China New Higher Education : DISCLOSEABLE TRANSACTION ACQUISITION OF LAND USE RIGHT IN PRC

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.

China New Higher Education Group Limited ʕ਷อ৷઺ණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2001)

DISCLOSEABLE TRANSACTION

ACQUISITION OF LAND USE RIGHT IN PRC

ACQUISITION OF LAND USE RIGHT

Reference is made to the paragraph "History and Corporate Structure - Schools to be established or invested in - Northwest School" of the Prospectus and the Announcement of the Company dated 6 July 2017 in relation to the Northwest School.

The Board is pleased to announce that on 4 January 2018, Gansu Lanbo entered into the Land Use Right Transfer Agreement with the Department of Land and Resources of Lanzhou, pursuant to which Gansu Lanbo would acquire the State-owned land use right in respect of the Land for a consideration of RMB165,670,000 by a successful bidding.

The Land covers a total site area of approximately 390,605.60 sq. m. and is situated within Lanzhou New Development Zone, Gansu Province, PRC. The Group currently plans to construct certain school buildings on the Land for the establishment of the Northwest School.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios as calculated according to Chapter 14 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

Reference is made to the paragraph "History and Corporate Structure - Schools to be established or invested in - Northwest School" of the Prospectus and the Announcement of the Company dated 6 July 2017 in relation to the Northwest School.

The Board is pleased to announce that on 4 January 2018, Gansu Lanbo entered into the Land Use Right Transfer Agreement with the Department of Land and Resources of Lanzhou, pursuant to which Gansu Lanbo would acquire the State-owned land use right in respect of the Land for a consideration of RMB165,670,000 by a successful bidding.

PRINCIPAL TERMS OF THE LAND USE RIGHT TRANSFER AGREEMENT

Date:

4 January 2018

Parties:

• (1) the Department of Land and Resources of Lanzhou, and

• (2) Gansu Lanbo

Location of the Land:

The Land is located at east of Central Wenqu Road, south of Beikuaisu Road, west of Fuxi Road, north of Wei 26 Road, Lanzhou New Development Zone, Gansu Province, the PRC.

Total site area:

The total site area of the Land is approximately 390,605.60 sq. m.

Use of the Land:

Pursuant to the Land Use Right Transfer Agreement, the Land is for educational and scientific research usage. The Group currently plans to construct certain school buildings on the Land for the establishment of the Northwest School.

Term of the land use right:

The term of the land use right is 40 years from the date of the completion of the Acquisition.

Consideration and payment terms:

The consideration of RMB165,670,000 will be paid by Gansu Lanbo to the Department of Land and Resources of Lanzhou within 90 days after the signing of the Land Use Right Transfer Agreement.

The consideration for the land use right is RMB165,670,000, which represents the bidding price submitted by Gansu Lanbo at the auction organized by the Department of Land and Resources of Lanzhou. In determining the bidding price, the Group has considered a number of factors, such as the price of State-owned land use right of similar scale for similar purpose in surrounding areas, the current property market condition in the PRC and the general economic sentiment.

The Directors believe that the bidding price reflects the fair value of the Land.

The amount of the consideration will be funded by the Group's proceeds from the global offering in April 2017 and internal financial resources.

REASONS FOR AND BENEFITS OF THE ACQUISITION

As disclosed in the Prospectus and the Announcement, it was expected that the Northwest School would be officially established after the Listing and the construction was planned to commence in the second half of 2017. It is expected that the Northwest School will commence operation in 2019 and enroll the first batch of students in September 2019. The Board is of the view that the Acquisition is a solid step to carry out the Group's plan to establish the Northwest School.

Considering the above and that the State-owned land use right was acquired by the successful bidding, the Directors (including the independent non-executive Directors) consider that the Land Use Right Transfer Agreement has been entered into on normal commercial terms, and the terms of the transaction thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios as calculated according to Chapter 14 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.

INFORMATION ABOUT THE COMPANY AND GANSU LANBO

The Company is an investment holding company and its subsidiaries are principally engaged in private formal higher education. Bei Ai Company is a consolidated affiliated entity of the Company. It currently has no substantial business and will act as the school sponsor of the Northwest School after its establishment. Gansu Lanbo is an investment holding company wholly owned by Bei Ai Company.

INFORMATION ABOUT THE DEPARTMENT OF LAND AND RESOURCES OF LANZHOU

The Department of Land and Resources of Lanzhou is a government authority which is mainly engaged in the management and operation of the State-owned assets and lands in Lanzhou. To the best of the Directors' knowledge, information and having made all reasonable enquiries, the Department of Land and Resources of Lanzhou and its ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:

"Acquisition"

the proposed acquisition of the State-owned land use right in respect of the Land pursuant to the Land Use Right Transfer

Agreement by a successful bidding;

"Announcement"

the announcement of the Company dated 6 July 2017;

"Bei Ai Company"

Beijing Aiyinsheng Education Investment Co., Ltd.* €̏ ԯฌΪ͛઺ԃҳ༟Ϟࠢப΂ʮ̡ , a limited liability company established under the laws of the PRC on 16 October 2012, and wholly owned by the Company. Bei Ai Company will act as the school sponsor of the Northwest School upon the official establishment of the Northwest School;

"Board"

means the board of Directors;

"Company"

China New Higher Education Group Limited€ʕ਷อ৷઺ ණྠϞࠢʮ̡, an exempted company incorporated in the Cayman Islands with limited liability on 8 July 2016;

"connected person(s)"

"Department of Land and Resources of Lanzhou"

has the same meaning ascribed to it under the Listing Rules; the Department of Land and Resources of Lanzhou* €ᚆψ อਜ਷ɺ༟๕҅, a government authority;

"Director(s)"

means the directors of the Company;

"Gansu Lanbo"

means Gansu Lanbo Education and Science Co., Ltd.* €͚ ഠᚆ௹઺ԃ߅ҦϞࠢʮ̡ , a limited liability company established in the PRC and wholly owned by Bei Ai Company;

"Group"

means the Company and its subsidiaries, including the consolidated affiliated entities;

"Hong Kong"

means the Hong Kong Special Administrative Region of the PRC;

"Land"

the parcel of land situated at east of Central Wenqu Road, south of Beikuaisu Road, west of Fuxi Road, north of Wei 26 Road, Lanzhou New Development Zone, Gansu Province, the PRC* €ʕ਷͚ഠ޲ᚆψอਜ˖Ϝʕ༩˸؇ȅҞ஺ ༩˸یeႾГ༩˸Гeᇗɚɤʬ༩˸̏, covering a site area of approximately 390,605.60 sq. m.;

"Land Use Right

Transfer Agreement"

the land use right transfer agreement entered into by and between Gansu Lanbo and the Department of Land and Resources of Lanzhou dated 4 January 2018, pursuant to which Gansu Lanbo would acquire the State-owned land use right in respect of the Land for the construction of school buildings of the Northwest School;

"Listing"	the listing of the shares of the Company on the Main Board
of the Stock Exchange;
"Listing Rules"	means the Rules Governing the Listing of Securities on the
Main Board of the Stock Exchange;
"Northwest School"	Northwest Technology and Business Institute* €Г̏ʈ
ਠᔖุኪ৫ , a private higher education college to be
established under the laws of the PRC, of which the school
sponsor's interest will be wholly-owned by Bei Ai Company
after the official establishment of the Northwest School;
"PRC"	means the People's Republic of China;
"Prospectus"	the prospectus of the Company dated 5 April 2017;
"RMB"	means Renminbi, the lawful currency of the PRC;
"Shares"	means ordinary share(s) of US$0.0001 each in the share
capital of our Company;
"Shareholders"	means the holder(s) of the ordinary share(s) of the Company
with a nominal value of US$0.0001 each;
"Stock Exchange"	means The Stock Exchange of Hong Kong Limited;
"sq. m."	square meters;
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules; and
"%"	means per cent.
Hong Kong, 4 January 2018

By the order of the Board

China New Higher Education Group Limited

Li Xiaoxuan

Chairman

As at the date of this announcement, our executive Directors are Mr. Li Xiaoxuan, Mr. Zhao Shuai, Mr. Zhang Ke and Mr. Zhu Lidong, our non-executive Director is Mr. Chen Shuo, and our independent non-executive Directors are Mr. Wong Man Chung Francis, Mr. Kwong Wai Sun Wilson and Mr. Hu Jianbo.

* For identification purposes only