Scholar Education Group will convene its Annual General Meeting (AGM) on 18 June 2026 at 10:30 a.m. in Shenzhen. Shareholders will vote on six ordinary resolutions that collectively address financial reporting, board composition, auditor appointment, and capital management authorities.
Financial Statements and Auditor’s Report • The AGM will first consider and approve the audited financial statements and the accompanying directors’ and independent auditor’s reports for the year ended 31 December 2025.
Board Re-election and Remuneration • Three directors—Mr. Chen Qiyuan, Mr. Qi Mingzhi and Ms. Yim Ka Man—are nominated for re-election. • Shareholders will also authorise the board to set directors’ remuneration.
Auditor Appointment • The board proposes appointing Rongcheng (Hong Kong) CPA Limited as the Company’s external auditor, with authority granted to the board to fix its remuneration.
Capital Management Mandates 1. Share Repurchase – Directors seek authority to repurchase up to 10% of the Company’s issued share capital during the mandate period, in compliance with Hong Kong Listing Rules. 2. Share Issuance – A general mandate will allow the board to issue, allot or deal with new shares—plus convertible and similar securities—up to 20% of the issued share base. 3. Mandate Extension – Conditional on both mandates passing, the share issuance limit could be increased by the amount of shares actually repurchased, effectively adding up to an extra 10% capacity.
Procedural Details • The mandates will remain in force until the earlier of: (i) the next AGM, (ii) the statutory deadline for holding the next AGM, or (iii) any earlier revocation by shareholders. • The shareholder register will close from 15 June 2026 to 18 June 2026 (both days inclusive); transfers must be lodged by 4:30 p.m. on 12 June 2026 to qualify for AGM voting rights. • All AGM resolutions will be decided by poll in accordance with Hong Kong listing regulations.
Corporate Governance Note • As of the notice date (27 May 2026), the board comprises four executive directors—Mr. Chen Qiyuan, Mr. Qi Mingzhi, Ms. Li Ailing and Ms. Leng Xinlan—and three independent non-executive directors—Mr. Yang Xuezhi, Ms. Yim Ka Man and Prof. Zhang Wenjun.
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