CFCG Acquires 100% Equity Interest in Edukeys Group
Developing International Education Market


(Hong Kong, 6 August 2018) China First Capital Group Limited (“CFCG”, or the “Company”; stock code: 1269.HK) announces on 3 August 2018 (after trading hours) that the Company has agreed to purchase 100% equity interest of Xinjiang Edukeys International Education Services Co., Ltd. (“Xinjiang Edukeys”, together with its subsidiaries, “Edukeys Group”) at a total consideration of RMB351.531 million (equivalent to approximately HK$403.864 million).

Xinjiang Edukeys is a limited company incorporated in the PRC. It has two wholly-owned subsidairies, namely China Edukeys International Education Services Co., Ltd.* and China Talent International Education Services Co., Ltd.* . Edukeys Group is a group of international educational institutions devoting to professional education consulting services. The business of Edukeys Group covers development, operation and management of international education products. Currently, Edukeys Group primarily operates PGA (Project of Global Access) high school international programs, which are a series of international programs formulated based on the features of the PRC high school education that suits to the PRC students.

In 2017, with First Capital Fund Management Company Limited* as the General Partner, Sub-fund No.1 of Chongqing First Capital Cultural Investment Equity Investment Fund (Limited Partnership)* ("Sub-fund No.1 of Chongqing First Capital Cultural "), the First Vendor of the acquisition, has already invested in Edukeys Group, holding 65% equity interest in Xinjiang Edukey. Pursuant to the the Sale and Purchase Agreement, CFCG is agreed to acquirethe other 35% equity interest. Upon completion of the acquisition, the Company will be holding 100% equity interest of Xinjiang Edukeys and Edukeys Group will become wholly-owned subsidiaries of the Company. The Consideration Shares will be allotted and issued pursuant to the General Mandate. The Issue Price is HK$5.02, based on the closing price of HK$5.27 per Share as quoted on the Stock Exchange on the Last Trading Day, a discount of approximately 4.74%.

CFCG is an investment holding company. Since 2016, the Company has continued to diversify its business, with education investment as cornerstone, and financial services and education operation as support to the Company. The combination of the three key operations enabling the Company to achieve a balancing development. CFCG is aspired to build a platform for education operation, investment and financing in the education sector, powered by “Education Operation and Financial Services”, a dual-pronged strategy.

According to CFCG, the market of international education in the PRC is growing, which brings good prospect to related education and training services. Being the pioneer of international education programs and services, Edukeys Group has competitive strength in formulating international education programs and acquiring quality teachers and education resources. Edukeys Group may continue to adopt its existing mode of development andexpand by providing international education programs and services to more schools in the PRC. Edukeys Group may also promote collaboration among its resources and its resources in the area of K-12 education, in order to enhance the internationalization and quality of traditional K-12 education, and integrate the resources of the Group and Edukeys Group.

Having considered the current brand influence and future prospect of Edukeys Group, the viability of its expansion, and the synergy and possible integration among the resources of CFCG and Edukeys Group, the Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the Sale and Purchase Agreement are fair and reasonable and the Acquisition is in the interests of the Shareholders as a whole.