Wah Fu Education Group Ltd

proxy statement and reissue such Ordinary Shares as 1,488,000 Class A Shares to HFGFR Inc.

Each proposed resolution is conditional upon the others being passed so no one resolution can be passed alone.

Votes shall be counted on a poll basis, with each share carrying one vote. At the AGM the following resolutions will be considered and voted upon, it being noted that each resolution is conditional upon the others being passed so no one resolution can be passed alone:

• RESOLVED:

THATthe amended and restated memorandum and articles of association attached hereto as Exhibit 99.4, be and are hereby approved, including the creation of a new class of class A shares with each class A share being entitled to fifteen (15) votes on all matters subject to vote at general meetings of the Company;

THAT the change in the maximum number of shares that the Company is authorised to issue from 30,000,000 ordinary shares of US$0.01 par value each to 600,000,000 shares divided into 500,000,000 ordinary shares with a par value of US$0.01 each and 100,000,000 class A shares with a par value of US$0.01 each be and is hereby approved; and

THAT, subject to approval of the foregoing resolutions, the redemption of 1,488,000 Ordinary Shares held by HFGFR Inc. as at the date of this proxy statement and reissue of 1,488,000 Class A Shares to HFGFR Inc. be and is hereby approved.

Shareholders may obtain a copy of the Company’s annual report on Form 20-F, free of charge, from our website atwww. edu-edu.cn, or by writing to Raincy Du, Wah Fu Education Group Ltd., L207b, Hesheng Fortune Plaza, No.13 Deshengmenwai Street, Xicheng District, Beijing, China 100088, or by sending an email to ir@edu-edu.com.cn.

The resolutions proposed, if approved and adopted, will result in a dual-class structure of our ordinary shares, which has the effect of concentrating voting power with the holders of Class A Shares, which will limit the ability of holders of Ordinary Shares to influence the outcome of important transactions, including a change in control.

Upon the approval and adoption of the resolutions, the maximum number of shares we are authorised to issue will be change from 30,000,000 ordinary shares of US$0.01 par value each into a maximum of 600,000,000 shares divided into (i) 500,000,000 Ordinary Shares with a par value of US$0.01 each and (ii) 100,000,000 Class A Shares with a par value of US$0.01 each. Each Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of our Company, and each Class A Share shall entitle the holder thereof to fifteen (15) votes on all matters subject to vote at general meetings of our Company. Mr. Yang Yu (“Mr. Yu”), the chairman of the board of the directors, through HFGFR Inc., who currently owns 1,488,000 ordinary shares as of the date of this proxy statement, will beneficially own 1,488,000 Class A Shares, which result in Mr. Yu beneficially owning more than 50% of the aggregate voting power of our total issued and outstanding shares. As a result, we will be a ‘controlled company’ within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. As a result of the dual-class share structure and the concentration of ownership, holders of Class A Shares will have considerable influence over matters such as decisions regarding mergers and consolidations,