Scholar Education Group Announces Poll Results of Extraordinary General Meeting: Key Resolutions Passed

Hong Kong, 13 March 2026 – Scholar Education Group (Stock Code: 1769) has announced the detailed poll results of its Extraordinary General Meeting (EGM) held on 13 March 2026. The meeting focused on two critical resolutions related to the Company’s 2024 Share Scheme, both of which were passed by the requisite majority. These resolutions could have significant implications for the company’s future capital structure, employee incentives, and potentially, the share price.

Key Highlights from the EGM

• Two Ordinary Resolutions Passed: Shareholders approved the refreshment of the Scheme Mandate Limit and the Service Provider Sublimit for the 2024 Share Scheme.
• Strong Shareholder Participation: Out of 673,781,050 issued shares (including 1,000,000 yet to be cancelled), holders of 672,781,050 shares were entitled to vote.
• Controlling Shareholder Abstained: Mr. Chen Qiyuan, the chairman and executive director, together with his associates holding 219,658,000 shares (approx. 32.6% of total shares), abstained from voting on the resolutions per regulatory requirements.

Detailed Breakdown of Resolutions

1. Refreshment of Scheme Mandate Limit

The first resolution sought shareholder approval to refresh the Scheme Mandate Limit under the Company’s 2024 Share Scheme. This means that the Company is now authorised to issue new awards up to 10% of the total number of shares in issue as at the date of the EGM. Importantly, previously granted awards and options (including those outstanding, cancelled, lapsed, exercised, or vested) will not count towards this refreshed limit.
Voting results: 165,702,030 votes (99.7%) in favour, 498,000 votes (0.3%) against.

2. Refreshment of Service Provider Sublimit

The second resolution, contingent on the passing of the first, refreshed the Service Provider Sublimit under the 2024 Share Scheme. This authorises the Company to grant further awards to Service Provider Participants up to 1% of the total number of shares in issue as at the date of the EGM.
Voting results: 114,550,030 votes (68.9%) in favour, 51,650,000 votes (31.1%) against.

Important Notes for Shareholders

• Potential Share Dilution: By refreshing the Scheme Mandate Limit and the Service Provider Sublimit, the Company has created additional headroom to issue new shares. This could potentially lead to dilution for existing shareholders if new awards are granted and vested.
• Shareholder Support and Dissent: While both resolutions passed comfortably, it’s noteworthy that 31.1% of votes were cast against the Service Provider Sublimit refreshment, indicating some shareholder concerns regarding additional share issuance to service providers.
• Corporate Governance: The Company’s controlling shareholder and his associates properly abstained from voting on related party matters, in full compliance with Hong Kong Listing Rules, demonstrating adherence to good corporate governance practices.
• Board Participation: All directors, including executive and independent non-executive directors, attended the EGM, reflecting the importance of the meeting and strong board engagement.

Implications for Investors

The approval of these resolutions provides Scholar Education Group with greater flexibility to incentivise management, employees, and service providers. While this could enhance the Company’s ability to attract and retain talent—potentially driving long-term value—it also opens the door to share dilution, which may impact earnings per share and, in turn, share price. Investors should monitor the pace and size of future award grants under the refreshed limits, as these will be key to assessing the impact on the Company’s capital base and market performance.

Conclusion

Both resolutions passed at the EGM are potentially price-sensitive, given their implications for share dilution and the Company’s future equity incentive structure. Investors are advised to review the full EGM notice and circular for further details, and to keep an eye on future disclosures related to the utilisation of the refreshed limits.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult professional advisors before making investment decisions. The author and publisher accept no liability for any loss arising from reliance on this article.

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