issued by the Malaysian government, there were around 30% of the total international students of INTI Group returning to their home country and participating in the online courses provided by INTI Group.

We have put in place certain alternative action plans for our students during the campus closure period, which include the implementation of online modules and remote learning activities and the shortening of summer vacation. We cannot assure you that this impact on our operation will not persist. In addition, our business operations could be disrupted if any of our students or employees is suspected of contracting the COVID-19 or any other epidemic disease, since our students and employees could be quarantined and/or our campuses be shut down for disinfection. The full extent to which the COVID-19 outbreak will affect our business cannot be predicted at this stage, and actual effects will depend on many factors beyond our control. If the COVID-19 outbreak persists or further escalates, there will likely be a material adverse effect on our business, financial condition and results of operations.

Our business relies on our ability to recruit and retain dedicated and qualified teachers and school personnel.

We rely substantially on our teachers to provide educational services to our students. Our teachers are therefore critical to maintaining the quality of our programs and curriculum and to upholding our reputation. As of August 31, 2020, we had a team of 8,484 faculty members. We need to retain and attract qualified teachers who share our educational philosophy and meet our high standards. We seek to hire teachers who have expertise in their respective subject areas and are capable of delivering innovative and inspirational classroom instructions focused on the applicability of knowledge. There are a limited number of qualified teachers with the necessary experience and subject matter expertise to teach our courses. Similarly, the pool of qualified school personnel, such as principals, vice principals and other school administrators, all of whom are crucial to the efficient and smooth operations of our school, is limited in China. There is no guarantee that we can recruit and retain such personnel in the future. As a result, we must provide competitive compensation and benefits packages to attract and retain qualified teachers and other school personnel. In addition, criteria such as commitment and dedication are difficult to ascertain during the recruitment process, particularly as we continue to expand and recruit additional teachers and other school personnelquickly in order to meet rising student enrollment. We must also provide ongoing training to our teachers so that they can stay abreast of changes in student demands, admissions and assessment test requirements, demand of job markets and other key trends necessary to effectively teach their courses.

We may not be able to hire and retain a sufficient number of qualified teachers and school personnel to keep pace with our anticipated growth while maintaining consistent teaching quality and the overall quality of our education programs across different schools. If we are unable to recruit and retain an appropriate number of qualified teachers and school personnel, the quality of our services or overall education programs may decrease or be perceived to decrease in one or more of our schools, which may have a material and adverse effect on our reputation, business, financial condition and results of operations.

Our graduates' employment rate may decrease and satisfaction with our schools may otherwise decline.

Our schools are positioned as private higher education institutions that equip our graduates with the practical skills desired by employers in industries with significant recruiting demands, which enhances the competitive advantages of our students in the job market as they are able to smoothly settle into the working environment and embark on new tasks after graduation.

However, we cannot guarantee that our schools will continue to be able to design or modify our curriculum to meet the expectations of the students enrolled in our schools, prospective employers or trends in the job market. We might not be able to devote the same amount of resources in training our students, setting up simulation training facilities, enhancing their practical skills and helping them secure jobs as we did in the past, or our efforts may not be so effective as they used to be. The graduates of our schools may therefore be unable to obtain satisfactory jobs and the employment rates of our graduates may decrease. Any negative development of our graduates' employment rate may harm the reputation of our schools and the future student enrollment in our schools may decrease, which may have a material and adverse impact on our business, financial condition and results of operations.

We may not be able to obtain all necessary approvals, licenses and permits and to make all necessary registrations and filings for our education services in the PRC and overseas.

We are required to obtain and maintain various approvals, licenses and permits and to fulfill registration and filing requirements in order to conduct and operate our education and related services. For example, to establish and operate a private school, we are required to obtain, among others, a private school operation permit from the local education bureau and to register with the local civil affairs bureau to obtain a certificate of registration for a privately-run non-enterprise unit, or legal entity. The private school operation permit and the certificate of registration for a privately-run non-enterprise unit of Business College of Guizhou University of Finance and Economics have expired and we are in the process of applying for the renewal of such permit and certificate. Yinchuan University of Energy is in the process of applying for the change of its sponsor and the corresponding renewal of its private school operation permit and the certificate of registration for a privately-run non-enterprise unit. In addition, two branch campuses of Yinchuan University of Energy have not registered their private school operation permit and the certificate of registration for a privately-run non-enterprise unit. Suzhou Top Institute of Information Technology is in the process of applying forthe renewal of its certificate of registration for a privately-run non-enterprise unit, which will expire on March 14, 2021. In addition, we need to pass annual inspections conducted by the local civil affairs bureau and local education bureau, file regularly with the local tax bureau and obtain approval from the local pricing administrative bureau for schools providing formal education. We also need to obtain approvals from the local education authorities as to the scale and scope of our student recruitment activities. While we intend to obtain, using our best efforts, all requisite permits and complete the necessary filings, renewals and registrations on a timely basis for our schools, there is no assurance that we will be able to obtain all required permits given the significant amount of discretion the local authorities may have in interpreting, implementing and enforcing relevant rules and regulations, as well as other factors beyond our control and anticipation. If we fail to receive required permits in a timely manner or obtain or renew any permits and certificates, we may have to postpone our operations of new schools, be subject to penalties (including fines, confiscation of any gains due to noncompliant operations, suspension of operations), or compensate any economic loss suffered by our students or other relevant parties, which may materially and adversely affect our business, financial condition and results of operations.

Our business is heavily dependent on the market recognition of reputation and any damage to our reputation would materially and adversely affect our business. Negative publicity concerning our schools or us may adversely affect our reputation, business, growth prospect and our ability to recruit qualified teachers and staff.

We are a leading private higher education group in China and our success greatly depends on the market recognition of the brand and reputation of our schools and our Group. We own the key brand names and tradenames with respect to our operations, including the "Hope Education" brand of our Group. Our ability to maintain our reputation depends on a number of factors, some of which are beyond our control. As we continue to grow in size and expand our programs and curriculum offerings, it may become difficult to maintain the quality and consistency of the services we offer, which may result in diminishing confidence in our brand name.

Numerous factors can potentially impact our reputation, including, but not limited to, students' and parents' satisfaction levels with our curriculums, teachers and teaching quality, the academic performance achieved by our students, the number of our graduates being able to secure satisfactory employment, accidents on campus, teacher or student scandals, negative press, disruptions to our educational services, failure to pass an inspection by a government education authority, loss of certifications and approvals that enable us to operate our schools and unaffiliated parties using our brand without adhering to our standards of education. If we are unable to sustain or strengthen our reputation and brand recognition or our reputation is damaged, we may not be able to maintain or increase student enrollment, which could have a material adverse effect on our business, financial condition, results of operations and prospects. We apply a variety of marketing methods to promote our brand, including school websites, promotional materials, online platforms as well as local newspaper publications. However, there is no assurance that our marketing efforts will be successful or sufficient in further promoting our brand or in helping us to maintain our competitiveness. If we are unable to further enhance our reputation and increase market awareness of our programs and services, or if we are required to incur excessive marketing and promotional expenses in order to remain competitive, our business, financial condition and results of operations may be materially and adversely affected.

Any negative publicity, which, even if untrue, may damage our brand image and reputation, deter prospective students and teachers and take up excessive time of our management and other resources. As a result, our business, financial condition and results of operations may be materially and adversely affected.

We face risks arising from name confusion with the universities we cooperate with to operate our independent colleges or the termination of our cooperation agreements with such universities.

We have entered into cooperation agreements with four public universities to operate our independent colleges, namely Southwest Jiaotong University Hope College, Business College of Guizhou University of Finance and Economics, Jinci College of Shanxi Medical University and College of Science and Technology of Guizhou University. Pursuant to the cooperation agreements, the universities use their names, intellectual properties, management and educational resources for cooperation and each cooperation university receives a portion of the total tuitions from students enrolled in the respective independent college each year, ranging from 15% to 30%. The cooperation agreements have a term of 20 years or 30 years. As of August 31, 2020, our cooperation agreement with Southwest Jiaotong University Hope College, Business College of Guizhou University of Finance and Economics, Jinci College of Shanxi Medical University and College of Science and Technology of Guizhou University had a remaining term of approximately 19 years, 24 years, 14 years and 13 years, respectively. See "Business - Our Higher Education and Technical Education Services - Existing Schools" for more information. Our independent colleges are legal entities separate and independent from the universities we cooperate with to establish and operate such schools. We include information about the relationship between our independent colleges and the cooperation universities in our student recruitment and admission guide. However, as the names of our independent colleges include the universities' names, we cannot assure you that students and parents do not consider our independent colleges being operated by the universities. Any negative publicity concerning those universities may be wrongly associated with our independent colleges which could adversely affect our reputation, business, growth prospect and our ability to recruit qualified teachers and staff.

If our cooperation with these universities terminates prior to the expiration of the cooperation agreements or such agreements are not renewed by these universities and us upon the expiration, we will not be able to use the universities' names and have to change the names of our independent colleges, subject to local authority's approval. Termination of our cooperation with these cooperation universities or operation of our schools under new names may result in a diminished interest in attending our schools from potential students and their parents. We cannot guarantee that we will be able to achieve the same level of growth, if at all, in student enrollment in the future. In addition, the enrolled students of our schools may lose confidence in our education quality and brand awareness and choose to transfer to other public or private schools. If we fail to effectively market our schools and increase the brand awareness, we may not be able to maintain or increase our student enrollment, which may have an adverse effect on our business, financial condition and results of operations. Moreover, if our cooperation with these universities is terminated, we may need to negotiate with them on the termination terms, including the amount of termination fees, which may have an adverse effect on our cash flows as well.

We may not be able to successfully increase student enrollment at our schools due to constraint of our school capacity and approvals from government authorities.

One of the most significant factors affecting our profitability is the number of students enrolled at our schools. For the 2019/2020 (as of October 15, 2019) and 2020/2021 (as of October 15, 2020) academic years, the number of our full-time students enrolled for higher education programs were 140,125 and 194,554, respectively. However, our student enrollment may be restrained by the capacity of our schools. Comparing to our student enrollment numbers during the same periods, for the 2019/2020 (as of October 15, 2019) and 2020/2021 (as of October 15, 2020) academic years, our schools had a total capacity to accommodate up to 171,170 and 224,006 students, respectively. As our schools' educational facilities are limited in space and size, we may not be able to admit all qualified students who would like to enroll at our schools due to the capacity constraints of our current school facilities. Furthermore, without building additional facilities such as classrooms and dormitories, we may not be able to expand our capacity at our current campuses unless we relocate to other facilities in the local area with more space or capacity. If we fail to expand our capacity as quickly as the demand for our services grows, or if we otherwise fail to grow by establishing or acquiring additional schools or campuses, we might not be able to admit more potential students, and our results of operations and business prospects could be adversely affected.

In addition, the number of students our schools are able to admit each academic year is set and approved by the relevant PRC education authorities. According to the Opinions of the Ministry of Education on Further Regulating Higher Education Enrollment Program (઺ԃ௅ᗫ׵ආɓӉ஝ᇍ৷ ഃ઺ԃם͛ࠇྌ၍ଣʈЪٙจԈ'), student enrollment for graduate and undergraduate programs is subject to the approval of the MOE, while student enrollment for junior college programs is subject to the approval of the relevant provincial education authorities. In the spirit of further promoting equal access to education in urban and rural areas, the Notice of the Ministry of Education on Enrollment of Higher Education Institutions issued in 2020 (઺ԃ௅ᗫ׵ਂλ2020ϋ౷ஷ৷ࣧם͛ ʈЪٙஷٝ') encourages schools to continue to expand the implementation of the "Support for the Midwest Admissions Program" and to further increase student enrollment quota in the provinces in the central and western regions of China where the enrollment rate is currently relatively low compared to other more developed regions. However, we cannot assure you that we are able to successfully increase student enrollment capacity at our schools, which is subject to the approvals of the relevant government authorities, and which is beyond our control.

We are subject to regulatory guidance relating to the ratios between school site area/building area and the number of enrolled students.

During the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020 and up to the date of this Offering Circular, our five undergraduate colleges and eight junior colleges have been subject to regulatory guidance in relation to the ratio between our school's site/building area and the number of students enrolled.

We cannot assure you that the regulations relating to the ratio between school site area/building area and the number of students enrolled will not change in the future or that the relevant education authorities will not impose any fines or penalties on us for not reaching the regulatory requirements in the future. If the regulations change, or the relevant education authorities have different interpretations which result in any fines or penalties on us, our business, financial condition, future prospects and results of operations may be adversely affected.

We generate all of our revenue from a limited number of provinces and from a limited number of schools.

As of the date of this Offering Circular, we operated 15 schools in seven provinces in China, namely Sichuan, Guizhou, Shanxi, Henan, Ningxia, Jiangsu and Jiangxi, which are important to our overall business. In particular, for the 2019/2020 and 2020/2021 academic years, many of our students enrolled in higher education programs at five schools located in Sichuan, namely Southwest Jiaotong University Hope College, Sichuan Tianyi College, Sichuan Hope Automotive Vocational College, Sichuan Vocational College of Culture & Communication and Sichuan TOP IT Vocational Institute, which was a significant source for our tuition fees from higher education services. We expect that our schools in Sichuan will continue to generate a substantial portion of our revenue from higher education services for the foreseeable future.

Consequently, we are highly susceptible to factors adversely affecting the private education industry in China, or us, in any of the limited geographic areas where our schools are located. If any of the provinces where we operate experiences an event that materially and negatively affects its education industry or our schools, such as an economic downturn, a natural disaster or an outbreak of a contagious disease, or if any government authorities of the provinces where we operate adopt regulations that place additional restrictions or burdens on our schools or on the education industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Furthermore, we rely on the tuition fees from higher education services from Southwest Jiaotong University Hope College. Though the proportion of revenue generated by this school in our total revenue from higher education services would decrease as the number of our schools continues to increase, we expect that this school will continue to generate a substantial portion of our revenue from higher education services in the foreseeable future. If any of our schools, especially Southwest Jiaotong University Hope College, experiences an event that materially and negatively affects its student enrollment, tuition, school operations or reputation in general, our business, financial condition and results of operations may be materially and adversely affected.

We may be exposed to liquidation risks, and our business, financial condition, results of operations and prospects may be materially and adversely affected as a result.

We cannot assure you that we will always be able to obtain adequate financing to meet our future working capital requirements and we may have net current liabilities in the future. The inability to obtain additional short-term bank loans, loans or other additional financing on a timely basis, on acceptable terms or at all would materially and adversely affect our ability to satisfy our working capital requirements. In addition, we cannot assure you that we will be able to obtain additional working capital to execute our growth strategies, or that future expansion of our school network will not materially and adversely impact the current or future level of working capital.

We plan to expand our school network by establishing new school campuses and enlarging existing school campuses, and such expansion may result in increase in depreciation costs and may adversely affect our operating results and financial position.

As part of our business strategies to further expand our school network, we intend to construct new buildings, purchase new equipment and upgrade the existing facilities and establish new campuses for the acquired schools. See "Business - Our Business Strategies - Continuing to seek high-quality expansion opportunities while further expanding the development coverage based on students' needs" for more information. With the intended constructions, it is expected that we would incur higher capital expenditure over the construction period. Therefore, additional depreciation costs related to our school buildings and facilities will be reflected in our profit and loss, which may adversely affect our operating results and financial position.

The goodwill arising from business combination represents a significant portion of the assets on our consolidated balance sheet. If we determine our goodwill to be impaired, our results of operations and financial condition may be adversely affected.

We had goodwill acquired through business combination of RMB481.1 million, RMB590.5 million and RMB590.5 million as of December 31, 2018 and 2019 and August 31, 2020, respectively, representing a significant portion of the assets of our consolidated balance sheet. The significant increase in our goodwill from December 31, 2018 to December 31, 2019 was primarily due to goodwill of RMB109.4 million arising from our acquisition of Yinchuan University of Energy and Suzhou Top Institute of Information Technology in 2019.

The value of goodwill arising from our obtaining control of Yinchuan University of Energy and Suzhou Top Institute of Information Technology is based on forecasts, which are in turn based on a number of assumptions, including the benefits in connection with the expected synergies, student roster and the assembled workforce. If any of these assumptions does not materialize, or if the performance of our business is not consistent with such assumptions, we may be required to have a significant write-off of our goodwill and intangible assets and record an impairment loss, which could in turn adversely affect our results of operations.

We will determine whether goodwill are impaired annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. We perform annual impairment test of goodwill as of December 31. If we record an impairment loss as a result of our amendment of any assumption used in our impairment test, our financial condition and results of operations may be adversely affected. Impairment loss could also negatively affect our financial ratios, limit our ability to obtain financing and adversely affect our financial position.

Our historical financial and operating results may not be indicative of our future performance and our financial and operating results may be difficult to forecast.

We have experienced growth in revenue historically. Our revenue increased by 29.3% from RMB1,029.5 million for the year ended December 31, 2018 to RMB1,331.4 million for the year ended December 31, 2019. For the eight months ended August 31, 2020, our revenue amounted to RMB872.1 million. Our historical growth was driven by the increases in the number of students enrolled at our schools and the addition of more schools in our school network. Our financial condition and results of operations may fluctuate due to a number of factors, many of which arebeyond our control, including: (i) our ability to maintain and increase student enrollment at our schools and maintain and raise tuition and boarding fees, (ii) general economic and social conditions in China and regions where we operate our schools and the PRC government regulations or actions pertaining to private higher education, (iii) increased competition, (iv) expansion and related costs in a given period, (v) perception and acceptance of private higher education in China by students and their parents, and (vi) our ability to control our cost of sales and other operating costs, and enhance our operational efficiency. In addition, we may not be successful in continuing to increase the number of students admitted to the schools we operate due to, among other things, student enrollment quota assigned by the relevant local PRC education authorities and our limited capacity, and we may not be as successful in carrying out our growth strategies and expansion plans as we expect.

Moreover, we may not sustain our past growth rates in future periods, and we may not sustain our profitability on an interim or annual basis in the future. We generally require students to pay tuition fees and boarding fees for the entire school year upfront prior to the commencement of the school year, and recognize tuition fees as revenue over a nine-month period and boarding fees over a 12-month period. However, our costs and expenses do not necessarily correspond with our recognition of revenue. Our interim results, growth rates and profitability may not be indicative of our annual results or our future results, and our historical interim and annual results, growth rates and profitability may not be indicative of our future performance for the corresponding periods. The market price and trading volume of the Bonds and our Shares could be subject to significant volatility should our earnings fail to meet the expectations of the investment community. Any of these events could cause the price of the Bonds and our Shares to materially decrease.

Our other income and gains is subject to fluctuations due to factors that are beyond our control.

During the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020, our other income and gains consisted primarily of service income, rental income, government grants, interest income, gain on disposal of items of property, plant and equipment, fair value gains on conversion rights of convertible bonds, gains on disposal of subsidiary and others. We have experienced fluctuations in our other income and gains. In 2018 and 2019 and the eight months ended August 31, 2020, our other income and gains was RMB211.5 million, RMB253.6 million and RMB129.7 million, respectively. Our other income and gains is subject to fluctuations due to certain factors that are beyond our control. For example, the amount of government grants we can receive is in the relevant government authorities' sole and absolute discretion, subject to relevant PRC laws, regulations and policies. In addition, non-recurring events like disposal of items of property, plant and equipment also contribute to the fluctuations of our other income and gains. Therefore, we cannot assure you that we are able to effectively control the fluctuations in our other income and gains. These fluctuations could result in volatility in our results of operations and may adversely affect our profitability.

Our business may be subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter to quarter.

We generally require tuition fees and boarding fees for a full school year to be paid by students to our schools prior to the commencement of each school year. We usually recognize revenue from the tuition fees and boarding fees proportionately over the relevant school year, which generally commences from September of the current year to June of the following year, excluding the winter break. Accordingly, we have experienced, and expect to continue to experience, seasonal fluctuationsin our results of operations, primarily due to seasonal changes in service days. However, our costs and expenses vary significantly and do not necessarily correspond with our recognition of revenue. We expect fluctuations in our revenue and results of operations to continue. These fluctuations could result in volatility and adversely affect the price of the Bonds and our Shares.

We may not be able to secure additional funding to fund our planned operations.

The operation of, in particular, the establishment of a private higher education institution requires significant initial capital investment, including the costs of acquiring land for the school site, constructing school facilities, purchasing equipment and hiring qualified teaching and administrative staff. We will need to secure additional funding to fund our future capital expenditure for expanding our school network coverage by acquiring or establishing higher education institutions and for further expanding our service offerings. Historically, we have funded our operations primarily with cash generated from operations, proceeds from bank loans and issuance of asset-backed securities. We cannot assure you that we will be able to secure additional funding on terms acceptable to us or in a timely manner, or at all. If our internally generated capital resources and available credit facilities are insufficient to finance our capital expenditure and growth plans, we may have to seek additional financing from third parties, including banks, venture capital funds, joint venture partners and other strategic investors. We may also consider raising funds through issuance of new shares, which would lead to dilution of our existing Shareholders' interests in our Company and materially affect the Bonds. If we are unable to obtain financing in a timely manner, at a reasonable cost and on acceptable terms, we may be forced to delay our expansion plans, downsize or abandon such plans, which may materially and adversely affect our business, financial condition and results of operations, as well as our future prospects.

We had high gearing ratio and macro-economic and other market conditions may affect our ability to obtain external financing, which may reduce our ability to implement our expansion plans.

Historically we had high gearing ratio primarily due to the high level of debt financing to fund our acquisition and constructions of school premises and supplement working capital. As of December 31, 2018 and 2019 and August 31, 2020, we had total debt of RMB2.1 billion, RMB2.6 billion and RMB3.1 billion, respectively, consisting of interest-bearing bank and other borrowings. We acquired three schools in 2019 and two schools in 2020 and also established one school in 2019. Though we try to improve our high gearing position, there is no guarantee that we will be able to do so.

General economic factors and conditions in China or worldwide, including the general interest rate environment, may have a negative impact on our business, financial condition and results of operations. While the economic conditions in China are sensitive to global economic conditions, the global financial markets have experienced significant disruptions since 2008 and the recovery from the lows of 2008 and 2009 has been uneven with new challenges coming up. It is unclear whether the Chinese economy will resume its high growth rate. Besides, there is considerable uncertainty over the long-term effects of the monetary policies adopted by the central banks and financial authorities of some of the world's leading economies. Significant uncertainty also exists regarding the effects of UK's withdrawal from the EU and the policy changes by the government in the United States and the subsequent impact on world economy, which may adversely affect us in various perspectives, including the difficulty in obtaining funding from foreign investors to make further investment and expansions.

Our continuing success depends on our ability to attract and retain our senior management and other qualified personnel.

We provide higher education to our students. Our future success heavily depends on the continuing services of our executive directors, senior management team and qualified personnel including teachers and school personnel.

If one or more of our executive directors, senior management and other key personnel are unable or unwilling to continue their employment with us, we may not be able to replace them with qualified personnel in a timely manner, or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for experienced educators in the private higher education industry in China and, in particular, in the locations where we operate our schools, is intense and the pool of qualified candidates is very limited. We may not be able to retain experienced senior management members or other qualified personnel in the future. In the event we lose their services, or if any member of our executive directors or senior management team or other key personnel joins our competitor(s) or forms a competing company, we may not be able to attract and retain our teachers, students, key educators and other professionals, which could have a material and adverse effect on our business, financial condition and results of operations.

Accidents or injuries suffered by our students or our employees on or outside our school campuses or by other personnel on our school campuses may adversely affect our reputation and subject us to liabilities.

We could be held liable for the accidents or injuries or other harm to students or other people at our schools, including those caused by or otherwise arising in connection with our school facilities or employees. We could also face claims alleging that we were negligent or we provided inadequate maintenance to our school facilities or supervision of our employees and therefore may be held liable for accidents or injuries suffered by our students or other people at our schools. In addition, if any of our students or teachers is involved in any physical confrontation or act of violence, we could face allegations that we failed to provide adequate security or were otherwise responsible for his or her actions. We may also face reputation risk if our students or employees suffer injuries outside our school campuses. Such incidents may discourage prospective students from applying to or attending our schools.

Furthermore, although we maintain certain liability insurance, this insurance coverage may not be adequate to fully protect us from these kinds of claims and liabilities. In addition, we may not be able to obtain liability insurance in the future at reasonable prices or at all. A liability claim against us or any of our employees could adversely affect our reputation and student enrollment and retention. Even if unsuccessful, such a claim could create unfavorable publicity, cause us to incur substantial expenses and divert the time and attention of our management, all of which may have a material adverse effect on our business, financial condition, results of operations and prospects.

We could be liable and suffer reputational harm if a third-party service provider provides inferior food or medical care services or harm our students, which may have a material adverse effect on our business and reputation.

We outsource certain food and medical services at our schools to independent third parties which operate canteens or on-campus medical rooms for our students. We require these independent third parties to possess the licenses and qualifications, as well as qualified personnel, which are required for their operations. We monitor the meal preparation process and require the food service provider(s) to adhere to our food quality standards and regularly solicit feedback from our students. We also require the third-party medical care providers to adhere to professional standards with due care and diligence and provide quality services to our students. However, we cannot assure that food quality incidents or medical malpractice will not occur in the future and we could be exposed to reputational harm and possible legal liability as a result of such incidents, which could materially and adversely affect our business and reputation.

We are subject to extensive governmental approvals and compliance requirements for the construction and development of our schools and in relation to the land and buildings that we own.

For campuses and school facilities constructed and developed for our schools, we are required to obtain various permits, certificates and other approvals from the relevant authorities at various stages of property development, including the land use right certificates, planning permits, construction permits, certificates for passing environmental assessments, certificates for passing fire control assessments, certificates for passing construction completion inspections, as well as building ownership certificates. If we encounter difficulties in obtaining any required permits, certificates and approvals for the construction and development of our new schools, the time of new campus being put into use and the student recruiting of new schools may be delayed, which may materially and adversely affect our growth strategies.

As of the date of this Offering Circular, we had not yet obtained building ownership certificates, land use right certificates or certain other requisite certificates or permits for a portion of our buildings and land. Failing to obtain the requisite certificates or permits may cause our rights to these buildings or groups of buildings and land be limited or challenged by the relevant government authorities or third parties. We may also be subject to administrative fines or other penalties due to the lack of the requisite permits, certificates and approvals, which may materially and adversely affect our business operations, divert management attention and other resources and incur significant costs. In particular:

• for the properties that we have put into use without obtaining the land use right certificates, our rights to the land may be challenged by third parties, and the relevant government may confiscate or require us to relocate or demolish, such properties;
• for the properties that we have put into use without obtaining the building ownership certificates, we will not be able to transfer the title of such buildings or mortgage such buildings. Further, our right to occupy such buildings may be challenged by a bona fide third party that holds the relevant ownership building certificates;

• for the properties that we have put into use or started construction activities without obtaining the planning certificates, we may be required to demolish the relevant buildings or groups of buildings, be subject to fines of up to 10% of the construction costs of the buildings or groups of buildings, respectively, or be subject temporary suspension of the usage of the buildings or groups of buildings before we obtain the relevant certificates;
• for the properties that we have put into use or started construction activities without obtaining the construction certificates, we may be subject to fines ranging between 1% to 2% of the total price of the construction contract of the buildings, and temporary suspension of the usage of the buildings before we obtain the relevant certificates;
• for the properties that we have put into use without obtaining the certificates for passing construction completion inspections, we may be subject to a fine ranging between 2% to 4% of the total price of the construction contract of the affected premises and be ordered to rectify the incident;
• for the properties that we have put into use without obtaining the certificates for passing environmental assessments, we may be subject to a fine no more than RMB100,000 and/or temporary suspension of the usage of the relevant properties before the incident is rectified; and
• for the properties that we have put into use without obtaining the certificates for passing fire control assessments, we may be subject to a fine ranging between RMB30,000 to RMB300,000 and temporary suspension of the usage of the relevant properties before the incident is rectified.

In the event that we lose the rights to any of our land, buildings or groups of buildings, our use of such land, buildings or groups of buildings may be limited, or we may be forced to relocate our schools and incur additional costs, which may result in disruptions to our school operations and materially and adversely affect our business, financial condition and results of operations. We cannot assure you that such risk will not, in aggregate or in part, materialize. Furthermore, we cannot guarantee you that we will be able to obtain the requisite certificates in a timely manner, or at all. As a result, our business, financial condition and results of operations may be materially and adversely affected.

We lease several of our school premises and may not be able to control the quality, maintenance and management of these school premises, nor can we ensure that we will be able to find suitable premises to replace our existing school premises if our leases are terminated.

We lease buildings used for office and education related purposes. Such school premises and school buildings and facilities were developed and are maintained by our landlords. Accordingly, we are not in a position to effectively control the quality, maintenance and management of such premises, buildings and facilities. In the event that the quality of the school premises, buildings and facilities deteriorates, or if any or all of our landlords fail to properly maintain and renovate such premises, buildings or facilities in a timely manner or at all, the operations of our schools could be materially and adversely affected. In addition, if any of our landlords terminates the existing lease agreements, refuses to continue to lease the premises to our schools when such lease agreements expire, or increase rent to the level not acceptable to us, we will be forced to relocate our schools to other locations. We may not be able to find suitable premises for such relocation without incurring significant time and costs, or at all. If this occurs, our business, financial condition and results of operations could be materially and adversely affected.

Our legal right to certain leased properties could be challenged by property owners or other third parties.

As of the date of this Offering Circular, we leased certain properties and we had not been provided with the building ownership certificates by the landlords for certain of these leased properties. As a result, there is a risk that the landlord from whom we lease such properties may not have the valid building ownership certificates for the premises they lease to us, or otherwise may not have the right to lease such premises to us. In the event those landlords do not have valid building ownership certificates, the relevant lease agreements may be deemed invalid or we may face challenges from property owners or other third parties to the lessor's rights. In addition, lessors to our certain leased properties may not have sufficient right to lease the properties to the lessees, and the leases may be deemed in valid. If any of our leases are terminated as a result of challenges by third parties to the lessor's rights or deemed invalid, we may be forced to relocate the affected premises and incur significant expenses, which may affect our operations at the schools, and could adversely affect our business, financial condition and results of operations.

Failure to register lease arrangements with relevant PRC authorities may subject us to penalties.

Under relevant PRC laws and regulations, an executed lease is required to be registered and filed with relevant government authorities. A fine ranging from RMB1,000 to RMB10,000 may be imposed on the parties to an unregistered lease. As of the date of this Offering Circular, we leased a total gross site area of approximately 85,000 sq.m. of buildings used for office and education related purposes and the relevant lease agreements we have entered into with our landlords had not been registered with relevant government authorities. See "Business - Properties" for details. As of the date of this Offering Circular, we have not been imposed any fine or penalty by the relevant PRC authorities. However, if the relevant government authorities require us to register our lease agreements or impose fines on us, it may materially and adversely affect our business, financial condition and results of operations.

We may grant employees share options and other share-based compensation, which may materially impact our results of operations in the future.

We adopted the 2018 Pre-IPO Share Option Scheme on March 18, 2018, under which we may issue options to purchase up to a total of 500,000,000 Shares to certain grantees, including among others, our directors, senior management, employees, advisors, consultants, distributors, contractors, customers, suppliers, agents, business partners, joint venture business partners and service providers for their contribution to us and to attract and retain key personnel. The 2018 Pre-IPO Share Option Scheme expired on August 3, 2018, the date on which our Shares first commenced trading on the Hong Kong Stock Exchange, after which period no further pre-IPO share options will be granted but the provisions of the 2018 Pre-IPO Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any pre-IPO share options which are granted during the life of the scheme or otherwise as may be required in accordance with the provisions of the 2018 Pre-IPO Share Option Scheme.

As of the date of this Offering Circular, the options to subscribe for an aggregate of 301,891,342 Shares had been granted and were outstanding. The fair value of the pre-IPO share options had been amortized over the relevant vesting period of respective grantees and recognized as expenses, which had increased our staff cost. Moreover, exercise of the share options we have granted or plan to grant will increase the number of our Shares in circulation. Any actual or perceived sales of additional Shares acquired upon the exercise of the share options we have granted or plan to grant may adversely affect the market price of the Bonds and our Shares.

We may be required to make additional contributions of social insurance fund and/or housing provident fund and late payments and fines under PRC national laws and regulations.

PRC laws and regulations require us to pay several statutory social welfare benefits for our employee, including pension insurance, unemployment insurance, medical insurance, work-related injury insurance, maternity insurance and housing provident fund. The amounts of our contributions for our employees under such benefit plans are calculated based on certain percentage of salaries, including bonuses and allowances, up to a maximum amount specified by the local government from time to time at locations where we operate.

In 2018, 2019 and 2020, we did not made full contributions to the social insurance plan and housing provident fund based on the actual salary level of some of our employees as prescribed by relevant laws and regulations. As of the date of this Offering Circular, we had not received any notice from the local authorities or any claim or request from the relevant employees that require us to make payments for insufficient contributions. However, we cannot assure you that the relevant government authorities will not require us to pay the outstanding amount within a prescribed time and impose late charges or fines on us, which may materially and adversely affect our business, financial condition and results of operations.

We maintain limited insurance coverage.

We maintain various insurance policies to safeguard against certain risks and unexpected events, such as school liability insurance, student personal accident insurance and employer liability insurance. For more details, see "Business - Insurance." However, our insurance coverage is still limited in terms of amount, scope and benefit. In addition, we do not carry property insurance for the properties that are owned by third parties and are not required to do so under applicable PRC laws and regulations. As a result, we are exposed to various risks associated with our business and operations. Such risks include, but not limited to, accidents or injuries at our schools that are beyond the scope of our insurance coverage, loss of key management and personnel, business interruption, natural disasters, terrorist attacks and social instability or any other events beyond our control. The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business-related insurance products. We do not have any business disruption insurance, product liability insurance or key-man life insurance. Any business disruption, litigation or legal proceedings or natural disaster, such as epidemics, pandemics or earthquakes, or other events beyond our control could result in substantial costs and the diversion of our resources. Our business, financial condition and results of operations may be materially and adversely affected as a result.

If we fail to protect our intellectual property rights or prevent the loss or misappropriation of our intellectual property rights, we may lose our competitive edge and our brand, reputation and operations may be materially and adversely affected.

Unauthorized use of any of our intellectual property may adversely affect our business and reputation. We rely on a combination of copyrights, trademarks and trade secrets laws to protect our intellectual property rights. Nevertheless, third parties may obtain and use our intellectual property without due authorization. Infringement of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may materially and adversely affect our business.

The practice of intellectual property rights enforcement action by Chinese regulatory authorities is at its early stage of development and is subject to significant uncertainty. There is no assurance that we will be able to enforce our intellectual property rights effectively or otherwise prevent others from the unauthorized use of our intellectual property. We may enforce our intellectual property rights through litigation and other legal proceedings to, which could result in substantial costs, divert our management's attention and resources and disrupt our business. The validity and scope of any claims relating to our intellectual property may involve complex legal and factual questions and analysis and, as a result, the outcome may be highly uncertain. Failure to effectively protect our intellectual property rights could harm our brand name and reputation, and materially and adversely affect our business, financial condition and results of operations.

The assets held by our schools may not be pledged as collateral in connection with securing bank loans and other borrowings, which reduces the schools' ability to obtain financing to fund their operations.

According to the PRC Civil Code (ʕശɛ͏΍ձ਷͏جՊ'), mortgages, pledges or other encumbrances may not be created on properties which are used for public welfare facilities. The buildings or groups of buildings that certain of our schools own and occupy may be deemed as "public welfare facilities" under the Law for Promoting Private Education, which provides that private education is considered in the nature of "public welfare." Accordingly, educational facilities of schools may not be mortgaged, which to a certain extent limit such schools' ability to obtain financing to fund their operations. Even if security interests are intended to be created based on such properties under any loan agreement to be entered into between any of our schools and potential lenders, such security interests may not be valid or enforceable under the PRC laws and regulations. In addition, it is possible that a government authority, including any PRC court or administrative authority, may consider the security interests created on such facilities to be in violation of PRC laws if we and the lenders have any dispute with regards to the relevant loans under the applicable loan agreements or if the validity of the pledges is otherwise challenged. In such case, it is likely that such security interests will not be enforceable and we may be requested by our lenders to provide other forms of guarantees or prepay the outstanding balance of the loans immediately, which may materially and adversely affect the business operations of the relevant schools and our financial condition.

Unauthorized disclosure or manipulation of sensitive personal data, whether through breach of our network security or otherwise, could expose us to litigation or could adversely affect our reputation.

Maintaining our network security and internal controls over access rights is of critical importance to us because proprietary and confidential student and teacher information, such as names, addresses, and other personal information, is primarily stored in our computer databases located at each of our schools. If our security measures are breached as a result of actions by third parties, employee error, malfeasance or otherwise, third parties may receive or be able to access student records, which could subject us to liabilities, interrupt our business and adversely impact our reputation. In addition, we run the risk that our employees or third parties could misappropriate or illegally disclose confidential educational information in our possession. As a result, we may be required to expend significant resources to provide additional protection from the threat of these security breaches or to alleviate problems caused by these breaches.

The unavailability of any favorable regulatory treatment, particularly government grants could adversely affect our business, financial condition and results of operations.

We enjoy certain favorable regulatory treatment, particularly government grants, which are offered primarily for the purpose of promoting the development of private higher education institutions. For the years ended December 31, 2018 and 2019 and the eight months ended August 31, 2020, we recorded government grants in the total amount of approximately RMB26.5 million, RMB26.3 million and RMB12.4 million, respectively. However, it is in the relevant government authorities' sole and absolute discretion, subject to relevant PRC laws, regulations and policies, to determine whether and when to provide government grants to us, if at all. We cannot assure you that we will be able to receive government grants in the future. Furthermore, any unexpected changes in the PRC laws, regulations and policies may result in uncertainty in the availability of government grants or any other favorable treatment to us. If we are unable to obtain or maintain government grants or any other favorable treatment in the future in the same amount or at all, the reduction in the amount of government grants or other favorable treatment received by us may impact our results of operations and cash flows and we may experience decreases in profitability, and our business, financial condition and results of operations could be adversely affected.

We have been involved, and may continue to be involved in legal and other disputes and claims from time to time arising out of our operations.

We have been involved, and may, from time to time, be involved in disputes with and subject to claims by parents and students, teachers and other school personnel, our suppliers, banks and other parties involved in our business. For instance, as of the date of this Offering Circular, certain loans provided by banks to Yinchuan University of Energy were overdue and such banks asserted legal claims against us in connection with our breach of such loan agreements, which we have received judgements against us. In addition, Yinchuan University of Energy has been imposed several orders of compulsory enforcement by the competent people's courts. Also, we may face disputes from time to time relating to the intellectual property rights of third parties. We cannot assure you that when legal actions arise in the ordinary course of our business, any of the legal actions will be resolved in our favor. In the event that such legal actions cannot be resolved in our favor, we may be subject to uncertainties as to the outcome of such legal proceedings and our business operations may be disrupted. Legal or other proceedings involving us may, among others, result in us incurringsignificant costs, divert management's attention and other resources, negatively affect our business operations, cause negative publicity against us or damage our reputation, regardless whether we are successful in defending such claims or proceedings. As a result, our business, financial condition and results of operations may be materially and adversely affected.

We face risks related to natural disasters, health epidemics or terrorist attacks in China.

Our business could be materially and adversely affected by natural disasters, such as earthquakes, floods, landslides, outbreaks of health epidemics such as avian influenza and severe acute respiratory syndrome, or SARS, and Influenza A virus, such as H5N1 subtype and H5N2 subtype flu viruses, the Ebola virus, the Zika virus, COVID-19, as well as terrorist attacks, other acts of violence or war or social instability in the regions where we operate or those generally affecting China. In particular, as many of our campuses provide on-campus accommodation to our students, teachers and staff, the boarding environment exposes our students, teachers and staff to risks of epidemics or pandemics and makes it more difficult for us to take preventive measures if an epidemic or pandemic were to occur. Any of the above may cause material disruptions to our operations, such as temporary closure of our schools, which in turn may materially and adversely affect our financial condition and results of operations. If any of these occurs, our schools and facilities may suffer damage or be required to temporarily or permanently close and our business operations may be suspended or terminated. Our students, teachers and staff may also be negatively affected by such events. In addition, any of these could adversely affect the PRC economy and demographics of the affected region, which could in turn cause significant declines in the number of students applying to or enrolled at our schools. If any of these events occur, our business, financial condition and results of operations could be materially and adversely affected.

Risks Relating to the DingLi Subscription

Completion of the DingLi Subscription is subject to conditions and if these conditions are not satisfied or waived, the DingLi Subscription will not be completed.

The obligations of us and DingLi to complete the DingLi Subscription are subject to satisfaction or waiver of a number of conditions, including the approval by the shareholders of the DingLi and the approval of relevant regulatory authorities in the PRC, including the Shenzhen Stock Exchange and China Securities Regulatory Commission. Each party's obligation to complete the DingLi Subscription is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other customary conditions, the accuracy of the representations and warranties of the other party under the DingLi Subscription Agreement (subject to the materiality standards set forth in the DingLi Subscription Agreement), the performance by the other party of its respective obligations under the DingLi Subscription Agreement in all material respects and delivery of officer certificates by the other party certifying satisfaction of the preceding conditions. Either we or DingLi may, subject to certain exceptions, terminate the DingLi Subscription Agreement upon mutual consent.

The failure to satisfy all of the required conditions could delay the completion of the DingLi Subscription for a significant period of time or prevent it from occurring. If the DingLi Subscription is not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the DingLi Subscription, we will be subject to a number of risks, including the following:

• the market price of the Bonds and our Shares could decline;
• if the DingLi Subscription Agreement is terminated and our board of directors seeks another business combination, we cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that DingLi has agreed to in the DingLi Subscription Agreement;
• time and resources, financial and other, committed by our management to matters relating to the DingLi Subscription could otherwise have been devoted to pursuing other beneficial opportunities for us;
• we may experience negative reactions from the financial markets or from our customers or employees; and
• we will be required to pay our respective costs relating to the DingLi Subscription, including legal, accounting, financial advisory, financing and printing fees, whether or not the DingLi Subscription is completed.

In addition, if the DingLi Subscription is not completed, we could be subject to litigation related to any failure to complete the DingLi Subscription or related to any enforcement proceeding commenced against us to perform our obligations under the DingLi Subscription Agreement. The materialization of any of these risks could materially and adversely impact our ongoing business.

Similarly, any delay in completing the DingLi Subscription could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the DingLi Subscription and cause us not to realize some or all of the benefits that we expect to achieve if the DingLi Subscription is successfully completed within its expected timeframe. There can be no assurance that the conditions to the closing of the DingLi Subscription will be satisfied or waived or that the DingLi Subscription will be consummated.

In order to complete the DingLi Subscription, we and DingLi must make certain governmental filings and obtain certain governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions, completion of the DingLi Subscription may be jeopardized or the anticipated benefits of the DingLi Subscription could be reduced.

Although we and DingLi have agreed in the DingLi Subscription Agreement to use reasonable best efforts, subject to certain limitations, to make certain governmental filings, to obtain any approval authorization or consent from certain other government authorities required to be obtained with respect to the merger under applicable laws, including approvals granted by the Shenzhen Stock Exchange and the China Securities Regulatory Commission, there can be no assurance that such approvals will be obtained. As a condition to adoption of approvals of the DingLi Subscription, government authorities may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of our business after completion of the DingLi Subscription.

Under the terms of the DingLi Subscription Agreement, subject to certain exceptions, we and our subsidiaries are required to accept certain conditions and take certain actions imposed by certain government authorities that would apply to, or affect, the businesses, assets or properties of us, our subsidiaries or DingLi and its subsidiaries. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of (i) delaying completion of the DingLi Subscription, (ii) imposing additional material costs on or materially limiting the revenues of the consolidated company following the DingLi Subscription, or (iii) otherwise adversely affecting our businesses and results of operations after completion of the DingLi Subscription. In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the delay or abandonment of the DingLi Subscription.

Each party is subject to business uncertainties while the proposed transaction is pending, which could adversely affect each party's or the consolidated company's business and operations.

In connection with the pendency of the DingLi Subscription, it is possible that some customers, suppliers and other persons with whom we or DingLi have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or DingLi, as the case may be, as a result of the DingLi Subscription, which could negatively affect our or DingLi's respective revenues, earnings and cash flows, regardless of whether the DingLi Subscription is completed. If the DingLi Subscription is completed, such terminations, changes or renegotiations could negatively affect the revenues, earnings and cash flows of the consolidated company. These risks may be exacerbated by delays or other adverse developments with respect to the completion of the DingLi Subscription.

Risks Relating to Our Contractual Arrangements

The PRC government may find that the agreements that establish the structure for operating our business in China do not comply with applicable PRC laws and regulations, which may subject us to severe penalties and our business may be materially and adversely affected.

Pursuant to the Contractual Arrangements, the WFOE is entitled to receive substantially all of the economic benefits from our Consolidated Affiliated Entities. For more information, see "Our Corporate Structure - Contractual Arrangements."

We are a Cayman Islands company and as such we are classified as a foreign enterprise under PRC laws. Foreign investment in the education industry in China is extensively regulated and subject to numerous restrictions. On June 23, 2020, the NDRC and MOFCOM jointly promulgated the Foreign Investment Access Special Management Measures (Negative List) (2020 Version) (̮ਠҳ ༟ࡘɝतй၍ଣણ݄(ࠋࠦ૶ఊ)(2020ϋو)') (the "Negative List"), which became effective on July 23, 2020. Under the Negative List, foreign investments in higher education are restricted to cooperate with PRC domestic parties who are required to play a dominant role in the cooperation.

Furthermore, under the Implementation Opinions of the MOE on Encouraging and Guiding the Entry of Private Capital in the Fields of Education and Promoting the Healthy Development of Private Education issued by the MOE on June 18, 2012 (ᗫ׵ོᎸձˏኬ͏ග༟ږආɝ઺ԃჯਹڮ ආ͏፬઺ԃ਄ੰ೯࢝ٙྼ݄จԈ'), the foreign portion of the total investment in a sino-foreign joint venture education institution is limited to 50%. According to the Regulation on OperatingSino-foreign Schools of the PRC (ʕശɛ͏΍ձ਷ʕ̮ΥЪ፬ኪૢԷ'), which was promulgated by the State Council on March 1, 2003 and became effective on September 1, 2003, foreign investors invested in higher education must be foreign education institutions with relevant qualifications and experience. In light of these restrictions, we are ineligible to independently operate higher education institutions or control them through holding equity interests.

Our wholly-owned subsidiary WFOE entered into the Contractual Arrangements pursuant to which it is entitled to receive substantially all of the economic benefits from our Consolidated Affiliated Entities. We have been and are expected to continue to be dependent on our Contractual Arrangements to operate our education business. If the Contractual Arrangements that establish the structure for operating our business in China are found to be in violation of any existing or future PRC laws, rules or regulations or fail to obtain or maintain any of the required permits or approvals, we may not be able to consolidate the results of operations of our Consolidated Affiliated Entities. The relevant PRC regulatory authorities, including the MOE, would have broad discretion in dealing with such violations, including:

• revoking the business and operating licenses of our PRC subsidiary or Consolidated Affiliated Entities;
• discontinuing or restricting the operations of any related-party transactions among our PRC subsidiary or Consolidated Affiliated Entities;
• imposing penalties or additional conditions or requirements with which we, our PRC subsidiary or Consolidated Affiliated Entities may not be able to comply;
• requiring us to undergo a costly and disruptive restructuring such as forcing us to establish new entities, re-apply for the necessary licenses or relocate our businesses, staff and assets;
• restricting or prohibiting our use of proceeds from public offering or other financing activities to finance our business and operations in China; or
• taking other regulatory or enforcement actions, including imposing fines, which could be harmful to our business.

The imposition of any of these penalties may result in a material and adverse effect on our ability to conduct our business in China and a loss of our economic benefits in the assets and operations of our Consolidated Affiliated Entities. In addition, if the imposition of any of these penalties causes us to lose the rights to direct the activities of the Consolidated Affiliated Entities or our right to receive its economic benefits, we would no longer be able to consolidate such entity, which contributes substantially all of our consolidated net revenues.

Uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

On March 15, 2019, the National People's Congress passed the Foreign Investment Law after deliberation, which came into force on January 1, 2020. It replaced the Law of the PRC on Wholly Foreign-Owned Enterprises (ʕശɛ͏΍ձ਷̮༟Άุج'), the Law of the PRC on Sino-ForeignEquity Joint Ventures (ʕശɛ͏΍ձ਷ʕ̮Υ༟຾ᐄΆุج') and the Law on Sino-Foreign Contractual Joint Ventures of the PRC (ʕശɛ͏΍ձ਷ʕ̮ΥЪ຾ᐄΆุج'). The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. However, since it is relatively new, uncertainties still exist in relation to its interpretation and implementation. For instance, under the Foreign Investment Law, "foreign investment" refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other entities in China. Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities under the definition in the future. In addition, the definition contains a catch-all provision which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. In any of these cases, it will be uncertain whether our Contractual Arrangements will be deemed to be in violation of the market access requirements for foreign investment under PRC Laws. Furthermore, if future laws, administrative regulations or provisions prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance and business operations.

The Contractual Arrangements may not be as effective in providing us with control over our Consolidated Affiliated Entities as direct ownership.

We have relied and expect to continue to rely on the Contractual Arrangements to operate our education business in China. These Contractual Arrangements may not be as effective in providing us with control over our Consolidated Affiliated Entities as equity ownership. If we were the controlling shareholder of our Consolidated Affiliated Entities with direct ownership, we would be able to exercise our rights as shareholder, rather than our rights under the powers-of-attorney, to effect changes to its board of directors, which in turn could implement changes at the management and operational level. However, under the current Contractual Arrangements, as a legal matter, if our Consolidated Affiliated Entities or their shareholders fail to perform their respective obligations under these Contractual Arrangements, we cannot direct the corporate action of our Consolidated Affiliated Entities as the direct ownership would otherwise entail, and therefore we will be unable to maintain an effective control over the operations of our Consolidated Affiliated Entities. If we were to lose effective control over our Consolidated Affiliated Entities, we would no longer be able to consolidate their results of operations, which would materially and adversely affect our financial condition and results of operations. In addition, losing effective control over our Consolidated Affiliated Entities may negatively impact our operational efficiency and brand image.

The beneficial owners of our Consolidated Affiliated Entities may have conflicts of interest with us, which may materially and adversely affect our business and financial condition.

The Registered Shareholders are the beneficial owners of our Consolidated Affiliated Entities and their interests may differ from our interests as a whole. We cannot assure you that when conflicts of interest arise, the Registered Shareholders will act in our best interests or that such conflicts will be resolved in our favor. In addition, the Registered Shareholders may breach, or cause our Consolidated Affiliated Entities to breach, or refuse to renew, the existing Contractual Arrangements with us. If we cannot resolve any conflict of interest or dispute between us and the Registered Shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. These uncertainties may impede our ability to enforce the Contractual Arrangements. If we are unable to resolve any such conflicts, or if we experience significant delays or other obstacles as a result of such conflicts, our business and operations could be severely disrupted, which could materially and adversely affect our results of operations and damage our reputation.

In addition, although the equity pledge agreements we entered into with the Registered Shareholders provide that the pledged equity interests constitute continuing security for any and all of the indebtedness, obligations and liabilities under all of the principal service agreements, it is possible that a PRC court could take the position that the amounts listed on the equity pledge registration forms or estimated in the equity pledge agreements represent the full amounts of the collateral that have been registered and perfected. If this were to happen, the obligations that are supposed to be secured in the equity pledge agreements in excess of the amounts listed on the equity pledge registration forms or estimated in the equity pledge agreements could be deemed unsecured debts by the PRC court, which take the last priority among creditors.

Our exercise of the option to acquire the equity interest of our Consolidated Affiliated Entities may be subject to certain limitations and we may incur substantial costs.

We may incur substantial cost in the exercise of the option to acquire the equity interests in our Consolidated Affiliated Entities. Pursuant to the Contractual Arrangements, WFOE has the exclusive right to require the shareholders of our Consolidated Affiliated Entities to transfer their equity interests in our Consolidated Affiliated Entities, in whole or in part, to WFOE or a third party designated by WFOE at any time and from time to time, at the lowest price allowed under PRC laws and regulations at the time of transfer. If the relevant PRC authorities determine that the purchase prices for acquiring our Consolidated Affiliated Entities are below the market value, they may require WFOE to pay enterprise income tax for ownership transfer income with reference to the market value. The amount of the tax may be substantial, which could materially and adversely affect our business, financial condition and results of operations.

Any failure by our Consolidated Affiliated Entities or their respective shareholders to perform their obligations under our Contractual Arrangements would potentially lead to the incurrence of additional costs and the expending of substantial resources on our part to enforce such arrangements, temporary or permanent loss of control over our primary operations or loss of access to our primary sources of revenue.

Under the current Contractual Arrangements, if any of our Consolidated Affiliated Entities or their respective shareholders fails to perform their respective obligations under these Contractual Arrangements, we may incur substantial costs and resources to enforce such arrangements and rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief and claiming damages.

The Contractual Arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts will be interpreted in accordance with PRC laws and any disputes will be resolved in accordance with PRC legal procedures. Under PRC laws, rulings by arbitrators are final and the parties to a dispute cannot appeal the arbitration results in any court based on the substance of the case. The prevailing party may enforce the arbitration award by instituting arbitration award recognition proceedings with a competent PRC court. The legal environment in the PRC is not as developed as in other jurisdictions, such as Hong Kong and the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these Contractual Arrangements. If we are unable to enforce these Contractual Arrangements, we may not be able to exert effective control over our Consolidated Affiliated Entities and their shareholders. As a result, our business and operations could be severely disrupted, which could damage our reputation and materially and adversely affect our business, financial condition, results of operations and prospects.

In addition to the enforcement costs outlined above, during the course of disputes regarding such enforcement action, we may temporarily lose effective control over our schools in China, which may lead to loss of revenue or potentially lead to the incurrence of additional costs and the expending

of substantial resources on our part to operate our business in the absence of effective enforcement
of the Contractual Arrangements. If this were to occur, our business, financial condition and results
of operations may be materially and adversely affected and the value of your investments in the

Bonds may decrease.

The Contractual Arrangements may be subject to the scrutiny of the PRC tax authorities and additional tax may be imposed, which may materially and adversely affect our results of operations.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the exclusive management consultancy and business cooperation agreement we have with our Consolidated Affiliated Entities do not represent an arm's-length price and adjust any of those entities' income in the form of a transfer pricing adjustment. A transfer pricing adjustment could increase our tax liabilities. As WFOE has the right to receive service fees under the Contractual Arrangements, our Group as a whole would pay a higher effective tax rate as the service fees received by WFOE under the Contractual Arrangements are subject to the PRC enterprise income tax and value-added tax. In addition, PRC tax authorities may take the view that our subsidiaries or Consolidated Affiliated Entities have improperly minimizedtheir tax obligations, and we may not be able to rectify any such incident within the limited timeline required by PRC tax authorities. As a result, the PRC tax authorities may impose late payment fees and other penalties on us for under-paid taxes, which could materially and adversely affect our business, financial condition and results of operations.

Certain terms of the Contractual Arrangements may not be enforceable under PRC laws.

The Contractual Arrangements provide for dispute resolution by way of arbitration in accordance with the arbitration rules of the China International Economic and Trade Arbitration Commission in Beijing, the PRC. The Contractual Arrangements provide that the arbitral body may award remedies over the equity interests and/or assets of our Consolidated Affiliated Entities, injunctive relief and/or winding up of our Consolidated Affiliated Entities. In addition, the Contractual Arrangements provide that courts in Hong Kong and the Cayman Islands are empowered to grant interim remedies in support of the arbitration pending the formation of an arbitral tribunal. However, the abovementioned provisions contained in the Contractual Arrangements may not be enforceable. Under PRC laws, an arbitral body does not have the power to grant any injunctive relief or provisional or final winding-up order to preserve the assets of or any equity interest in our Consolidated Affiliated Entities in case of disputes. Therefore, such remedies may not be available to us, notwithstanding the relevant contractual provisions contained in the Contractual Arrangements. PRC laws allow an arbitral body to award the transfer of assets of or equity interests in our Consolidated Affiliated Entities in favor of an aggrieved party.

In the event of noncompliance with such award, enforcement measures may be sought from the court. However, the court may or may not support the award of an arbitral body when deciding whether to take enforcement measures. Under PRC laws, courts of judicial authorities in the PRC generally do not grant injunctive relief or the winding-up order against our Consolidated Affiliated Entities as interim remedies to preserve the assets or equity interests in favor of any aggrieved party. Even though the Contractual Arrangements provide that courts in Hong Kong and the Cayman Islands may grant and/or enforce interim remedies or in support of arbitration, such interim remedies (even if so granted by courts in Hong Kong or the Cayman Islands in favor of an aggrieved party) may not be recognized or enforced by PRC courts. As a result, in the event that any of our Consolidated Affiliated Entities or their shareholders breaches any of the Contractual Arrangements, we may not be able to obtain sufficient remedies in a timely manner, and our ability to exert effective control over our Consolidated Affiliated Entities and conduct our education business could be materially and adversely affected.

We rely on dividend and other payments from WFOE to pay dividends and other cash distributions to our Shareholders and any limitation on the ability of WFOE to pay dividends to us would materially and adversely limit our ability to pay dividends to our Shareholders.

Our Company is a holding company and our ability to pay dividends and other cash distributions to our Shareholders, service any debt we may incur and meet our other cash requirements depends significantly on our ability to receive dividends and other distributions from WFOE, our PRC subsidiary. The amount of dividends paid to our Company by WFOE depends solely on the service fees paid to WFOE by our Consolidated Affiliated Entities. However, there are restrictions under PRC laws for the payment of dividends to us by WFOE. For example, relevant PRC laws and regulations permit payments of dividends by WFOE only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, WFOEis required to set aside at least 10% of its after-tax profits based on PRC accounting standards each year to fund a statutory reserve, until the accumulated amount of such reserve has exceeded 50% of its registered capital. Consequently, WFOE is restricted in its ability to transfer a portion of its net assets to us or any of our other subsidiaries in the form of dividends, loans or advances. The foregoing restrictions on the ability of WFOE to pay dividends to us and the limitations on the ability of Consolidated Affiliated Entities to pay service fees to WFOE could materially and adversely limit our ability to borrow money outside of China or pay dividends to holders of our Shares.

Our Consolidated Affiliated Entities may be subject to limitations on their ability to operate private education business or make payments to related parties.

The principal regulations governing private education in China are the Law for Promoting Private Education (ʕശɛ͏΍ձ਷͏፬઺ԃڮආج'), which became effective as of 2003 and was amended in 2013, 2016 and 2018, and the Implementation Rules for the Law for Promoting Private Education (ʕശɛ͏΍ձ਷͏፬઺ԃڮආجྼ݄ૢԷ') (the "Implementation Rules"). Under these regulations, a private school may elect to be a school that does not require reasonable returns or a school that requires reasonable returns. A private school that does not require reasonable returns cannot distribute dividends to its school sponsors. Most of our schools have elected to be private schools of which the school sponsors require reasonable returns. However, current PRC laws and regulations do not provide a formula or guidelines for determining the amount of "reasonable returns" which can be distributed. In addition, current PRC laws and regulations do not distinguish between the requirements or restrictions on a private school's ability to operate its education business based on its status as a school of which the school sponsors require a reasonable returns or a school of which the school sponsors do not require reasonable returns.

Pursuant to the Amendment, school sponsors of private school may choose to establish non-profit or for-profit private schools at their own discretion (with the exception that schools providing compulsory education can only be established as non-profit private schools), rather than to choose whether to require reasonable returns. School sponsors of for-profit private schools are entitled to retain the profits and proceeds from the schools and the operation surplus may be allocated to the school sponsors pursuant to the PRC Company Law and other relevant laws and regulations. School sponsors of non-profit private schools are not entitled to any distribution of profits or revenue from the non-profit schools they operate and all operation surpluses of the schools shall be used for the operation of the schools. However, the Amendment remains silent on the requirement of the development fund of the non-profit schools or for-profit schools.

As a holding company, our ability to pay dividends and other cash distributions to our Shareholders depends solely on our ability to receive dividends and other distributions from WFOE, which in turn depends on the service fees paid to WFOE from our Consolidated Affiliated Entities. However, the relevant PRC government authorities may seek to confiscate any or all of the service fees that have been paid by our schools to WFOE, including retrospectively, to the extent that such service fees are tantamount to "reasonable returns" (for the period prior to the Amendment becoming effective) or demand profit distribution (after the Amendment becoming effective and if our schools elect to register as non-profit schools) taken by the school sponsors of these schools in violation of PRC laws and regulations. The relevant PRC government authorities may also seek to stop student enrollment at our schools or, in a more extreme situation, revoke the operation permits of these schools. As a result, our business, our financial position and the market price of the Bonds and our Shares may be materially and adversely affected.

If any of our Consolidated Affiliated Entities becomes subject to winding up or liquidation proceedings, we may lose the ability to use and enjoy certain important assets held by our Consolidated Affiliated Entities, which could negatively impact our business and materially and adversely affect our ability to generate revenue.

Our Consolidated Affiliated Entities hold assets that are essential to the operation of our business, including operating permits and licenses, real estate leases, buildings, groups of buildings and other educational facilities related to the schools. Under the irrevocable powers of attorney, the Registered Shareholders may not unilaterally, without our consent, decide to voluntarily liquidate our Consolidated Affiliated Entities.

If any of these entities goes bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of our Consolidated Affiliated Entities undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

We may not be able to meet the Qualification Requirement and our plan to unwind the Contractual Arrangements may be subject to certain limitations.

Pursuant to the Regulation on Sino-Foreign Cooperation in Operating Schools (ʕശɛ͏΍ձ ਷ʕ̮ΥЪ፬ኪૢԷ), promulgated by the State Council in 2003 and amended on July 18, 2013 (the "Sino-Foreign Regulation"), the foreign investor in a sino-foreign joint venture school which provides higher education mainly for PRC students (a "Sino-Foreign Joint Venture Private School") must be a foreign educational institution with relevant qualification and high quality of education (the "Qualification Requirement"). However, there are no implementing measures or specific guidance on the Qualification Requirement in accordance with the existing PRC laws and regulations, and it is currently uncertain as to what specific criteria must be met by a foreign investor (such as length of experience or form and extent of ownership in the foreign jurisdiction) in order to demonstrate to the relevant education authority that it meets the Qualification Requirement.

Despite the lack of clear guidance or interpretation on the Qualification Requirement, we are committed to working towards meeting the Qualification Requirement and have adopted a specific plan to expend genuine efforts and financial resources for the purpose of being qualified as early as possible. Such steps include but are not limited to establishing a Hong Kong subsidiary which will serve as the main control hub of our overseas business, communicating and negotiating with experienced and reputable overseas education services providers in various form of potential cooperation. As the steps taken by us to fulfil the Qualification Requirement will be subject to the substantive examination by the relevant education authorities at the provincial or national level, we cannot assure you that we will be able to meet the Qualification Requirement in the future and the plan we have adopted will be sufficient to satisfy the Qualification Requirement.

Notwithstanding we propose to unwind the Contractual Arrangements wholly or partially as and when practicable and permissible under the prevailing PRC laws and regulations, we may be unable to do so before we are in a position to comply with the Qualification Requirement. If we otherwise attempt to unwind the Contractual Arrangements before we satisfy the Qualification Requirement, wemay be considered by the regulatory authorities as ineligible for the provision of higher education services mainly for PRC students, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Doing Business in China

Adverse changes in the economic, political and social conditions as well as laws and government policies in China may materially and adversely affect our business, financial condition, results of operations and prospects.

The economic, political and social conditions in China differ from those in more developed countries in many respects, including structure, government involvement, level of development, growth rate, control of foreign exchange, capital reinvestment, allocation of resources, rate of inflation and trade balance position. Before the adoption of its reform and opening up policies in 1978, the PRC was primarily a planned economy. In recent years, the PRC government has been reforming the PRC economic system and government structure. For example, the PRC government has implemented economic reform and measures emphasizing the utilization of market forces in the development of the PRC economy. Economic reform measures, however, may be adjusted, modified or applied inconsistently from industry to industry or across different regions of the country.

We cannot predict whether the ongoing evolution of economic condition in China would have any adverse effect on our current or future business, financial condition or results of operations. Despite these economic reforms and measures, the PRC government continues to play a significant role in regulating industrial development, allocation of natural and other resources, production, pricing and management of currency, and there can be no assurance that the PRC government will continue to pursue a policy of economic reform or that the direction of reform will continue to be market friendly. Our ability to successfully expand our business operations in China depends on a number of factors, including macro-economic and other market conditions, and credit availability from lending institutions. Stricter credit or lending policies in China may affect our ability to obtain external financing, which may reduce our ability to implement our expansion strategies. We cannot assure you that the PRC government will not implement any additional measures to tighten credit or lending standards, or that, if any such measure is implemented, it will not adversely affect our future results of operations or profitability. Demand for our services and our business, financial condition and results of operations may be materially and adversely affected by the following factors:

• political instability or changes in social conditions of the PRC;
• changes in laws, regulations, and administrative directives or the interpretation thereof;

• measures which may be introduced to control inflation or deflation; and
• changes in the rate or method of taxation.

These factors are affected by a number of factors which are beyond our control.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our Consolidated Affiliated Entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business operations.

As an offshore holding company of our PRC subsidiary, we may use the net proceeds from this offering to (i) extend loans to our Consolidated Affiliated Entities; (ii) make additional capital contributions to our PRC subsidiary; (iii) establish new subsidiaries in China and make additional new capital contributions to them; and (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

• loans by us to WFOE, our subsidiary in China and a foreign-invested enterprise, cannot exceed statutory limits and must be registered with the SAFE, or its local counterparts;
• loans by us to our Consolidated Affiliated Entities, over a certain threshold, must be approved by the relevant government authorities and must also be registered with the SAFE or its local counterparts; and
• capital contributions to our schools must be approved by the MOE and the Ministry of Civil Affairs or their respective local counterparts.

We expect that PRC laws and regulations may continue to limit our use of net proceeds from this offering or from other financing sources. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions by us to our entities in China. If we fail to receive such registrations or approvals, our ability to use the net proceeds from this offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

Failure to comply with PRC regulations regarding the registration requirements for employee share ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, the SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas

Publicly-Listed Companies (਷࢕̮ි၍ଣ҅ᗫ׵ྤʫࡈɛਞၾྤ̮ɪ̹ʮٰ̡ᛆዧᎸࠇ೥̮ි၍ ଣϞᗫਪᕚٙஷٝ') (the "Stock Option Rules"). Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in stock incentive plan in an overseas publicly-listed company are required to register with the SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of the overseas publicly-listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. The participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseasentrusted institution or other material changes. We and our PRC employees who have been granted share options will be subject to these regulations upon the completion of this offering. Failure of our PRC share option holders to complete their SAFE registrations may subject these PRC residents to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to distribute dividends to us, or otherwise materially and adversely affect our business, financial condition and results of operations.

Restrictions on currency exchange under PRC laws may limit our ability to convert cash derived from our operating activities into foreign currencies and may materially and adversely affect the value of your investment.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Substantially all of our revenue is denominated in Renminbi. Under our current corporate structure, our income is primarily derived from dividend payments from WFOE, our PRC subsidiary. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiary and our Consolidated Affiliated Entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations, if any. Under the existing PRC foreign exchange regulations, the Renminbi is currently convertible, without prior approval from the SAFE, under current account transactions, including profit distributions, interest payments and expenditures from trade-related transactions, as long as certain procedural requirements are complied with. However, approval from and registration with the SAFE and other PRC regulatory authorities are required to convert Renminbi into foreign currencies and remit out of China for capital account transactions, which includes foreign direct investment and repayment of loans denominated in foreign currencies. The PRC government may also, at its discretion, restrict access in the future to foreign currencies for current account transactions. Any existing and future restrictions on currency exchange in China may limit our ability to convert cash derived from our operating activities into foreign currencies to fund expenditures denominated in foreign currencies. If the foreign exchange restrictions in China prevent us from obtaining the foreign currencies we need, we may not be able to pay dividends in the foreign currencies to our Shareholders in currencies other than Renminbi. Furthermore, foreign exchange control in respect of the capital account transactions could affect our PRC subsidiary's and Consolidated Affiliated Entities' ability to obtain foreign exchange or conversion into Renminbi through debt or equity financing, including by means of loans or capital contributions from us.

Fluctuations in exchange rates may result in foreign currency exchange losses and may have a material adverse effect on your investment.

The change in the value of Renminbi against other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions and China's foreign exchange policies. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future.

Substantially all of our revenue and costs are denominated in Renminbi and most of our financial assets are also denominated in Renminbi. We rely entirely on dividends and other fees paid to us by our PRC subsidiary and our Consolidated Affiliated Entities. Our proceeds from this offering will be denominated in U.S. dollar. Since April 2019, Renminbi has depreciated in value against theU.S. dollar amidst an uncertain trade and global economic climate. There is no assurance that the Renminbi will not experience significant fluctuations against the U.S. dollar in the future. Furthermore, since our revenues and profits are denominated in Renminbi, any depreciation of Renminbi would materially and adversely affect our cash flow, earnings and financial position, our ability to service our foreign currency obligations, as well as our ability to satisfy our obligations under the Bonds.

Inflation in the PRC could negatively affect our profitability and growth.

The economy of China has been experiencing significant growth, leading to inflation and increased labor costs. According to the National Bureau of Statistics of China, the year-over-year percent change in the consumer price index in China was 2.9% in 2019. China's overall economy and the average wage in the PRC are expected to continue to grow. Future increases in China's inflation and material increases in the cost of labor may materially and adversely affect our profitability and results of operations unless we are able to pass on these costs to our students by increasing tuition.

The legal system of the PRC is not fully developed and there are inherent uncertainties that may affect the protection afforded to our business and our Shareholders.

Our business and operations in the PRC are governed by the PRC legal system that is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since the late 1970s, the PRC government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, as these laws and regulations are relatively new and continue to evolve, interpretation and enforcement of these laws and regulations involve significant uncertainties and different degrees of inconsistency. Some of the laws and regulations are still in the developmental stage and are therefore subject to policy changes. Many laws, regulations, policies and legal requirements have only been recently adopted by PRC central or local government agencies, and their implementation, interpretation and enforcement may involve uncertainty due to the lack of established practice available for reference. We cannot predict the effect of future legal developments in the PRC, including the promulgation of new laws, changes in existing laws or their interpretation or enforcement, or the pre-emption of local regulations by national laws. As a result, there is substantial uncertainty as to the legal protection available to us and our Shareholders. Furthermore, due to the limited volume of published cases and the non-binding nature of prior court decisions, the outcome of dispute resolution may not be as consistent or predictable as in other more developed jurisdictions, which may limit the legal protection available to us. In addition, any litigation in the PRC may be protracted and result in substantial costs and the diversion of resources and management attention.

As holder of our Bonds, you will hold an indirect interest in our operations in China. Our operations in the PRC are subject to PRC regulations governing PRC companies. These regulations contain provisions that are required to be included in the articles of association of PRC companies and are intended to regulate the internal affairs of these companies. PRC company law and regulations, in general, and the provisions for the protection of shareholders' rights and access to information, in particular, may be considered less developed than those applicable to companies incorporated in Hong Kong, the United States and other developed countries or regions. In addition, PRC laws, rules and regulations applicable to companies listed overseas do not distinguish betweenminority and controlling shareholders in terms of their rights and protections. As such, our minority Shareholders may not have the same protections afforded to them by companies incorporated under the laws of the United States and certain other jurisdictions.

It may be difficult to effect service of process upon us, our directors or our executive officers that reside in China or to enforce against them or us in China any judgments obtained from non-PRC courts.

The legal framework to which we are subject to is materially different from the Companies Ordinance or corporate law in the United States and other jurisdictions with respect to certain areas, including the protection of minority shareholders. In addition, the mechanisms for enforcement of rights under the corporate governance framework to which we are subject to are also relatively undeveloped and untested. However, according to the PRC Company Law, shareholders may commence a derivative action against the directors, supervisors, officers or any third party on behalf of a company under certain circumstances.

On July 14, 2006, the Supreme People's Court of the PRC and the Government of Hong Kong signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned (ᗫ׵ʫήၾ࠰ಥतй

Б݁ਜج৫ʝ޴Ⴉ̙ձੂБ຅ԫɛ՘ᙄ၍ᒍٙ͏ਠԫࣩ΁кӔٙτર'). Under such arrangement, where any designated people's court in the PRC or any designated Hong Kong court has made an enforceable final judgment requiring payment of money in a civil and commercial case pursuant to a choice of court agreement in writing by the parties, any party concerned may apply to the relevant people's court in the PRC or Hong Kong court for recognition and enforcement of the judgment. Although this arrangement became effective on August 1, 2008, the outcome and effectiveness of any action brought under the arrangement may still be uncertain. In addition, the Supreme People's Court of the PRC and the Department of Justice of Hong Kong jointly published the Arrangements for Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Cases between Courts of the Mainland and Hong Kong Special Administrative Region (ᗫ׵ʫήၾ࠰ಥतйБ݁ ਜج৫޴ʝႩ̙ձੂБ͏ਠԫࣩ΁кӔٙτર') on January 18, 2019, which has not come into effect. It remains uncertain with respect to the interpretation and enforcement of such arrangement.

All our senior management members reside in China, and substantially all of our assets, and substantially all of the assets of those persons are located in China. Therefore, it may be difficult for investors to effect service of process upon those persons inside China or to enforce against us or them in China any judgments obtained from non-PRC courts. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands, the United States, the United Kingdom, Japan and many other developed countries. Therefore, recognition and enforcement in China of judgments of a court in any of these jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or even impossible.

If we are classified as a PRC "resident enterprise," holders of our Shares may be subject to a PRC withholding tax on the dividends paid by us and PRC tax on gain from the sale of our Shares.

Under the Enterprise Income Tax Law (ʕശɛ͏΍ձ਷Άุה੻೼ج'), or the EIT Law, and its implementing regulations, an enterprise established outside China with its "de facto management body" within China is considered a "resident enterprise" in China and will be subjectto the PRC enterprise income tax at the rate of 25% on its worldwide income. The tax authority reviews factors such as the routine operation of the organizational body that effectively manages the enterprise's production and business operations, locations of personnel holding decision-making power, location of finance and accounting functions and properties of the enterprise. The EIT Law's implementation regulations define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." The State Taxation Administration, or the STA, issued the Notice regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto

Management Bodies (ᗫ׵ྤ̮ൗ̅ʕ༟છٰΆุԱኽྼყ၍ଣዚ࿴ᅺ๟Ⴉ֛މ֢͏ΆุϞᗫਪ ᕚٙஷٝ'), or the STA Circular 82, on April 22, 2009. The STA Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore incorporated enterprise is located inside China, stating that only a company meeting all the criteria would be deemed to have its de facto management body inside China. One of the criteria is that a company's major assets, accounting books and minutes and files of its board and shareholders' meetings are located or kept in China. In addition, the STA issued a bulletin on August 3, 2011, effective from September 1, 2011, providing more guidance on the implementation of the STA Circular 82. This bulletin clarifies matters including residence status determination, post-determination administration and competent tax authorities. Although both the STA Circular 82 and the bulletin apply only to offshore enterprises controlled by PRC enterprises and there are currently no further rules or precedents governing the procedures and specific criteria for determining "de facto management body" for companies like ours, the determination criteria set forth in STA Circular 82 and the bulletin may reflect the STA's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented with respect to such enterprises, regardless of whether they are controlled by PRC enterprises or PRC individuals.

As all of our senior management members are based in China, it remains unclear as to how the tax residency rule will apply to our case. We do not believe that our Company or any of our Hong Kong or BVI subsidiaries should be qualified as a "resident enterprise" as each of our offshore holding entities is a company incorporated outside China. As holding companies, each of these entities' corporate documents, minutes and files of the board and shareholders' meetings are located and kept outside China. Therefore, we believe that none of our offshore holding entities should be treated as a "resident enterprise" with its "de facto management bodies" located within China as defined by the relevant regulations for PRC enterprise income tax purposes. However, as the tax resident status of an enterprise is subject to determination by the PRC tax authorities, there are uncertainties and risks associated with this issue.

Under the EIT Law, non-PRC resident enterprise shareholders of a PRC resident enterprise will be subject to a 10% withholding tax on dividends received from the PRC resident enterprise and 10% tax on gain recognized with respect to the sale of shares of the resident enterprise. Accordingly, if we are treated as a PRC resident enterprise, our non-PRC resident enterprise Shareholders may be subject to a 10% withholding tax on dividends received from us and 10% tax on gain recognized with respect to the sale of our Shares, unless such tax is reduced by an applicable income tax treaty between China and the Shareholder's jurisdiction of residence. Non-PRC resident individual

Shareholders, may be subject to 20% withholding tax on dividends received from us and gainsrealized with respect to the sale of our Shares if we are treated as a PRC resident enterprise. Any such tax on the dividends received by our Shareholders from us may be withheld at source. Any tax due as a result of us being treated as a PRC resident enterprise may reduce the returns on your investment in our Bonds.

The discontinuation of any preferential tax treatments currently available to us, in particular the tax exempt status of our schools, could materially and adversely affect our results of operations.

According to the Implementation Rules for the Law for Promoting Private Education, private schools for which the school sponsors do not require reasonable returns are eligible to enjoy the same preferential tax treatment as public schools. The school sponsors of seven of our schools have elected to require reasonable returns. Preferential tax treatment policies applicable to private schools requiring reasonable returns are to be separately formulated by the relevant authorities. To date, however, no separate regulations or policies have been promulgated in this regard. The PRC government may promulgate tax regulations that eliminate such preferential tax treatment, or the local tax bureaus may change their policies. In each such case, we may be subject to PRC enterprise income tax going forward. Pursuant to the Amendment which came into effect on September 1, 2017, private schools are entitled to preferential tax treatments, among which non-profit private schools will be entitled to the same preferential tax treatment as public schools. The taxation policies applicable to for-profit private schools after the Amendment taking effect are still unclear as more specific provisions are yet to be introduced. Therefore, the preferential tax treatment of our schools will be subject to (i) the decision we make to operate our schools as for-profit or non-profit schools, and (ii) the tax treatment of the for-profit schools that is expected to be stipulated in the implementation regulations of the Amendment. There is no assurance that the preferential tax treatment that currently applies to our schools will not change going forward.

In addition, following the execution of the Contractual Arrangements, WFOE will initially be subject to an enterprise income tax rate of 25% and value-added tax in China and is entitled to a five-year exemption from the enterprise income tax and a further five-year tax reduction to 50% of the applicable rate. These preferential tax treatments may be subject to change and we cannot provide any assurance that the preferential tax rate applicable to WFOE will continue to apply in the future, and WFOE may therefore be required to pay a higher rate of enterprise income tax in the future. Moreover, pursuant to Notice of the Ministry of Finance and the State Administration of Taxation on Full Launch of the Pilot Program of Replacing Business Tax with Value-Added Tax (ৌ݁௅e਷ ࢕೼ਕᐼ҅ᗫ׵Όࠦપකᐄุ೼ҷᅄᄣ࠽೼༊ᓃٙஷٝ') which came into effect on May 1, 2016, formal education services provided by schools are exempted from the value-added tax. As a result, formal educational services provided by our schools are exempted from the value-added tax. However, the discontinuation of any preferential tax treatment currently available to us or the determination of any of the relevant tax authorities that we are not eligible for any of the preferential tax treatment on which we have relied or currently rely would cause our effective tax rate to increase, which would increase our tax expenses and reduce our net profit.

Any failure to complete the relevant filings under the NDRC Circular within the prescribed time frame following the completion of the issue of the Bonds may have adverse consequences for the Issuer and/or the investors of the Bonds.

On September 14, 2015, the NDRC promulgated the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (਷ ࢕೯࢝ҷࠧ։ᗫ׵પආΆุ೯Б̮ව௪ࣩ೮াՓ၍ଣҷࠧٙஷٝ(೯ҷ̮༟[2015]2044໮) ') (the

"NDRC Circular"). According to the NDRC Circular, if a PRC enterprise or an offshore enterprise controlled by a PRC enterprise wishes to issue bonds outside of the PRC with a maturity of more than one year, such enterprise must, in advance of issuing such bonds, file certain prescribed documents with the NDRC and procure a registration certificate from the NDRC in respect of such issuance (the "Pre-issuance Registration Certificate"). In addition, the enterprise must also report certain details of the bonds to the NDRC within ten business days of the completion of the bond issue (the "NDRC Post-issue Filing").

The Issuer obtained the Pre-issuance Registration Certificate in respect of the offering of the Bonds from the NDRC on February 9, 2021. It has undertaken to within the prescribed time period, file or cause to be filed with the NDRC the NDRC Post-issue Filing. The administration and interpretation of the NDRC Circular may be subject to a certain degree of uncertainty as well as executive and policy discretion by the NDRC. In particular, as of the date of this Offering Circular, it is unclear whether the system for the acceptance of the NDRC Post-issue Filing is fully operational. As a result, there can be no assurance that the NDRC Post-issue Filing may be completed by the Issuer within the prescribed time frame or at all. Any failure by the Issuer to complete the NDRC Post-issue Filing in accordance with the prescribed time frame (including as a result of reasons outside of the Issuer's control) may have an adverse impact on the Issuer.

Risks Relating to Ownership of the Bonds and Our Shares and the Offering of the Bonds

The Bonds are unsecured obligations.

The Bonds constitute direct, unsubordinated, unconditional, and (subject to "Terms and Conditions of the Bonds - Covenants - Negative Pledge") unsecured obligations of the Issuer ranking pari passu and rateably, without any. The payment obligations of the Issuer under the Bonds, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to the negative pledge contained in Condition 4(A) of the Terms and Conditions rank equally with all of its other present and future unsecured and unsubordinated obligations. The Guarantee will, similarly, constitute direct, unconditional, unsubordinated and unsecured obligations of the Company and shall, save for any obligations preferred by any applicable law, will rank at least equally with all of its other present and future senior, unsecured and unsubordinated obligations. Therefore, the Bonds and the Guarantee will be unsecured obligations of the Issuer and the Company, respectively. The obligations under the Bonds and the Guarantee may be adversely affected if:

• the Group enters into bankruptcy, liquidation, rehabilitation or other winding-up proceedings;
• there is a default in payment under the Group's future secured indebtedness or other unsecured indebtedness; or
• there is an acceleration of any of the Group's indebtedness.

If any of the above events occurs, the Group's assets may not be sufficient to pay amounts due on the Bonds.

Changes in market interest rates may adversely affect the value of the Bonds.

Investment in the Bonds, which carry a fixed rate of interest, involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.

The Bonds may not be a suitable investment for all investors.

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Offering Circular;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Bonds; and
• understand thoroughly the terms of the Bonds and be familiar with the behavior of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

A potential investor should not invest in Bonds, which are complex financial instruments, unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Bonds will perform under changing conditions, the resulting effects on the value of such Bonds and the impact this investment will have on the potential investor's overall investment portfolio. Additionally, the investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (a) the Bonds are legal investments for it, (b) the Bonds can be used as collateral for various types of borrowing and (c) other restrictions apply to its purchase of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Bonds under any applicable risk-based capital or similar rules.

Holders will have no rights as holders of the Shares prior to conversion of the Bonds, but are subject to changes made with respect to the Shares.

Unless and until the Bondholders acquire the Shares upon conversion of the Bonds, they will have no rights with respect to the Shares, including any voting rights or rights to receive any regular dividends or other distributions with respect to the Shares. However, such Bondholders are subject to all changes affecting the Shares. For example, in the event that an amendment is proposed to theCompany's articles of association requiring shareholders' approval, and the record date for determining the registered shareholders entitled to vote on the amendment occurs prior to the date of conversion of the Bonds for such Shares and (as applicable) the date of registration by the relevant Bondholder as the holder thereof, that Bondholder would not be entitled to vote on the amendment but would nevertheless be subject to any resulting changes in the powers, preferences or special rights that affect the Shares after conversion. Upon conversion of the Bonds, these holders will be entitled to exercise the rights of holders of the Shares only as to actions for which the applicable record date occurs after the date of conversion.

We may not have the ability to redeem the Bonds.

We will at maturity be required to redeem all of the Bonds and the Bondholders may require us to redeem for cash all or some of their Bonds on March 2, 2024 or upon a transaction or event constituting a change of control or delisting or otherwise as described under the headings "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Redemption at the Option of the Bondholders" and "Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation - Redemption for Relevant Event." We may not have sufficient funds or other financial resources to make the required redemption in cash at such time or the ability to arrange necessary financing on acceptable terms, or at all. Our ability to redeem the Bonds in such event may also be limited by the terms of other debt instruments. Failure to repay, repurchase or redeem tendered Bonds by us would constitute an event of default under the Bonds, which may also constitute a default under the terms of other indebtedness held by us.

The Bonds may be redeemed at our option.

We may, having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Agent and the Bondholders, redeem all but not some only of the Bonds at their Early Redemption Amount (as defined in the Terms and Conditions) at any time after March 18, 2024 but prior to the Maturity Date or if, conversion rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 90 per cent. or more in principal amount of the Bonds originally issued (which shall for this purpose include any further bonds issued in accordance with the Terms and Conditions of the Bonds and consolidated and forming a single series therewith).

An optional redemption feature is likely to limit the market value of the Bonds. During any period when we may elect to redeem Bonds, the market value of those Bonds will generally not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period. The date on which we elect to redeem the Bonds may not accord with the preference of individual Bondholders. This may be disadvantageous to the Bondholders in light of market conditions or the individual circumstances of the Bondholders. In addition, we may be expected to redeem Bonds when its cost of borrowing is lower than the interest rate on the Bonds. At those times, an investor may not be able to reinvest the redemption proceeds in comparable securities at an effective distribution rate at the same level as that of the Bonds.

The Bonds will be structurally subordinated to subsidiary debt.

Payments under the Bonds and the Guarantee will be structurally subordinated to the claims of all holders of debt securities and other creditors, including trade creditors, of the Company's subsidiaries, and to all our secured creditors. A substantial part of the Company's operations areconducted through the Company's subsidiaries, associated companies and jointly controlled entities. Accordingly, the Company will be dependent on the operations of its subsidiaries, associated companies and jointly controlled entities to service its indebtedness, including interest and principal on the Bonds. In the event of an insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of any of the Company's subsidiary, creditors of such subsidiary generally will have the right to be paid in full before any distribution is made to us.

Short selling of the Shares by purchasers of the Bonds could materially and adversely affect the market price of the Shares.

The issuance of the Bonds may result in downward pressure on the market price of the Shares.

Many investors in convertible bonds seek to hedge their exposure in the underlying equity securities, often through short selling the underlying equity securities or similar transactions. Any short selling or similar hedging activity could place significant downward pressure on the market price of the Shares, thereby having a material adverse effect on the market value of the Shares as well as on the trading price of the Bonds.

The insolvency laws of the PRC, the Cayman Islands and other local insolvency laws may differ from those of any other jurisdiction with which holders of the Bonds are familiar.

As some of the Company's subsidiaries and Consolidated Affiliated Entities are established under the laws of the PRC, and each of the Issuer and the Guarantor are incorporated under the laws of the Cayman Islands, an insolvency proceeding relating to these subsidiaries or consolidated affiliated entities, even if brought in other jurisdictions, would likely involve insolvency laws of PRC and/or the Cayman Islands the procedural and substantive provisions of which may differ from comparable provisions of bankruptcy law in other jurisdictions. Investors should analyze the risks and uncertainties carefully before they invest in the Bonds.

A trading market for the Bonds may not develop, and there are restrictions on resale of the Bonds.

The Bonds are a new issue of securities for which there is currently no trading market. Although we will make a formal application for the listing of, and permission to deal in, the Bonds on the Hong Kong Stock Exchange, there is no assurance that we will obtain or be able to maintain such listing on the Hong Kong Stock Exchange, or that, if listed, a liquid trading market will develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have an adverse effect on the market value of Bonds. In addition, the Bonds are being offered pursuant to exemptions from registration under the U.S. Securities Act and, as a result, investors will only be able to resell their Bonds in transactions that have been registered under the U.S. Securities Act or in transactions not subject to or exempt from registration under the U.S. Securities Act. There is no assurance whether an active trading market for the Bonds will develop or be sustained.

If an active trading market were to develop, the Bonds could trade at a price that may be lower than the issue price of the Bonds. Whether or not the Bonds will trade at lower prices depends on many factors, including:

• prevailing interest rates and the market for similar securities;

• general economic, market and political conditions;
• the Group's financial condition, financial performance and future prospects;
• the publication of earnings estimates or other research reports and speculation in the press or investment community in relation to the Group; and
• changes in the industry and competition affecting the Group.

The liquidity and price of the Bonds following the offering may be volatile.

The price and trading volume of the Bonds may be highly volatile. Factors such as variations in our revenue, earnings and cash flows, proposals for new investments, strategic alliances and/or acquisitions, changes in interest rates, fluctuations in price for comparable companies, government regulations and changes thereof applicable to its industry and general economic conditions nationally or internationally could cause the price of the Bonds to change. Any such developments may result in large and sudden changes in the trading volume and price of the Bonds. There is no assurance that these developments will not occur in the future.

Future issuances of Shares or equity-related securities may depress the trading price of the Shares.

Any issuance of equity securities of the Issuer or the Guarantor after this offering of the Bonds could dilute the interest of the existing shareholders and could substantially decrease the trading price of the Shares. Each of the Issuer and the Guarantor may issue equity securities in the future for a number of reasons, including to finance its operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions), to adjust its ratio of debt-to-equity, to satisfy its obligations upon the exercise of outstanding warrants, options or other convertible bonds or for other reasons. Sales of a substantial number of Shares or other equity-related securities in the public market (or the perception that such sales may occur) could depress the market price of the Shares, and impair ability of the Issuer and the Guarantor to raise capital through the sale of additional equity securities. There is no restriction on ability of the Issuer and the Guarantor to issue bonds or the ability of any of the shareholders of the Issuer and the Guarantor to dispose of, encumber or pledge the Shares, and there can be no assurance that the Issuer and the Guarantor will not issue bonds or that its shareholders will not dispose of, encumber or pledge the Shares. The Issuer and the Guarantor cannot predict the effect that future sales of the Shares or other equity-related securities would have on the market price of the Shares. In addition, the price of the Shares could be affected by possible sales of the Shares by investors who view the Bonds as a more attractive means of obtaining equity participation in the Issuer and the Guarantor and by hedging or engaging in arbitrage trading activity involving the Bonds.

Our results of operations, financial condition, future prospects and business strategy could also affect the value of the Shares.

The trading price of the Shares will be influenced by the Company's operational results (which in turn are subject to the various risks to which its businesses and operations are subject) and by other factors such as changes in the regulatory environment that may affect the markets in which it operates and capital markets in general. Corporate events such as share sales, reorganizations, takeovers or share buy-backs may also adversely affect the value of the Shares. Any decline in the price of the Shares would adversely affect the market price of the Bonds.

Conversion of the Bonds would dilute the ownership interest of existing shareholders and could also adversely affect the market price of the Shares.

The conversion of some or all of the Bonds would dilute the ownership interests of existing shareholders. Any sales in the public market of the Shares issuable upon such conversion could adversely affect prevailing market prices for the Shares. In addition, the conversion of the Bonds might encourage short selling of the Shares by market participants.

Shares or any securities that are substantially similar to the Shares including, but not limited to, any securities that may be convertible into, or exchangeable for, the Shares that are eligible for future sale by the us or the Company's current Shareholders may adversely affect the value of your investment.

The market prices of the Bonds and the Shares could decline as a result of sales of a large number of the Shares or any securities that are substantially similar to the Shares including, but not limited to, any securities that may be convertible into, or exchangeable for, the Shares after this offering or the perception that such sales could occur. Except for such restrictions, there is no restriction on the Issuer or the Guarantor's ability to issue, sell or otherwise dispose of and the Company's Shareholders' ability to sell or otherwise dispose of, the Shares, and the Issuer and the Guarantor cannot assure you that it will not issue, sell or otherwise dispose of, or that any of its Shareholders will not sell or otherwise dispose of, the Shares. If the Shareholders of the Issuer and the Guarantor sell a large number of the Shares after this offering, the market price of the Bonds and the Shares could be depressed and the value of your investment could substantially decrease. The market prices of the Shares and the Bonds could also decline if substantial amounts of the Shares or securities convertible or exchangeable into the Shares are sold after the closing of this offering, or if there is a perception that these sales could occur.

Holders will bear the risk of fluctuations in the price of the Shares.

The market price of the Bonds at any time will be affected by fluctuations in the price of the Shares. The Shares are currently listed on the Hong Kong Stock Exchange. There can be no certainty as to the effect, if any, that future issues or sales of the Shares, or the availability of such Shares for future issue or sale, will have on the market price of the Shares prevailing from time to time and therefore on the price of the Bonds.

Sales of substantial numbers of Shares in the public market, or a perception in the market that such sales could occur, could adversely affect the prevailing market price of the Shares and the Bonds. The Company's results of operations, financial condition, future prospects and business strategy could affect the value of the Shares. The trading price of the Shares will be influenced by the Company's operational results and other factors, such as changes in the regulatory environment that may affect the markets in which it operates and capital markets in general. Corporate events such as share sales, organizations, takeovers or share buy-backs may also adversely affect the value of the Shares. Any decline in the price of the Shares would adversely affect the market price of the Bonds.

Holders have limited anti-dilution protection.

The Conversion Price (as defined in the "Terms and Conditions of the Bonds") will be adjusted in the event that there is a sub-division, consolidation or re-denomination, rights issues, bonus issue, reorganization, capital distribution or other adjustment including an offer or scheme which affects Shares, but only in the circumstances and only to the extent provided in "Terms and Conditions ofthe Bonds - Conversion." There is no requirement that there should be an adjustment for every corporate or other event that may affect the value of the Shares. Events in respect of which no adjustment is made may adversely affect the value of the Shares and, therefore, adversely affect the value of the Bonds.

There may be less publicly available information about the Company than is available for public companies in certain other jurisdictions.

There may be less publicly available information about companies listed in Hong Kong, such as the Company, than is regularly made available by public companies in certain other countries. In addition, the Company's financial information in this Offering Circular has been prepared in accordance with IFRS which differ in certain respects from generally accepted accounting principles ("GAAPs") in certain jurisdictions which might be material to the financial information contained in this Offering Circular. In making an investment decision, investors must rely upon their own examination of the Company, the terms of the offering and the Company's financial information, and should consult their own professional advisers for an understanding of the differences between IFRS and the GAAPs in their home jurisdictions and how those differences might affect the financial information contained in this Offering Circular.

Modification and waivers of the Conditions by majority Bondholders or the Trustee, which are binding on all Bondholders, may adversely affect Bondholders.

The Trust Deed contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders including those Bondholders who did not attend and vote at the relevant meeting and those Bondholders who voted in a manner contrary to the majority. In addition, an Extraordinary Resolution (as defined in the Trust Deed) in writing signed by or on behalf of the holders of not less than 90% in nominal amount of Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of holder of Bonds duly convened and held.

The Conditions also provide that the Issuer may direct the Trustee to effect, without the consent of the Bondholders and subject to the satisfaction of certain conditions, any modification (save for certain reserved matters) to, or any waiver of the Conditions, the Agency Agreement or the Trust Deed, if to do so could not reasonably be expected to be materially prejudicial to the interests of the Bondholders or is in the opinion of the Trustee of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of law Any such modification, authorization or waiver shall be binding on all Bondholders.

Exchange rate risks and exchange controls may affect an investor's returns on the Bonds.

We will pay interest and principal on the Bonds in United States dollars. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than United States dollar. These include the risk that exchange rates may significantly change (including changes due to devaluation of the United States dollar or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to United States dollar would decrease (i) the Investor's Currency-equivalent yield on the Bonds; (ii) the Investor's Currency-equivalent value ofthe principal payable on the Bonds; and (iii) the Investor's Currency-equivalent market value of the Bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less principal than expected, or no principal.

The Trustee may request Bondholders to provide an indemnity and/or security and/or prefunding to its satisfaction.

In certain circumstances, the Trustee may (at its sole discretion) request Bondholders to provide an indemnity and/or security and/or prefunding to its satisfaction before it takes actions on behalf of Bondholders. The Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or prefunded to its satisfaction. Negotiating and agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity and/or security and/or prefunding to it, in breach of the terms of the Trust Deed or in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the Trust Deed and the Conditions and applicable laws and regulations, it will be for the Bondholders to take such actions directly.

The Bonds will initially be represented by the Global Certificate and holders of a beneficial interest in the Global Certificate must rely on the procedures of the relevant Clearing System.

The Bonds will initially be represented by the Global Certificate. Such Global Certificate will be deposited with a common depositary for Euroclear and Clearstream (each of Euroclear and Clearstream, a "Clearing System"). Except in the circumstances described in the Global Certificate, investors will not be entitled to receive definitive Bonds. The relevant Clearing System will maintain records of the beneficial interests in the Global Certificate. While the Bonds are represented by the Global Certificate, investors will be able to trade their beneficial interests only through the Clearing Systems.

While the Bonds are represented by the Global Certificate, the Issuer will discharge our payment obligations under the Bonds by making payments to the common depositary for Euroclear and Clearstream, for distribution to their account holders. A holder of a beneficial interest in the Global Certificate must rely on the procedures of the relevant Clearing System to receive payments under the Bonds. None of the Issuer or the Guarantor has any responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Certificate.

Holders of beneficial interests in the Global Certificate will not have a direct right to vote in respect of the Bonds. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System to appoint appropriate proxies.

The Company's public Shareholders may have more difficulty in protecting their interests than they would as a shareholder of a corporation of other jurisdictions.

The Guarantor's corporate affairs are governed by its Memorandum and Articles of Association governing Cayman Islands companies. The rights of the Shareholders of the Guarantor to bring Shareholders' suits against its board of Directors under Cayman Islands laws are much more limited than those of the shareholders of corporations of some other jurisdictions. Therefore, the public

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

Original document
Permalink

Disclaimer

Hope Education Group Co. Ltd. published this content on 03 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2021 04:09:03 UTC.

Delayed Hong Kong S.E. Other stock markets 23:29:49 2024-05-15 EDT			5-day change	1st Jan Change
0.265 ^HKD	0.00%		+12.97%	-25.00%

05-01	XJ International H1 Profit Dips Despite Higher Revenue	MT
04-30	XJ International Holdings Co., Ltd. Reports Earnings Results for the Half Year Ended February 29, 2024	CI

XJ International H1 Profit Dips Despite Higher Revenue	04-30	MT
XJ International Holdings Co., Ltd. Reports Earnings Results for the Half Year Ended February 29, 2024	04-30	CI
XJ International Holdings Co., Ltd. Announces Board and Committee Changes	04-26	CI
XJ International Seeking Options After Winding-Up Petition	04-14	MT
XJ International Faces Winding-Up Petition over Alleged $325 Million Non-Payment	04-02	MT
XJ International Holding Seeks Suspension of Convertible Bonds Trade	03-05	MT
XJ International Defaults on Bonds Worth $315 Million; Shares Tumble 9%	03-05	MT
XJ International's CEO Buys Additional Shares	02-14	MT
Hope Education Subsidiary Offloads Stake in Nanchang, China School; Shares Rise 3%	01-31	MT
Hope Education Group Co., Ltd. Announces Executive Changes	01-24	CI
Hope Education Group CEO Boosts Stakeholding; Shares Fall 3%	01-17	MT
Hope Education Group Co., Ltd. Announces Resignation of Lu Zhichao as Non-Executive Director and Member of Audit Committee and Strategy and Development Committee	01-16	CI
Hope Education Arm Acquires Land Use Rights for College Campus	01-09	MT
Hope Education Group Co., Ltd. Announces Executive Changes	01-05	CI
Hope Education Group Co., Ltd. has Changed its Name to XJ International Holdings Co., Ltd	01-05	CI
Hope Education Group Co., Ltd. Reports Earnings Results for the Full Year Ended August 31, 2023	11-30	CI
China recovery looms large at Sohn 2023 hedge fund conference	23-05-18	RE
Hope Education's Profit Slightly Declines for Q1	23-04-28	MT
Hope Education Group Co., Ltd. Reports Earnings Results for the Half Year Ended February 28, 2023	23-04-27	CI
Hope Education Group Co., Ltd. Announces Executive Changes with Effect from January 1, 2023	22-12-30	CI
Hope Education Shrinks Fiscal FY22 Profit Despite 31% Revenue Jump	22-12-01	MT
Hope Education Group Co., Ltd. Reports Earnings Results for the Full Year Ended August 31, 2022	22-11-30	CI
Hope Education Group Co., Ltd. Resolves Not to Pay Dividend for the Year Ended 31 August 2022	22-11-30	CI
Hope Education Group Enrollment Surges 158% for 2022/2023 School Year; Shares Up 4%	22-06-07	MT
Hope Education Group Co., Ltd. Reports Earnings Results for the Half Year Ended February 28, 2022	22-04-26	CI

	1st Jan change	Capi.
XJ INTERNATIONAL HOLDINGS CO., LTD.	-25.00%	279M
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.	+19.05%	14.67B
TAL EDUCATION GROUP	+3.88%	8.67B
GRAND CANYON EDUCATION, INC.	+9.63%	4.24B
STRIDE, INC.	+20.77%	3.05B
STRATEGIC EDUCATION, INC.	+28.81%	2.94B
LAUREATE EDUCATION, INC.	+18.82%	2.5B
ADTALEM GLOBAL EDUCATION INC.	+11.96%	2.47B
GAOTU TECHEDU INC.	+114.64%	2.07B
BENESSE HOLDINGS, INC.	-0.61%	1.6B

XJ International Holdings Co., Ltd.

Equities

1765

KYG4600E1089

Miscellaneous Educational Service Providers

Hope Education : Publication of Offering Circular - TEQU MAYFLOWER LIMITED - US$350,000,000 Zero Coupon Guaranteed Convertible Bonds Due 2026

Latest news about XJ International Holdings Co., Ltd.

Chart XJ International Holdings Co., Ltd.

Company Profile

Income Statement Evolution

Ratings for XJ International Holdings Co., Ltd.

Analysts' Consensus

EPS Revisions

Annual profits - Rate of surprise

Sector Miscellaneous Educational Service Providers