Edvantage : GRANT OF SHARE OPTIONS AND GRANT OF AWARD SHARES

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Edvantage Group Holdings Limited

中 滙 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0382)

GRANT OF SHARE OPTIONS

AND

GRANT OF AWARD SHARES

The Board of the Company hereby announces that on 29 April 2021, the Company granted:

1. Share Options to subscribe for a maximum of a total of 1,833,062 Shares under the Share Option Scheme to 6 Option Grantees, all being employees of the Group, entitled under the Share Option Scheme, subject to their acceptance; and
2. 337,808 Award Shares (all in the form of existing Shares) to 6 Award Shares Grantees, all being employees of the Group, under the Share Award Scheme, subject to their acceptance.

The board (the "Board") of directors (the "Directors") of Edvantage Group Holdings Limited (the "Company", together with its subsidiaries, collectively the "Group") is pleased to announce that on 29 April 2021, the Company granted long-term incentives in the form of Share Options (defined below) and Award Shares (defined below) to certain employees of the Group as set out below as a means to remunerate and reward them for their contributions to the Group and to encourage their continual effort to the Group's future development.

Grant of Share Options

On 29 April 2021, the Company granted to a total of 6 participants (the "Option Grantees") entitled under the share option scheme adopted by the Company on 6 June 2019 (the "Share Option Scheme"), subject to their acceptance, share options (the "Share Options") carrying rights to subscribe for a maximum of a total of 1,833,062 ordinary shares of the Company of US$0.01 each (the "Shares") under the Share Option Scheme.

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Details of the aforesaid grant of Share Options are as follows:

Date of grant:	29 April 2021
Maximum number of Shares to	1,833,062 Shares
be issued upon exercise of the
Share Options granted in full:

Exercise price of Share Options granted:

Closing price of the Shares on the date of grant:

HK$8.592, which represents the highest of:

1. the closing price per Share of HK$8.55 on the date of grant;
2. the average closing price of HK$8.592 per Share for five business days immediately preceding the date of grant; and
3. the nominal value of a Share on the date of grant, being US$0.01.

HK$8.55 per Share

Exercise period of the Share	The vesting schedule of the Share Options is as
Options:	follows: (Note)
	(i)	up to approximately 16% of the Share Options are
		exercisable commencing from 10 December 2021 to
		30 April 2027;
	(ii)	up to approximately 14% of the Share Options are
		exercisable commencing from 29 March 2022 to 30
		April 2027;
	(iii)	up to approximately 17.5% of the Share Options are
		exercisable commencing from 9 December 2022 to
		30 April 2027;
	(iv)	up to approximately 14% of the Share Options are
		exercisable commencing from 29 March 2023 to 30
		April 2027;
	(v)	up to approximately 21% of the Share Options are
		exercisable commencing from 8 December 2023 to
		30 April 2027; and

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	(vi) up to approximately 17.5% of the Share Options are
	exercisable commencing from 27 March 2024 to 30
	April 2027
Validity period of the Share	Up to 30 April 2027
Options granted:

Note: Out of the Share Options carrying rights to subscribe for a total of 1,833,062 Shares granted, (i) Share Options carrying rights to subscribe for 1,294,710 Shares are granted to 4 Option Grantees, the exercise of which is subject to achievement of performance targets for the years ending 31 August 2021, 2022 and 2023, and (ii) Share Options carrying rights to subscribe for 538,352 Shares are granted to 2 Option Grantees as part of the remuneration package to such Option Grantees, the exercise of which is not subject to achievement of any performance targets in view of the nature of their roles and functions with the Group.

The Company confirms that:

1. none of the Option Grantees is a Director, chief executive or substantial shareholder (within the meaning as ascribed to it under the Listing Rules) of the Company, or any of their respective associate(s) (within the meaning as ascribed to it under the Listing Rules); and
2. all 6 Option Grantees are employees of the Group.

Save and except that one of the Option Grantees, who is granted with Share Options carrying rights to subscribe for 416,497 Shares on 29 April 2021, has been granted with Share Options carrying rights to subscribe for 25,362 Shares on 22 February 2021 (where the total number of Shares issued or to be issued upon exercise of the share options of the Company granted to such Option Grantee within the 12-month period prior to the grant of Share Options in aggregate does not exceed 1% of the total number of issued Shares as at the date of this announcement), no share option of the Company has been granted to the Option Grantees within the 12-month period prior to the grant of Share Options on 29 April 2021.

The Company will be fully responsible for all the costs incurred for the grant of Share Options.

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Grant of Award Shares

On 29 April 2021, the Company also granted 337,808 award shares ("Award Shares") all in the form of existing Shares to a total of 6 grantees ("Award Share Grantees"), subject to their acceptance, under the share award scheme adopted by the Company on 6 June 2019 (as amended or revised from time to time (the "Share Award Scheme"), respectively administered under a trust for connected persons of the Company and another trust for non-connected persons of the Company.

The Company confirms that:

1. none of the Award Shares Grantees is connected person/deemed connected person (as defined under the Chapter 14A of the Listing Rules); and

(iii) all 6 Award Share Grantees are employees of the Group.

By order of the Board

Edvantage Group Holdings Limited

LIU Yung Chau

Chairman and executive Director

Hong Kong, 29 April 2021

As at the date of this announcement, the executive Directors are Mr. Liu Yung Chau, Ms. Chen Yuan, Rita and Ms. Liu Yi Man, the non-executive Director is Mr. Liu Yung Kan; and the independent non-executive Directors are Mr. Xu Gang, Mr. Lo Chi Chiu and Mr. Li Jiatong.

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