China Education : COMPLETION OF TOP-UP PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

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 Education Group Holdings Limited

中 國 教 育 集 團 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability

and carrying on business in Hong Kong as ''ChinaEdu 中教常春藤'')

(Stock Code: 839)

COMPLETION OF TOP-UP PLACING OF EXISTING SHARES AND

SUBSCRIPTION FOR NEW SHARES

UNDER GENERAL MANDATE

Placing Agent

The Company is pleased to announce that completion of the Placing and the Subscription took place on 13 August 2020 and 20 August 2020, respectively. The Company received total net proceeds of approximately HK$2.00 billion (net of related costs, professional fees and out-of-pocket expenses) and intends to use the same for (1) potential as well as announced acquisitions; and (2) expansion and development of the Group's existing and new campuses.

Reference is made to the announcement of the Company dated 10 August 2020 (the ''Announcement'') in relation to, among other things, the Placing and the Subscription. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

- 1 -

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Company is pleased to announce that completion of the Placing and the Subscription took place on 13 August 2020 and 20 August 2020, respectively.

A total of 130,000,000 Placing Shares have been successfully placed at the Placing Price of HK$15.50 per Share to no fewer than six independent placees selected and/or procured by or on behalf of the Placing Agent. The Placing Agent, the placees and their respective ultimate beneficial owners are third parties independent of and not connected with the Company, any director, chief executive or substantial shareholder (including Blue Sky and White Clouds) of the Company or any of its subsidiaries, or any of their respective associates, and not acting in concert with Blue Sky and White Clouds and its concert parties. None of the placees and their ultimate beneficial owners has become a substantial shareholder (as defined under the Listing Rules) of the Company upon taking up the Placing Shares.

Further, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on 20 August 2020. A total of 130,000,000 Subscription Shares (equal to the number of the Placing Shares successfully placed under the Placing) were subscribed by Blue Sky and White Clouds at the net Subscription Price (after deduction of related costs and expenses in relation to the Placing and the Subscription) of approximately HK$15.40 for each Subscription Share. The Subscription Shares represent approximately 6.05% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

The Company received total net proceeds of approximately HK$2.00 billion (net of related costs, professional fees and out-of-pocket expenses) and intends to use the same for (1) potential as well as announced acquisitions; and (2) expansion and development of the Group's existing and new campuses.

EFFECT OF THE PLACING AND THE SUBSCRIPTION

The table below sets out the shareholding structure of the Company before and after the Placing and the Subscription:

					Immediately after
	Immediately before	completion of the Placing	Immediately after
	completion of the Placing	but before the	completion of the Placing
Shareholders	and Subscription	Subscription			and the Subscription
	No. of Shares	%		No. of Shares	%		No. of Shares	%
Controlling shareholders	1,500,000,000	74.25		1,370,000,000			67.81	1,500,000,000	69.76
(Note)
Public
Placees	N/A		N/A	130,000,000			6.43	130,000,000	6.05
Other public shareholders	520,222,000		25.75		520,222,000			25.75	520,222,000	24.19
Total
2,020,222,000		100.00	2,020,222,000			100.00		2,150,222,000	100.00

- 2 -

Note: The controlling shareholders, being Blue Sky and White Clouds, each holds 750,000,000 shares, 685,000,000 shares and 750,000,000 shares of the Company, immediately before completion of the Placing and Subscription, immediately after completion of the Placing but before the Subscription, and immediately after completion of the Placing and the Subscription, being approximately 37.12%, 33.91% and 34.88% of the issued share capital of the Company (as enlarged by the allotment and issue of the Subscription Shares, as the case may be). As Blue Sky, White Clouds, Mr. Yu Guo and Mr. Xie Ketao entered into the Concert Party Agreement to align their shareholding interests in the Company, pursuant to which Blue Sky, White Clouds, Mr. Yu Guo and Mr. Xie Ketao agreed to vote in concert with each other for all operational and other matters at Board meetings or Shareholders' meeting of the Company (through himself, Blue Sky or White Clouds, as the case may be).

By order of the Board

China Education Group Holdings Limited

Yu Guo	Xie Ketao
Co-Chairmen
Hong Kong, 20 August 2020
As at the date of this announcement, the executive directors	of the Company are

Mr. Yu Guo, Mr. Xie Ketao, Dr. Yu Kai and Ms. Xie Shaohua, and the independent non-executive directors of the Company are Dr. Gerard A. Postiglione, Dr. Rui Meng and Dr. Wu Kin Bing.

- 3 -