China Gingko Education : PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUEST YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Gingko Education Group Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

China Gingko Education Group Company Limited

中 國 銀 杏 教 育 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1851)

PROPOSALS INVOLVING GENERAL MANDATES TO

ISSUE SHARES AND TO BUY BACK SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meaning as those defined in the section headed "DEFINITIONS" of this circular.

A notice convening the AGM to be held at 2 Jinli Zhonglu, Qingyang District, Chengdu, Sichuan Province, PRC, on Friday, 18 June 2021 at 10:00 a.m. is set out on pages AGM-1 to AGM-6 of this circular. A form of proxy for use in connection with the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinagingkoedu.com). Whether or not you are able to attend the AGM in person, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's share registrar in Hong Kong, namely Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the AGM or any adjourned meeting should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

Please see page AGM-6 of this circular for precautionary measures being taken to prevent and control the spread of the COVID-19 at the AGM, including:

• compulsory body temperature checks and health declarations
• recommended wearing of surgical face masks for each attendee
• no distribution of corporate gift or refreshment will be served

Any person who does not comply with the above precautionary measures may be denied entry into the AGM venue. The Company reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) at the AGM as an alternative to attending the AGM in person

28 April 2021

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2	Issue mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3	Buyback mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4	Extension of issue mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5	Re-election of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6	Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

In this circular, unless the context otherwise defined, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at 2 Jinli Zhonglu,
	Qingyang District, Chengdu, Sichuan Province, PRC, on Friday, 18
	June 2021 at 10:00 a.m. to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting, which is set out on
	pages AGM-1 to AGM-6 of this circular, and any adjournment thereof
"AGM Notice"	the notice convening the AGM set out on pages AGM-1 to AGM-6 of
	this circular
"Articles of Association"	the articles of association of the Company as amended, supplemented or
	otherwise modified from time to time
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors
"Buyback Mandate"	a general mandate proposed to be granted to the Directors at the AGM
	to buy back Shares during the relevant period not exceeding 10% of the
	total number of the issued Shares as at the date of passing of the relevant
	resolution granting such general mandate, being the mandate referred to
	in resolution no. 6 in the AGM Notice
"BVI"	the British Virgin Islands
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Companies Law"	the Companies Law, Chapter 22, (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands
"Company"	China Gingko Education Group Company Limited ( 中 國 銀 杏 教 育
	集 團 有 限 公 司), an exempted company incorporated in the Cayman
	Islands with limited liability on 23 March 2018, whose issued Shares are
	listed and traded on the Stock Exchange (stock code: 1851)
"controlling shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"COVID-19"	novel coronavirus
"Director(s)"	the director(s) of the Company

- 1 -

	DEFINITIONS
"Group"	the Company and its subsidiaries (including the consolidated affiliated
	entities)
"HFYX"	HFYX Company Limited, a company incorporated in the BVI with
	limited liability on 31 March 2018, which is wholly owned by Mr. Tian
	Tao, an executive Director of the Company
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's Republic of
	China
"Issue Mandate"	a general mandate proposed to be granted to the Directors at the AGM to
	allot, issue and otherwise deal with the additional Shares not exceeding
	20% of the total number of the issued Shares as at the date of passing of
	the relevant resolution granting such general mandate, being the mandate
	referred to in resolution no. 5 in the AGM Notice
"Latest Practicable Date"	19 April 2021, being the latest practicable date prior to the printing of
	this circular for the purpose of ascertaining certain information contained
	herein
"Listing Date"	18 January 2019, being the date on which the Shares are first listed and
	from which dealings thereof are permitted to commence on the Stock
	Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange, as
	amended from time to time
"Nomination Committee"	the nomination committee of the Board
"PRC"	the People's Republic of China which, for the purpose of this circular
	only, excludes Hong Kong, the Macau Special Administrative Region of
	the People's Republic of China and Taiwan
"Remuneration Committee"	the remuneration committee of the Board
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong), as amended from time to time
"Share(s)"	ordinary share(s) of nominal value of HK$0.01 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 2 -

	DEFINITIONS
"subsidiary(ies)"	has the meaning ascribed thereto under the Listing Rules
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs issued by the
	Securities and Futures Commission of Hong Kong, as amended from
	time to time
"Vast Universe"	Vast Universe Company Limited, a company incorporated in the BVI
	with limited liability on 21 March 2018, which is wholly owned by
	Mr. Fang Gongyu, an executive Director, chief executive officer and
	controlling Shareholder of the Company
"%"	per cent

If there is any inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of company or entity names in Chinese or another language which are marked with " *" is for identification purpose only.

- 3 -

LETTER FROM THE BOARD

China Gingko Education Group Company Limited

中 國 銀 杏 教 育 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1851)

Executive Directors:	Registered office:
Mr. Fang Gongyu ( 方功宇) (Chairman)	Cricket Square
Mr. Tian Tao ( 田濤)	Hutchins Drive
Ms. Yu Yuan ( 余媛)	P.O. Box 2681
Mr. Ma Xiaoming ( 馬曉明)	Grand Cayman
	KY1-1111
Independent non-executive Directors:	Cayman Islands
Mr. Jiang Qian ( 蔣謙)
Mr. Wong Chi Keung ( 王志強)	Head office and principal place of
Mr. Yuan Jun ( 袁軍)	business in the PRC
	2 Jinli Zhonglu
	Qingyang District
	Chengdu, Sichuan Province
	PRC
	28 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO

ISSUE SHARES AND TO BUY BACK SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The Directors will propose at the AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Buyback Mandate, (ii) the extension of the Issue Mandate to include Shares bought back under the Buyback Mandate up to 10% of the total number of issued shares of the Company as at the date of passing the relevant ordinary resolution, and (iii) the proposed re-election of the retiring Directors.

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to give you the notice of the AGM and provide you with information regarding the above resolutions to be proposed at the AGM in order to enable you to make an informed decision on whether to vote for or against those resolutions.

2. ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares granted by Shareholders at the last annual general meeting will lapse at the conclusion of the AGM, at the AGM, an ordinary resolution will be proposed to grant a general mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the additional Shares up to 20% of the number of issued Shares as at the date of passing of the resolution in relation to such general mandate.

The Issue Mandate, if granted at the AGM, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or regulations or the Articles of Association; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

As at the Latest Practicable Date, there were 500,000,000 Shares in issue. Subject to the passing of the resolution approving the Issue Mandate and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue a maximum of 100,000,000 Shares pursuant to the Issue Mandate.

3. BUYBACK MANDATE

Given that the general mandate granted to the Directors to buy back Shares granted by Shareholders at the last annual general meeting will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to approve the granting of the Buyback Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution approving the Buyback Mandate.

The Buyback Mandate, if granted at the AGM, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable laws or regulations or the Articles of Association; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

As at the Latest Practicable Date, there were 500,000,000 Shares in issue. Assuming that there is no change in the number of issued Shares between the period from the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be bought back pursuant to the Buyback Mandate will be 50,000,000 Shares.

An explanatory statement in connection with the Buyback Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution approving the Buyback Mandate.

- 5 -

LETTER FROM THE BOARD

4. EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Buyback Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by including the number of Shares bought back under the Buyback Mandate up to 10% of the total number of issued shares of the Company as at the date of passing the relevant ordinary resolution.

5. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, there were four executive Directors, namely Mr. Fang Gongyu, Mr. Tian Tao, Ms. Yu Yuan and Mr. Ma Xiaoming, and three independent non-executive Directors, namely Mr. Jiang Qian, Mr. Wong Chi Keung and Mr. Yuan Jun.

In accordance with Article 83 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his appointment and be subject to re-election at such meeting. Accordingly, Mr. Wong Chi Keung, who was appointed as an independent non-executive Director on 31 July 2020 shall hold office till the AGM and be eligible, has offered himself for re-election at the AGM.

In accordance with Article 84 of the Articles of Association, one-third of the Directors shall retire from office by rotation at each annual general meeting and shall then be eligible for re-election. Accordingly, Mr. Tian Tao, Mr. Ma Xiaoming and Mr. Yuan Jun shall retire by rotation, and being eligible, have offered themselves for re-election at the AGM.

In reviewing the structure, size and composition of the Board, the Nomination Committee will consider the Board diversity from a number of aspects, including but not limited to gender, age, race, language, cultural and educational background, industry and professional experience, and skills and knowledge. It shall recommend suitable candidates who are in and outside of the Group's circle of contacts. The candidates identified will be considered against criteria including character and integrity, business experience, compliance, willingness to devote sufficient time to discharge duties, diversity, contribution to the Board, and independence as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

The Nomination Committee is of the view that the re-election of Mr. Wong Chi Keung as independent non-executive Director maintain the optimal diversity in the professional background, educational background and professional experience of the Board.

The Nomination Committee had assessed and reviewed each of the independent non-executive Directors' annual written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Mr. Yuan Jun and Mr. Wong Chi Keung, remain independent. In addition, the Nomination Committee had evaluated the performance of Mr. Ma Xiaoming, Mr. Tian Tao, Mr. Yuan Jun and Mr. Wong Chi Keung (collectively, the "Retiring Directors") during the period from their respective appointment dates to 31 December 2020 and found each of the Retiring Directors' performance satisfactory. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the Retiring Directors stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.

- 6 -

LETTER FROM THE BOARD

The biographical details of the Retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

6. ANNUAL GENERAL MEETING

The AGM Notice which contains, inter alia, ordinary resolutions to be proposed to the Shareholders to consider and approve (a) the grant to the Directors of the Issue Mandate and the Buyback Mandate, (b) the extension of the Issue Mandate to include Shares bought back under the Buyback Mandate, and (c) the re-election of the Retiring Directors is set out on pages AGM-1 to AGM-6 of this circular.

A form of proxy is herewith enclosed for use in connection with the AGM. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinagingkoedu.com). Whether or not you are not able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's share registrar in Hong Kong, namely Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event, no later than 48 hours before the time of holding the AGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting if they so wish, and in such event, the instrument appointing a proxy shall be deemed to have been revoked.

Pursuant to Article 66 of the Articles of Association and Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting shall be conducted by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the AGM will explain the procedures for conducting a poll and demand a poll for all resolutions to be put forward at the AGM.

7. RECOMMENDATION

The Directors consider that the resolutions to be proposed at the AGM and as set out in the AGM Notice for approving, among other things, (a) the grant to the Directors of the Issue Mandate and the Buyback Mandate; (b) the extension of the Issue Mandate to include Shares bought back under the Buyback Mandate, and (c) the re-election of the Retiring Directors are all in the interests of the Group and the Shareholders as a whole. The Board therefore recommends that the Shareholders vote in favour of all relevant resolutions to be proposed at the AGM as set out in the AGM Notice on pages AGM-1 to AGM-6 of this circular.

8. RESPONSIBILITY STATEMENT

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

- 7 -

LETTER FROM THE BOARD

1. GENERAL
   Your attention is drawn to the additional information set out in the appendices to this circular.
2. MISCELLANEOUS
   The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

China Gingko Education Group Company Limited

Fang Gongyu

Chairman and Executive Director

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06 of the Listing Rules to provide requisite information for the Shareholders to consider the Buyback Mandate to be proposed at the AGM.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS' APPROVAL

All proposed buy back of shares on the Stock Exchange by the Company must be approved in advance by the Shareholders by an ordinary resolution of the Company, either by way of a general mandate or by a specific approval to the Directors.

2. BUYBACK OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/ her/it to the Company in the event that the Buyback Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, there were 500,000,000 Shares in issue.

Subject to the passing of the resolution granting the Buyback Mandate and on the basis that no further Shares are issued or bought back and cancelled after the Latest Practicable Date and up to the date of passing such resolution at the AGM, the Directors will be authorised to buy back a maximum of 50,000,000 Shares (representing 10% of the number of Shares in issue as at the date of passing the relevant resolution).

4. REASONS FOR BUYBACK

The Directors believe that it is in the interests of the Company and its Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back its Shares. Such buyback may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a buyback will benefit the Company and its Shareholders as a whole.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

5. FUNDING OF BUYBACK

Pursuant to the Buyback Mandate, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the Companies Law and any other applicable laws. Such funds legally available for buying back Shares include:

1. such funds made out of profits of the Company or out of a fresh issue of Shares made for the purpose of the buyback or, subject to and according to the Companies Law, out of capital; and
2. in the case of any premium payable on the buyback, such funds made out of the profits of the Company or from sums standing the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

The Directors would only exercise the power to buy back in circumstances where they consider that the buyback would be in the best interests of the Company. The Directors consider that if the Buyback Mandate were to be exercised in full, it may have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

7. GENERAL MATTERS

To the best of the Directors' knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates currently intends to sell any Shares to the Company or its subsidiaries, if the Buyback Mandate is approved by the Shareholders.

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

No core connected person has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Buyback Mandate is approved by the Shareholders.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

8. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Month	Highest	Lowest
		HK$	HK$
	2020
	April	2.73	1.42
	May	3.58	2.68
	June	3.99	2.93
	July	3.40	2.60
	August	3.32	2.68
	September	2.89	2.10
	October	2.40	1.80
	November	2.15	1.30
	December	1.75	1.52
	2021
	January	1.73	1.41
	February	1.49	1.21
	March	1.62	1.36
	April (up to the Latest Practicable Date)	1.53	1.40
9.	UNDERTAKING

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

- 11 -

APPENDIX I	EXPLANATORY STATEMENT

10. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on the exercise of the power to buy back Shares pursuant to the Buyback Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Fang Gongyu being an executive Director and the chief executive officer of the Company, was deemed to be interested in an aggregate of 366,562,500 Shares held by his controlled corporation, namely Vast Universe, representing approximately 73.31% of the total issued share capital of the Company. In the event that the Buyback Mandate is exercised in full and assuming that there is no change in the aggregate number of Shares controlled by Mr. Fang Gongyu and there is no other change to the issued share capital of the Company, the shareholding of Mr. Fang Gongyu will be increased to approximately 81.46% of the number of the issued Shares. To the best knowledge and belief of the Directors, such increase will not give rise to an obligation to make a mandatory offer under the Takeover Code.

Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buyback of Shares pursuant to the Buyback Mandate.

The Directors have no present intention to exercise the Buyback Mandate to such an extent that will trigger the obligations under the Takeover Code or result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25% of the entire issued share capital of the Company.

11. SHARE BUYBACK MADE BY THE COMPANY

The Company had not bought back any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 12 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The followings are the particulars (as required by the Listing Rules) of the Retiring Directors who are proposed to be re-elected at the AGM:

Mr. Ma Xiaoming ( 馬曉明), aged 37, was appointed as executive Director on 22 November 2019 and is responsible for strategic and vocational training development of the Group. He has been serving as the director of strategic development of Chengdu Yinxing Education Management Co., Ltd. ("Yinxing Education") since October 2019. Mr. Ma has over 20 years of experience in business development and operation management. Prior to joining Yinxing Education, Mr. Ma was the general manager of Chengdu Gingko Jin'ge Catering Corporation* ( 成都銀杏金閣餐飲股份有限公司) ("Gingko Jin'ge Catering").

Mr. Ma has entered into a director's service contract with the Company for a term of three years commencing from 22 November 2019. Mr. Ma would not receive any director's fee for acting as an executive Director subject to an annual review by the Remuneration Committee during the term. Mr. Ma is entitled to receive basic salaries, discretionary bonuses, contribution to pension plan, and welfare, medical and other expenses in relation to his employment with the Group. The annual remuneration of Mr. Ma is determined by the Company with reference to his duties and level of responsibilities and the remuneration policy of the Company. For the year ended 31 December 2020, the total emoluments received by Mr. Ma from the Group amounted to approximately RMB164,000 (equivalent to HK$194,000). Further details of Mr. Ma's remuneration are set out in note 30 to the consolidated financial statements in the Company's annual report for the year ended 31 December 2020.

Mr. Tian Tao (田濤), aged 45, was appointed as executive Director on 7 June 2018 and is responsible for the overall management of Chengdu Gingko Asset Management Co., Limited* ( 成都銀 杏資產管理有限公司) ("Gingko Asset Management"), and investment and financing of the Group. Mr. Tian has been serving as an executive director and general manager at Gingko Asset Management since January 2016, where he is responsible for its overall management. He has also been serving as a director of the board at Yinxing Hospitality Management College of Chengdu University of Information Technology* ( 成 都 信 息 工 程 大 學 銀 杏 酒 店 管 理 學 院) since June 2016, where he is responsible for its business development and financing. Prior to joining the Group, Mr. Tian successively served in various positions in companies including Chengdu Gingko Hotel Management Co., Ltd.* ( 成 都 銀 杏 酒 店 管 理 有 限 公 司) from June 2005 to May 2018, Gingko Jin'ge Catering from November 2007 to September 2015 and Chengdu Gingko Jin'ge Investment Co., Ltd.* ( 成 都 銀 杏 金 閣 投 資 有 限 公 司) from October 2015 to May 2018, where he has been primarily responsible for their respective financial management and investment. Mr. Tian obtained his diploma in accounting from Southwest Minzu University ( 西 南 民 族 大 學) (formerly known as Southwest Minzu College ( 西 南 民 族 學 院)) in the PRC in July 1995.

As at the Latest Practicable Date Mr. Tian Tao is the sole shareholder of HFYX, and is therefore deemed to be interested in the 8,437,500 shares held by HFYX.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Tian Tao has entered into a director's service contract with the Company for a term of three years commencing from the Listing Date. Mr. Tian Tao would not receive any director's fee for acting as an executive Director subject to an annual review by the Remuneration Committee during the term. Mr. Tian is entitled to receive basic salaries, discretionary bonuses, contribution to pension plan, and welfare, medical and other expenses in relation to his employment with the Group. The annual remuneration of Mr. Tian is determined by the Company with reference to his duties and level of responsibilities and the remuneration policy of the Company. For the year ended 31 December 2020, the total emoluments received by Mr. Tian from the Group amounted to approximately RMB223,000 (equivalent to HK$264,000). Further details of Mr. Tian's remuneration are set out in note 30 to the consolidated financial statements in the Company's annual report for the year ended 31 December 2020.

Mr. Yuan Jun (袁軍), aged 56, was appointed as independent non-executive Director on 12 December 2018 and is responsible for supervising and providing independent advice to the Board. Mr. Yuan is a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

From July 2003 to June 2010, Mr. Yuan served as an assistant director and assistant director of education research center and training center at the National Institution of Education Sciences ( 中央教育 科學研究所), where he was responsible for supervising the trainings provided to principals and teachers nationwide. From July 2010 to June 2012, he served as a director of center of international courses and director of international communications department of Beijing New Oriental International High School ( 北京新東方國際高中), a subsidiary of New Oriental Education and Technology Group Inc. ( 北京新 東方教育科技集團), a company listed on the New York Stock Exchange (stock code: EDU), where he was responsible for its daily management, course research and development, trainings and international communications. From July 2012 to June 2014, he served as a vice president of investment department at Beijing Aiyinsheng Education Investment Co., Ltd. ( 北 京 愛 因 生 教 育 投 資 有 限 責 任 公 司), a company mainly engaged in investment and management of education, where he was responsible for its daily management, pre-investment analysis and post-investment management. From July 2014 to June 2015, he served as a vice president at Xi'an Rongchuang Education Investment Company ( 西安榮創教 育投資公司), a company mainly engaged in investment, where he was responsible for the management of and investment in higher education institutions and vocational education institutions. From July 2015 to June 2017, he served as an executive vice president of the education, medical and cultural department at Guangdong Pearl River Investment Group ( 廣 東 珠 江 投 資 集 團), a company mainly engaged in investment, where he was responsible for the management and international communications of higher education institutions, management and risk control of medical business sector and culture business sector of the group. In July 2017, Mr. Yuan joined China Education Group Holdings Limited ( 中國教育集團 控股有限公司), a company listed on the Main Board of the Stock Exchange (stock code: 839), and has been serving in strategic investment department, where he is responsible for its strategic planning, merger and acquisition, post-investment management, school-enterprise cooperation and international education. Mr. Yuan obtained his bachelor's degree in biology from Shaanxi Normal University ( 陝西師範大學) in the PRC in July 1985 and his master's degree in education from the same university in July 2000.

Mr. Yuan has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Yuan has entered into a letter of appointment with the Company for a term of three years from the Listing Date. Mr. Yuan is entitled to receive a director's fee of HK$192,000 per annum. The annual remuneration for Mr. Yuan is determined by reference to the remuneration indicators in the industry and the prevailing market conditions. For the year ended 31 December 2020, the total emoluments received by Mr. Yuan from the Group was RMB170,000 (equivalent to HK$192,000). Details of Mr. Yuan's remuneration are set out in note 30 to the consolidated financial statements in the Company's annual report.

- 14 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wong Chi Keung (王志強), aged 35, was appointed as independent non-executive Director on 31 July 2020 and is responsible for supervising and providing independent advice to the Board. Mr. Wong is the chairman of the Audit Committee. Mr. Wong obtained his bachelor of business administration degree in accounting from the Hong Kong City University in 2010. He has been a member of the Hong Kong Institute of Certified Public Accountants since 2014, and has extensive experience in accounting and auditing work, in particular, in the provision of assurance and advisory services to various listed, multinational and private companies in various industries. Mr. Wong was employed by two international accounting firms from 2010 to 2017. In 2017 and up to April 2019, Mr. Wong served as a senior finance manager in Fullshare Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 607), where he was responsible for financial planning, budgeting and management. In May 2019, Mr. Wong joined Eurus Express Limited, a private company in Hong Kong which is one of the major integrated logistics companies, and has been serving as the financial controller thereof since then, where he is responsible for financial and operational management and company secretarial matters.

Mr. Wong has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Wong has entered into a letter of appointment with the Company for a term of three years commencing from 31 July 2020. Mr. Wong is entitled to receive a director's fee of HK$192,000 per annum. The annual remuneration for Mr. Wong is determined by reference to the remuneration indicators in the industry and the prevailing market conditions. For the year ended 31 December 2020, the total emoluments received by Mr. Wong from the Group was RMB68,000 (equivalent to HK$80,000). Details of Mr. Wong's remuneration are set out in note 30 to the consolidated financial statements in the Company's annual report.

GENERAL

Save as disclosed herein, none of the above Retiring Directors holds any position with the Company or any other members of the Group, nor has held any directorships in the three years preceding the Latest Practicable Date in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed herein, each of the Retiring Directors confirms that as at the Latest Practicable Date, he did not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the above Retiring Directors has any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Save as disclosed herein, there is no other matter in relation to the above Directors that needs to be brought to the attention of the Shareholders and there is no information relating to them which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

The service agreement of each of the executive Directors entered into with the Company may be terminated by not less than three months' notice served by either party on the other.

The letter of appointment of each of the independent non-executive Directors entered into with the Company may be terminated by not less than three months' notice served by either party on the other.

Each of the Retiring Directors is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association.

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

China Gingko Education Group Company Limited

中 國 銀 杏 教 育 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1851)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of China Gingko Education Group Company Limited (the "Company") will be held at 2 Jinli Zhonglu, Qingyang District, Chengdu, Sichuan Province, the People's Republic of China, on Friday, 18 June 2021 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESSES

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries (including the consolidated affiliated entities) and the reports of the directors of the Company (the "Directors") and of the Company's auditors for the year ended 31 December 2020;
2. To re-elect the following Directors:
3. 1. Mr. Ma Xiaoming as executive Director;
   2. Mr. Tian Tao as executive Director;
   3. Mr. Yuan Jun as independent non-executive Director; and
   4. Mr. Wong Chi Keung as independent non-executive Director.
4. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors;
5. To re-appoint PricewaterhouseCoopers as the Company's auditors for the year ending 31 December 2021 and to authorise the Board to fix their remuneration.

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESSES

5. To consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions:

"THAT:

1. subject to paragraph 5.3 below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with additional shares of the Company (the "Shares") or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into the Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph 5.1 above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into the Shares) which would or might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 5.1 above, other than (i) a Rights Issue (as hereinafter defined), or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into the Shares, or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/ or any of its subsidiaries or any other eligible person(s) of shares or rights to acquire the Shares, or (iv) an issue of the Shares as scrip dividends or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company (the "Articles of Association"), from time to time shall not exceed 20% of the total number of Shares in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

5.4. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of Cayman Islands to be held; or
3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph 6.2 below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back the shares in the share capital of the Company ("Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Commission") and the Stock Exchange under the Code on Share Buy-backs for this purpose, subject to and in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands, all applicable laws, the Code on Share Buy-backs approved by the Commission and the requirements of the Listing Rules or of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares which may be bought back by the Company pursuant to the approval in paragraph 6.1 above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of the Shares in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

6.3. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of Cayman Islands to be held; or
3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT subject to the passing of resolutions numbered 5 and 6 set out in this notice convening this meeting (the "Notice"), the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of such number of shares in the share capital of the Company bought back by the Company under the authority granted pursuant to the resolution numbered 6 set out in the Notice, provided that such amount of shares so bought back shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution."

	By Order of the Board
	China Gingko Education Group Company Limited
	Fang Gongyu
	Chairman and Executive Director
Hong Kong, 28 April 2021
Registered office:	Headquarters and principal place of
Cricket Square	business in the PRC:
Hutchins Drive	2 Jinli Zhonglu
P.O. Box 2681	Qingyang District
Grand Cayman	Chengdu, Sichuan Province
KY1-1111	PRC
Cayman Islands
	Principal place of business in Hong Kong
	31/F., 148 Electric Road
	North Point
	Hong Kong

- AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholders of the Company (the "Shareholders") entitled to attend and vote at the AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Shareholder but must be present in person at the AGM to represent the Shareholder. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, a duly completed and signed form of proxy must be deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) as soon as possible and not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the AGM (or any adjourned meeting thereof) if they so wish, and in such event, the instrument appointment a proxy shall be deemed to be revoked.
4. The transfer books and register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive, in order to determine the entitlement of Shareholders to attend and vote at the AGM, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 14 June 2021.
5. In respect of ordinary resolutions numbered 2 above, Mr. Ma Xiaoming, Mr. Tian Tao, Mr. Yuan Jun and Mr. Wong Chi Keung shall retire as Directors at the AGM and, being eligible, have offered themselves for re-election at the AGM. Details of the above retiring Directors are set out in Appendix II to the accompanying circular dated 28 April 2021.
6. In respect of the ordinary resolution numbered 4 above, the Directors concurs with the views of the audit committee of the board of Directors and has recommended that PricewaterhouseCoopers be re-appointed as the auditors of the Company for the year ending 31 December 2021.
7. In respect of the ordinary resolution numbered 5 above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.
8. In respect of ordinary resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy back Shares in circumstances which they deem appropriate for the benefits of Shareholders. An explanatory statement containing the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution, as required by the Listing Rules, is set out in Appendix I to the accompanying circular dated 28 April 2021.
9. In compliance with Rule 13.39 (4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39 (5) of the Listing Rules.
10. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

- AGM-5 -

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. the Company encourages each attendees to wear surgical face masks throughout the AGM and inside the AGM venue, and to maintain a safe distance between seats; and
3. no refreshment will be served at the AGM, and there will be no corporate gift.

Any person who does not comply with above requirements may be denied entry into the AGM venue or be required to leave the AGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM. In our case, denied entry to the AGM venue also means that person will not be allowed to attend the AGM.

In the interest of all stakeholders' health and safety and in accordance with recent guidelines for prevention and control of the spread of COVID-19, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy forms were despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at www.chinagingkoedu.com or the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If you have any questions relating to the AGM, please contact the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, via the following:

Address:	Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai,
	Hong Kong
Email:	[e-mail]
Telephone:	[phone]
Fax:	[phone]

- AGM-6 -