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Form Serial Number: |
CS20260727E00224 |
| 1.
Date of relevant event: |
23/07/2026
(dd/mm/yyyy)
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| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
01769 |
| 4.
Name of listed corporation: |
SCHOLAR EDUCATION GROUP |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
673,781,050 |
| 7.
Name of substantial shareholder: |
Kastle Limited |
| 8.
Registered office: |
23/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong |
| 9.
Principal place of business in Hong Kong: |
23/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong |
| 15.
Exchange on which listed: |
N/A |
| 16.
Name of listed parent and exchange on which parent is listed: |
N/A |
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| 17.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved |
Currency of transaction |
On Exchange
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Off Exchange
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| Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Nature of consideration
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Long position |
| 1113 | The percentage level of your interest in the shares has increased because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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1,500,000 |
HKD |
1.0000 |
0.9915 |
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| Short position |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 46,300,000 | 6.87 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 47,800,000 | 7.09 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| Smart Scholar Limited | Vistra (BVI) Limited，Vistra Corporate Services Centre ，Wickhams Cay II ，Road Town ，Tortola ，British Virgin Islands VG 1110 | Kastle Limited | 100.00 | Y | |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust: |
| Names of trust | Address | Status code | Number of shares |
| Scholar ESOP Trust | Addresses of individuals are not displayed. | | |
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| 25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | Percentage (%) |
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| 27.
Supplementary information: |
As a trustee, Kastle Limited initially held 46,300,000 ordinary shares on trust under the share incentive plan adopted by SCHOLAR EDUCATION GROUP through Smart Scholar Limited. Kastle Limited wholly owns Smart Scholar Limited. The relevant event is that Smart Scholar Limited purchased 1,500,000 ordinary shares of SCHOLAR EDUCATION GROUP on 23 July 2026 pursuant to the Plan, which resulted in an increase in its shareholding in SCHOLAR EDUCATION GROUP.
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| 28.
Log/Serial Number of the previous form: |
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| 29.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 2: |
27/07/2026
(dd/mm/yyyy)
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