China Xinhua Education : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-APPOINTMENT OF AUDITORS; RE-ELECTION OF RETIRING DIRECTORS; DECLARATION OF A FINAL DIVIDEND; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Xinhua Education Group Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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 Xinhua Education Group Limited

中國新華教育集團 有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2779)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

RE-APPOINTMENT OF AUDITORS;

RE-ELECTION OF RETIRING DIRECTORS;

DECLARATION OF A FINAL DIVIDEND;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting ("AGM") of China Xinhua Education Group Limited to be held at Conference Room, 9th Floor, Scientific Research Office Building, Anhui Xinhua University, No. 555 Wangjiangxi Road, Hefei City, Anhui Province, PRC on Friday, 18 June 2021 at 3:00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.chinaxhedu.com).

Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, 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 not less than 48 hours before the time appointed for the holding of the AGM (i.e. by 3:00 p.m. on Wednesday, 16 June 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the AGM or any adjournment thereof if they so wish and in such event, the proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Practical measures will be taken to try to avoid the spread of COVID-19 at the Annual General Meeting, including:

• Temperature checks and health declarations for all attendees, including Directors and Shareholders
• Prohibition from attendance at the Annual General Meeting if the attendee has a fever. Persons exhibiting flulike symptoms may also be refused admittance to the venue of the Annual General Meeting
• Compulsory wearing of face masks throughout the Annual General Meeting
• Maintaining proper distance between seats

Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

29 April 2021

		CONTENTS
			Page
DEFINITIONS .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	-	DETAILS OF RETIRING DIRECTORS PROPOSED
		FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
or "AGM"	Conference Room, 9th Floor, Scientific Research Office
	Building, Anhui Xinhua University, No. 555 Wangjiangxi
	Road, Hefei City, Anhui Province, PRC on Friday, 18
	June 2021 at 3:00 p.m. or any adjournment thereof, the
	notice of which is set out on pages 17 to 21 of this
	circular
"Articles of Association"	the articles of association of the Company and as
	amended, supplemented or otherwise modified from time
	to time
"Board"	the board of Directors
"Cayman Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands, as
	amended, supplemented or otherwise modified from time
	to time
"Company"	China Xinhua Education Group Limited (中國新華教育
	集團有限公司), an exempted company incorporated
	under the laws of the Cayman Islands with limited
	liability on 30 August 2017, the shares of which are listed
	on the main board of the Stock Exchange (Stock Code:
	2779)
"Director(s)"	the director(s) of the Company
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that the total number
	of Shares which may be allotted and issued under the
	General Mandate may be increased by an additional
	number representing such number of Shares actually
	repurchased under the Repurchase Mandate
"General Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	exercise the power of the Company to allot, issue and
	deal with new Shares not exceeding 20% of the number
	of issued Shares as at the date of passing of the relevant
	resolution granting the General Mandate

- 1 -

	DEFINITIONS
"Group"	the Company, its subsidiaries and consolidated affiliated
	entities
"HK$" and "HK$ cents"	Hong Kong dollars and cents respectively, the lawful
	currency for the time being of Hong Kong
"Hong Kong" or "HK"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this circular
"Listing Date"	26 March 2018, the date on which dealings in the Shares
	commenced on the Stock Exchange
"Listing Rules"	The Rules Governing the Listing of Securities on the
	Stock Exchange
"Mr. Wu"	Mr. Wu Junbao (吳俊保), our founder, one of our
	controlling shareholders (as defined in the Listing Rules),
	chairman of the Board and a non-executive Director
"PRC"	the People's Republic of China excluding for the purpose
	of this circular, Hong Kong, the Macau Special
	Administrative Region and Taiwan
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	repurchase Shares not exceeding 10% of the number of
	issued Shares as at the date of passing of the relevant
	resolution granting the Repurchase Mandate
"RMB"	Renminbi, the lawful currency for the time being of the
	PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) of nominal value of HK$0.01 each in
	the capital of the Company
"Shareholder(s)"	the holder(s) of the Share(s)

- 2 -

	DEFINITIONS
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buybacks, issued by the Securities and Futures
	Commission of Hong Kong, as amended, supplemented
	or otherwise modified from time to time
"%"	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 "*" and the Chinese translation of company or entity names in English which are marked with "*" is for identification purpose only.

- 3 -

LETTER FROM THE BOARD

China Xinhua Education Group Limited

中國新華教育集團 有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2779)

Non-executive Director	Registered office:
Mr. Wu Junbao (Chairman)	Cricket Square
	Hutchins Drive
Executive Directors	P.O. Box 2681
Mr. Zhang Ming	Grand Cayman, KY1-1111
Mr. Lu Zhen	Cayman Islands
Mr. Wang Yongkai
	Principal place of business in
Independent Non-executive Directors	Hong Kong:
Mr. Jiang Min	40th Floor
Mr. Yang Zhanjun	Dah Sing Financial Centre
Mr. Chau Kwok Keung	248 Queen's Road East
	Wanchai
	Hong Kong
	29 April 2021
To the Shareholders
Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

RE-APPOINTMENT OF AUDITORS;

RE-ELECTION OF RETIRING DIRECTORS;

DECLARATION OF A FINAL DIVIDEND;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting:

1. the granting to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate; ii) the re-appointment of auditors; iii) the re-election of the retiring Directors; and iv) the declaration of final dividend.

- 4 -

LETTER FROM THE BOARD

GENERAL MANDATE AND EXTENSION MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. An ordinary resolution no. 5(A) will be proposed at the Annual General Meeting to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares in the share capital of the Company up to 20% of the number of issued Shares as at the date of the passing of the resolution in relation to the General Mandate. As at the Latest Practicable Date, there were 1,608,583,000 Shares in issue. Subject to the passing of the above ordinary resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 321,716,600 Shares pursuant to the General Mandate.

In addition, for the Extension Mandate, subject to a separate approval of the ordinary resolution no. 5(C), the number of Shares purchased by the Company under ordinary resolution no. 5(B), if approved by the Shareholders at the Annual General Meeting, will also be added to extend the 20% limit of the General Mandate as mentioned in the ordinary resolution no. 5(A) provided that such additional number shall not exceed 10% of the issued Shares as at the date of the passing of Repurchase Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution no. 5(B) will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of the passing of the resolution in relation to the Repurchase Mandate. As at the Latest Practicable Date, there were 1,608,583,000 Shares in issue. Subject to the passing of the above resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 160,858,300 Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II 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 relevant resolution at the Annual General Meeting.

RE-APPOINTMENT OF AUDITORS

KPMG will retire as the auditors of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Board hereby proposed the Shareholders to approve the re-appointment of KPMG as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 84(1) of the Articles of Association, one third of the directors for the time being shall retire from office by rotation provided that every director shall be subject to retirement at an annual general meeting at least once every three years, and shall then be eligible for re-election. Any director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular directors or the number of directors who are to retire by the rotation. Accordingly, Mr. Zhang Ming ("Mr. Zhang"), Mr. Lu Zhen ("Mr. Lu") and Mr. Wang Yongkai ("Mr. Wang"), shall retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election as Directors thereat.

At the Annual General Meeting, the re-election of the retiring Directors will be voted on individually by a separate resolution as set out in the notice convening the Annual General Meeting.

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

The nomination committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:

1. identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company's board diversity policy, the requirements in the Company's constitution, the Listing Rules and applicable laws and regulations, and the relevant candidates' contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;
2. assess the independence of independent non-executive Director to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the nomination committee or the Board. If a proposed independent non-executive Director will be holding their seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and
3. develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION OF THE NOMINATION COMMITTEE

The nomination committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The nomination committee has recommended to the Board on re-election of Mr. Zhang, Mr. Lu and Mr. Wang who are due to retire at the Annual General Meeting. The Company considers that Mr. Zhang, Mr. Lu and Mr. Wang will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board believed that their re-election as the Directors would be in the best interests of the Company and its Shareholders as a whole.

Details of the retiring Directors as proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

CLOSURE OF REGISTER OF MEMBERS

For Determining the Eligibility to Attend and Vote at the AGM

The 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 identity of the Shareholders who are eligible to attend the AGM to be held on Friday, 18 June 2021 during which period no share transfers will be registered. To be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, 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 Friday, 11 June 2021.

For Determining the Eligibility to the Proposed Final Dividend

The register of members of the Company will also be closed from Tuesday, 29 June 2021 to Friday, 2 July 2021, both days inclusive, in order to determine the eligibility of the Shareholders to receive the final dividend, during which period no share transfers will be registered. To qualify for the final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, 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, 28 June 2021.

- 7 -

LETTER FROM THE BOARD

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 17 to 21 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve

1. the grant to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate; ii) the re-appointment of KPMG as auditors and the approval of their remuneration;

1. the declaration of a final dividend of HK$7.23 cents (equivalent to approximately RMB6.07 cents) per Share; and iv) the re-election of the retiring Directors.

The final dividend will be payable on or around Friday, 2 July 2021.

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chinaxhedu.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, 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 not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. by 3:00 p.m. on Wednesday, 16 June 2021) or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the Annual General 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. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

- 8 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate, the re-appointment of auditors, the declaration of final dividend and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendix I and II to this circular.

Yours faithfully,

By order of the Board

China Xinhua Education Group Limited

Wu Junbao

Chairman

- 9 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

EXECUTIVE DIRECTORS

Zhang Ming (張明)

Mr. Zhang Ming (張明), aged 43, joined the Group in April 2018 and was appointed as an executive Director on 31 October 2018.

Mr. Zhang has more than 20 years of experience in education management. The following table shows the key working experience of Mr. Zhang:

Period	Company	Position
July 2000 to May 2010	Anhui Xinhua Group	Executive deputy
	Investment Co., Ltd.	principal/principals of the
		Xinhua computer schools in
		Jiangxi, Henan and Anhui
May 2010 to April 2018	Xinhua Education Group	Vice president/executive vice
		president/president
April 2018 to present	Xinhua Group	President

Mr. Zhang graduated from Anhui College of Mechanical and Electrical Engineering* (安 徽機電學院, currently known as Anhui Polytechnic University* (安徽工程大學)) in July 2000 with a bachelor's degree in textile engineering, and from University of Science and Technology of China* (中國科學技術大學) in July 2011 with an executive master of business administration.

Mr. Zhang has entered into a service contract with the Company for an initial fixed term of three years commencing from 31 October 2018 and will continue thereafter until terminated by not less than three months' notice in writing served by either party on the other, which notice shall not expire until after the fixed term. Mr. Zhang is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Zhang is not entitled to any Director's fees, and only received the salaries and benefits from being in other positions in our Group.

As at the Latest Practicable Date, Mr. Zhang is deemed to be interested in 15,000,000 Shares which may be issued to him upon exercise of the 15,000,000 share options granted to him on 30 April 2019 pursuant to Part XV of the SFO.

- 10 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang (i) did not hold any other major appointment and professional qualification nor directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) did not have any relationship with any Directors, senior management, substantial nor controlling shareholders (having the meaning ascribed to them in the Listing Rules) of the Company; (iii) did not hold any position with the Company nor other members of the Group; and (iv) does not have, and is not deemed to have, any interests and short positions in the Shares or underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of SFO.

Save as disclosed above, there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

Lu Zhen (陸真)

Mr. Lu Zhen (陸真), aged 45, joined the Group in October 2014 and was appointed as an executive Director of the Company on 27 October 2017.

Mr. Lu has more than 10 years of experience in education. The following table shows the key working experience of Mr. Lu:

Period	Company	Position
July 1999 to February 2005	Hefei Meiling Co., Ltd.*	Business manager
	(合肥美菱股份有限公司)
February 2005 to	Hefei Meiling Home	General manager for Anhui
February 2009	Appliances Industrial and	division
	Trading Company
	Limited* (合肥美菱家電工
	貿有限公司)
August 2009 to	Xinhua Education Group	Deputy head/marketing operation
November 2011 and		manager/general manager of
December 2013 to		computer business department
October 2014
November 2011 to	Shandong Xinhua Computer	Deputy principal/principal
November 2013	College* (山東新華電腦學
	院)
October 2014 to present	Xinhua University	Deputy principal/executive
		director/executive deputy
		principal
March 2015 to present	Xinhua Group	Assistant to the president/director/
		vice president/executive vice
		president

- 11 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Period	Company	Position
November 2018 to present	China East Education	Non-executive director
	Holdings Limited, a
	company whose shares are
	listed on the Stock
	Exchange (stock
	code: 667)

Mr. Lu graduated from Zhengzhou Institute of Textile Industry* (鄭州紡織工學院, currently known as Zhongyuan University of Technology (中原工學院)) in Zhengzhou City, Henan Province, the PRC with a bachelor degree majoring in mechanical engineering in July 1999 and graduated from Nanjing University (南京大學) in Nanjing City, Jiangsu Province, the PRC with a degree of master of business administration in March 2009.

Mr. Lu has entered into a service contract with the Company for an initial fixed term of three years commencing from 26 March 2018 and will continue thereafter until terminated by not less than three months' notice in writing served by either party on the other, which notice shall not expire until after the fixed term. Mr. Lu is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Lu is not entitled to any Director's fees, and only received the salaries and benefits from being in other positions in our Group.

As at the Latest Practicable Date, Mr. Lu is deemed to be interested in 6,000,000 Shares which may be issued to him upon exercise of the 6,000,000 share options granted to him on 15 July 2019 pursuant to Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lu (i) did not hold any other major appointment and professional qualification nor directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) did not have any relationship with any Directors, senior management, substantial nor controlling shareholders (having the meaning ascribed to them in the Listing Rules) of the Company; (iii) did not hold any position with the Company nor other members of the Group; and (iv) does not have, and is not deemed to have, any interests and short positions in the Shares or underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of SFO.

Save as disclosed above, there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

- 12 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Wang Yongkai (王永凱)

Mr. Wang Yongkai (王永凱), aged 63, joined the Group in March 2003 and was appointed as an executive Director of the Company on 27 October 2017.

Mr. Wang has more than 17 years of experience in education and financial matters. The following table shows the key working experience of Mr. Wang:

Period	Company	Position
March 2003 to present	Xinhua Group	Chief financial officer/deputy
		general manager/director/
		executive president
December 2004 to present	Xinhua University	Director

Mr. Wang obtained the qualification as a senior economist granted by the Personnel Bureau of Hefei City in December 2008. He graduated from Hefei Rural Economic Management Cadre College* (合肥農村經濟管理幹部學院, currently known as Anhui Economic Management Cadre College* (安徽經濟管理幹部學院)) in Hefei City, Anhui Province, the PRC majoring in financial accounting and statistics in July 1989 and graduated from China Europe International Business School* (中歐國際工商學院) in Shanghai, the PRC with a degree of master of business administration in October 2011.

Mr. Wang has entered into a service contract with the Company for an initial fixed term of three years commencing from 26 March 2018 and will continue thereafter until terminated by not less than three months' notice in writing served by either party on the other, which notice shall not expire until after the fixed term. Mr. Wang is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Wang is not entitled to any Director's fees, and only received the salaries and benefits from being in other positions in our Group.

As at the Latest Practicable Date, Mr. Wang is deemed to be interested in 6,000,000 Shares which may be issued to him upon exercise of the 6,000,000 share options granted to him on 15 July 2019 pursuant to Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang (i) did not hold any other major appointment and professional qualification nor directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) did not have any relationship with any Directors, senior management, substantial nor controlling shareholders (having the meaning ascribed to them in the Listing Rules) of the Company; (iii) did not hold any position with the Company nor other members of the Group; and (iv) does not have, and is not deemed to have, any interests and short positions in the Shares or underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of SFO.

Save as disclosed above, there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

- 13 -

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 1,608,583,000 Shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 160,858,300 Shares which represent 10% of the total number of issued Shares during the period ending on the earliest of i) the conclusion of the next annual general meeting of the Company; or ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Cayman Companies Law or the Articles of Association; or iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.

REASONS AND FUNDING FOR REPURCHASES OF SHARES

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

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Cayman Companies Law and the Listing Rules. The Cayman Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Cayman Companies Law.

The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and/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 Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 14 -

APPENDIX II

EXPLANATORY STATEMENT

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, in the event that the Repurchase 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 Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

No core connected person, as defined in the Listing Rules, of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

TAKEOVER CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares by the Company pursuant to the Repurchase 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. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, 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 Director, Mr. Wu is interested in 1,152,618,879 Shares held through Wu Junbao Company Limited, a company wholly-owned by Mr. Wu was deemed to be interested in approximately 71.65% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then the attributable interest of Mr. Wu would be increased from 71.65% to approximately 79.61% of the total number of Shares in issue. Such increase would not give rise to a general offer obligation under the Takeovers Code.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

- 15 -

APPENDIX II

EXPLANATORY STATEMENT

SHARE PRICES

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

	Highest	Lowest
Month	traded prices	traded prices
	HK$	HK$
2020
April	2.550	1.960
May	2.600	2.220
June	2.800	2.460
July	2.630	2.160
August	2.640	2.180
September	2.750	2.300
October	2.790	2.260
November	2.570	2.230
December	2.580	2.250
2021
January	2.580	2.200
February	2.340	2.150
March	2.420	2.110
April (up to the Latest Practicable Date)	2.350	2.180

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

China Xinhua Education Group Limited

中國新華教育集團 有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2779)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of China Xinhua Education Group Limited (the "Company") will be held at Conference Room, 9th Floor, Scientific Research Office Building, Anhui Xinhua University, No. 555 Wangjiangxi Road, Hefei City, Anhui Province, People's Republic of China (the "PRC") on Friday, 18 June 2021 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") of the Company and the auditors of the Company for the year ended 31 December 2020.
2. (a) To re-elect the following retiring Directors (as separate resolutions):
3. 1. 1. Mr. Zhang Ming as an executive Director.
      2. Mr. Lu Zhen as an executive Director.
      3. Mr. Wang Yongkai as an executive Director.
   2. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
4. To re-appoint KPMG as the auditors of the Company and to authorise the Board to fix their remuneration.
5. To declare a final dividend of HK$7.23 cents (equivalent to approximately RMB6.07 cents) per ordinary share of the Company for the year ended 31 December 2020.
6. To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:

1. "That:
2. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or
   2. • 17 -

NOTICE OF ANNUAL GENERAL MEETING

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 and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

1. the approval in paragraph (i) 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/or options which may require the exercise of such power after the end of the Relevant Period;
2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of issued shares of the Company as at the date of passing this resolution; and (if the Directors of the Company are so authorised by resolution numbered 5(B)) the aggregate number of shares of the Company bought back by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the number of issued shares of the Company as at the date of passing resolution numbered 5(B)).
   And the said approval shall be limited accordingly;
3. for the purpose of this resolution:
4. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. • 18 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. 1. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
      2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
   2. "Rights Issue" means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion 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)."
2. "That:
3. 1. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-back and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), be and is hereby generally and unconditionally approved;
   2. the aggregate number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
   3. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
   4. • 19 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
      3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
2. "That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the General Mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of such number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such amount of shares of the Company shall not exceed 10% of the total number of issued shares of the Company at the date of passing of the said resolutions."

	By order of the Board
	China Xinhua Education Group Limited
	Wu Junbao
	Chairman
Anhui Province, PRC, 29 April 2021
Registered office:	Principal place of business in
Cricket Square	Hong Kong:
Hutchins Drive	40th Floor
P.O. Box 2681	Dah Sing Financial Centre
Grand Cayman KY1-1111	248 Queen's Road East
Cayman Islands	Wanchai
	Hong Kong

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
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 in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, a form of proxy must be deposited at the Company's share registrar 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 notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. by 3:00 p.m. on Wednesday, 16 June 2021) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting or any adjourned meeting thereof if they so wish.
4. The transfer books and register of members will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. All transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar 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 Friday, 11 June 2021.
5. In respect of ordinary resolution numbered 4 above, the proposed final dividend will be payable to the shareholders whose names appear on the register of members of the Company on Friday, 2 July 2021. The transfer books and register of members of the Company will be closed from Tuesday, 29 June 2021 to Friday, 2 July 2021 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend, all transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 28 June 2021 for registration.
6. In respect of ordinary resolution numbered 2(a) above, Mr. Zhang Ming, Mr. Lu Zhen and Mr. Wang Yongkai shall retire and being eligible, offered themselves for re-election at the above meeting. Details of the above Directors are set out in Appendix I to the circular of the Company dated 29 April 2021.
7. In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the General Mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interest of the Company and its shareholders. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the General Mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated 29 April 2021.

As at the date of this notice, the non-executive Director is Mr. Wu Junbao (the Chairman); the executive Directors are Mr. Zhang Ming, Mr. Lu Zhen and Mr. Wang Yongkai; and the independent non-executive Directors are Mr. Jiang Min, Mr. Yang Zhanjun and Mr. Chau Kwok Keung.

- 21 -