DISCLOSEABLE TRANSACTION: INVESTMENT IN THE JV COMPANY AND MAKING OF SHAREHOLDERS LOAN ADVANCE TO AN ENTITY

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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.

Hong Kong Education (Int’l) Investments Limited 香 港 教 育（ 國 際 ）投 資 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1082)

DISCLOSEABLE TRANSACTION:

INVESTMENT IN THE JV COMPANY AND MAKING OF SHAREHOLDERS’ LOAN

ADVANCE TO AN ENTITY

After trading hours on 12 December 2014, Ultimate Elite (a wholly-owned subsidiary of the Company) entered into the Shareholders Agreement with the JV Partner pursuant to which the JV Parties have agreed to invest in the JV Company. It is the intention of the JV Parties that the JV Company will be principally engaged in the business of property investment (including but not limited to the Acquisition) and property holding.

Pursuant to the Shareholders Agreement, the JV Partner and Ultimate Elite have subscribed for new JV Shares and after such Subscription, the JV Company is owned as to 51% by the JV Partner and as to 49% by Ultimate Elite. The JV Partner and Ultimate Elite have also agreed to provide Shareholders’ Loan up to HK$45.9 million and HK$44.1 million respectively for the financing of the Acquisition.

The Shareholders Agreement constitutes a discloseable transaction for the Company and

is subject to notification and announcement requirements under Chapter 14 of the Listing

Rules.

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The Shareholders’ Loan which will be advanced by Ultimate Elite to the JV Company pursuant to the Shareholders Agreement amounts to an advance by the Group to an entity in respect of which the asset ratio of such advance exceeds 8%, and is required to be disclosed pursuant to Rule 13.13 of the Listing Rules. Details of such advance as required to be disclosed under Rule 13.15 of the Listing Rules are contained in this announcement.

INTRODUCTION

After trading hours on 12 December 2014, Ultimate Elite (a wholly-owned subsidiary of the Company) entered into the Shareholders Agreement with the JV Partner and the JV Company pursuant to which the JV Parties have agreed to invest in the JV Company. It is the intention of the JV Parties that the JV Company will be principally engaged in the business of property investment (including but not limited to the Acquisition) and property holding. The principal terms of the Shareholders Agreement are set out below:

THE SHAREHOLDERS AGREEMENT

Date

12 December 2014

Parties

(a) Ultimate Elite (a wholly-owned subsidiary of the Company);

(b) JV Partner; and

(c) JV Company.

To the best of the Directors’ knowledge, information and belief having made all reasonable

enquiries, each of the JV Company and its ultimate beneficial owner (i.e. the JV Partner) is an

Independent Third Party.

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Business of the JV Company

The JV Company shall only engage in the business of property investment (including but not limited to the Acquisition) and property holding and such businesses or activities reasonably incidental thereto except with the prior approval of all shareholders of the JV Company.

Capital contribution

As at the time of the signing of the Shareholders Agreement, the JV Company had one issued JV Share and was 100% owned by the JV Partner.

Immediately after the execution of the Shareholders Agreement, the JV Partner and Ultimate Elite respectively subscribed for 50 new JV Shares and 49 new JV Shares in cash at the respective subscription price of HK$50 and HK$49. After such Subscription, the JV Company is owned as to 51% by the JV Partner and as to 49% by Ultimate Elite and the JV Company is accounted for as an associate of the Group.

Shareholders’ Loan

With a view of financing the Acquisition, the JV Parties agreed to provide the Shareholders’

Loan in the aggregate amount of up to HK$90 million in proportion to their respective

shareholding in the JV Company (i.e. up to HK$45.9 million and HK$44.1 million by the JV

Partner and Ultimate Elite respectively). The final amount of, and the timing of advancing,

the Shareholders’ Loan shall be determined by the JV Board in accordance with the funding

requirement of the Acquisition. Each of the JV Parties shall pay the Shareholders’ Loan to

the JV Company on or before the date(s) to be determined by the JV Board. Neither of the

JV Parties is obliged to provide the Shareholders’ Loan in the event that the other party fails

to do so. The Shareholders’ Loan will be interest-free and without collateral. Unless with

the consent of the JV Parties, neither of the JV Parties shall demand for repayment of any

Shareholders’ Loan then outstanding. Any part repayment of the Shareholders’ Loan shall be

made proportional to the ratio of the shareholders’ shareholding in the JV Company at the

time when such repayment is made.

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If completion of the Acquisition does not take place by the Long Stop Date, the unutilised amount of the Shareholders’ Loan provided (if any) shall be repaid by the JV Company to the JV Parties in proportion to their respective shareholding interests in the JV Company.

Even though the JV Company may require additional capital in the future, no shareholder of the JV Company has any obligation to provide any capital contributions, loans or guarantees to the JV Company other than as required under the Shareholders Agreement or as the shareholders of the JV Company may otherwise agree.

The aggregate amount of the capital contribution and the Shareholders’ Loan was determined after arm’s length negotiations between the JV Parties having taken into account of the expected initial capital requirement for carrying out the proposed business and the Acquisition by the JV Company.

The Group intends to finance its portion of the capital contribution and the Shareholders’

Loan (if any) to the JV Company by its internal resources and/or borrowings and/or future fund raising exercise(s).

Board composition

Unless otherwise agreed by the JV Parties, the JV Board shall comprise two directors, where each of the JV Parties shall have the right to appoint one director of the JV Company. The chairman of the JV Board shall be nominated by the JV Partner.

The quorum for a meeting of the JV Board shall be two directors present in person or by their alternates for the time being.

Restriction on encumbrances and transfer of JV Shares

None of the JV Parties shall, except with the prior written consent of the other JV Parties,

transfer, create or permit to subsist any encumbrance over all or any of the JV Shares or any

interest therein from time to time being held by it.

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Reserved matters

The JV Company is not authorised to take any of the following actions, or to approve that any subsidiary of the JV Company (if any) to take any of the following actions, unless it first obtains approval for such action by its shareholders holding at least 75% of the JV Company’s issued share capital:

(a) amend the articles of association of the JV Company;

(b) incur any debt obligation, or make any payment or series of payments to any person, that is either (i) not in the ordinary course of business, or (ii) in excess of HK$500,000 whether or not in the ordinary course of business; in either case, whether contingent or otherwise, or by way of contract, guarantee, indemnity or otherwise;

(c) make any loan or grant any credit to any person in excess of HK$500,000, or grant any guarantee, indemnity or security in respect of the obligations of any other person;

(d) create or permit (to the extent it has the ability to prevent) any encumbrance on any of its or its subsidiaries’ assets, except for encumbrances (i) arising by operation of law in the ordinary course of business, and (ii) incidental to other transactions approved by its shareholders;

(e) compromise any judgment or settle or enter into any settlement in any criminal or civil proceeding;

(f) file a petition in bankruptcy, appoint a receiver or trustee or make an assignment for the benefit of creditors;

(g) dissolve, liquidate or wind up the affairs of the JV Company;

(h) merge or consolidate the JV Company with or into any other partnership, corporation, limited liability company or other entity, or sell all or substantially all of the assets of the JV Company or any subsidiary of the JV Company;

(i) transfer, sell, lease or purchase any real or personal property with a value (including but

not limited to the Property) or creating an obligation, in excess of HK$500,000;

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(j) enter into, or amend, any agreement, contract or other binding obligation, between the JV Company and any of its shareholders, directors or affiliates of either (an “affiliate” of an individual or entity means any other individual or entity controlling, controlled by or under common control with such individual or entity, and, in the case of individuals, also means any parent, spouse, sibling, son or daughter of such individual); or

(k) authorise, by contract or otherwise, any person to receive remuneration calculated by reference to the JV Company’s income or profits.

PRINCIPAL BUSINESS ACTIVITIES AND USE OF CAPITAL CONTRIBUTION AND SHAREHOLDERS’ LOAN

The JV Company was incorporated in Hong Kong on 6 October 2014 and has not commenced any business since incorporation. Based on the unaudited management accounts of the JV Company from the date of incorporation to 30 November 2014, the JV Company did not record any revenue and the JV Company recorded loss (before and after tax) of approximately HK$8,900. The unaudited net liabilities of the JV Company as at 30 November 2014 is approximately HK$8,900.

It is proposed that the JV Company will, as purchaser, enter into sale and purchase agreement(s) with an independent seller for the sale and purchase of the Property. Pursuant to the Shareholders Agreement, the JV Parties agreed that the subscription money and the Shareholders’ Loan received by the JV Company pursuant thereto shall only be applied to settle the consideration, stamp duty and other incidental expenses payable (“Acquisition Cost”) by the JV Company under the Acquisition. It is expected that the Acquisition Cost will be approximately HK$122.5 million, which is intended to be financed by the Shareholders’

Loan and borrowings from banks and/or financial institutions by the JV Company.

REASONS FOR AND BENEFITS OF THE SHAREHOLDERS AGREEMENT

The JV Partner is a merchant and has maintained good business relationship with the Group.

The JV Partner is also one of the shareholders of Seasoned Leader Limited, which the Group holds 47% interests.

The Group is principally engaged in the provision of private educational services, investment

in securities, property investments and money lending business.

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The Directors are optimistic about the prospect of the property market in Hong Kong and hence consider the entering into of the Shareholders Agreement will allow the Group to, through its investment in the JV Company, strengthen the Group’s property portfolio, by making use of the advantages of the capital contribution and the Shareholders’ Loan provided by the JV Partner.

The Directors are of the view that the terms of the Shareholders Agreement are on normal commercial terms and are fair and reasonable and in the interest of the Group and the Shareholders as a whole.

LISTING RULES IMPLICATION

The Shareholders Agreement constitutes a discloseable transaction for the Company and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

The Shareholders’ Loan which will be advanced by Ultimate Elite to the JV Company pursuant to the Shareholders Agreement amounts to an advance by the Group to an entity in respect of which the asset ratio of such advance exceeds 8%, and is required to be disclosed pursuant to Rule 13.13 of the Listing Rules. Details of such advance as required to be disclosed under Rule 13.15 of the Listing Rules are contained in this announcement.

DEFINITIONS

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

“Acquisition” the proposed acquisition of the Property by the JV Company

“Board” the board of Directors

“Company” Hong Kong Education (Int’l) Investments Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

“Director(s)” the director(s) of the Company

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“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Third Party” third party independent of the Company and connected persons (as defined in the Listing Rules) of the Company

“JV Board” board of directors of the JV Company

“JV Company” Vision Smart Limited, a company incorporated in Hong Kong, which immediately before the signing of the Shareholders Agreement was 100% owned by the JV Partner

“JV Parties” collectively, Ultimate Elite and the JV Partner and a “JV Party” shall be construed accordingly

“JV Partner” Mr. Leung Wai Hon, being a party to the Shareholders Agreement

“JV Share(s)” ordinary share(s) of the JV Company

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Long Stop Date” the date which is twelve months after the date of the Shareholders Agreement (or such other date as may be agreed by the JV Parties)

“Property” the property comprising the whole of the 21st floor of and three car park spacing of the development to be erected on Sha Tin Town Lot No. 412 (also known as No. 3 On Kwan Street), Shatin, New Territories

“Share(s)” the shares of the Company of HK$0.1 each

“Shareholders” holders of the Shares

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“Shareholders Agreement” the shareholders agreement dated 12 December 2014 entered into between the JV Parties and the JV Company to record the respective rights and obligations of the JV Parties and the arrangements between them and the JV Company and amongst themselves with respect to the ownership, management and operations of the JV Company

“Shareholders’ Loan(s)” the non-interest bearing loan(s) of such amount to be determined by the JV Board and to be provided by the JV Parties to the JV Company up to an aggregate amount of HK$90 million, prior to, and for the sole purpose of funding, the Acquisition, in accordance with the terms of the Shareholders Agreement

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subscription” the subscription of (i) 50 new JV Shares by the JV Partner;

and (ii) 49 new JV Shares by Ultimate Elite, in each case, at HK$1 per JV Share

“Ultimate Elite” Ultimate Elite Investments Limited, a company incorporated in the British Virgin Islands with limited liability, being a wholly-owned subsidiary of the Company and a party to the Shareholders Agreement

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

By order of the Board

Hong Kong Education (Int’l) Investments Limited Lee Wai Lok, Ignatious

Executive Director Hong Kong, 12 December 2014

As of the date of this announcement, the executive Directors are Mr. Wong Yuk Tong, Mr. Lee

Wai Lok, Ignatious and Ms. Wu Mei Chu; and the independent non-executive Directors are

Mr. Ong Chi King, Mr. Lee Shu Fai and Mr. Pun Kwok Shan.