6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2017

Commission File Number: 001-36907

Hailiang Education Group Inc.

386, Jiefang Road

Diankou Town, Zhuji

Zhejiang Province, PRC 311814

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes   ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Hailiang Education Group Inc.
Date: April 28, 2017	By:	/s/ Ming Wang
		Name:	Ming Wang
		Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	2017 Notice of Annual General Meeting and Proxy Statement
Exhibit 99.2	Form of 2017 Proxy Card
Exhibit 99.3	Depositary Notice to holders of American Depositary Shares
Exhibit 99.4	Form of registered proxy card for holders of American Depositary Shares

EX-99.1

Exhibit 99.1

HAILIANG EDUCATION GROUP INC.

(incorporated in the Cayman Islands with limited liability)

(NASDAQ: HLG)

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Hailiang Education Group Inc. (the “Company”) will be held on May 25, 2017, at 10:00 a.m., local time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China for the following purposes:

1. To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;

2. To re-elect Mr. Ying Xin as a director of the Company to hold office until the next annual general meeting;

3. To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;

4. To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;

5. To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;

6. To authorize the Board of Directors to fix the remuneration of the directors

7. To approve, ratify and confirm the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the year ending June 30, 2017, and to authorize the Board of Directors to fix their remuneration; and

8. To approve waiver of an annual general meeting for the fiscal year ended June 30, 2016.

The Board of Directors of the Company has fixed the close of business on April 18, 2017 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of ordinary shares of the Company, whether or not represented by American Depositary Shares (the “ADSs”), on the Record Date are entitled to receive notice of and to vote at Meeting or any adjournment thereof.

Shareholders may obtain a copy of the proxy materials, including the Company’s 2016 annual report, from the Company’s website at www.hailiangschool.com or by submitting a request to ir@hailiangeducation.com.

By Order of the Board of Directors,

/s/ Ming Wang

Ming Wang

Chairman of the Board of Directors

Hangzhou, China

April 28, 2017

1

HAILIANG EDUCATION GROUP INC.

2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 25^TH, 2017

PROXY STATEMENT

The Board of Directors of Hailiang Education Group Inc. (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on May 25, 2017, at 10:00 a.m., local time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China or any adjournment thereof.

Only holders of the ordinary shares of the Company of record at the close of business on April 18, 2017 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. Two shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on behalf of him. A proxy need not be a shareholder of the Company. Each holder of the Company’s ordinary shares shall be entitled to one vote in respect of each ordinary share held by him on the Record Date.

PROPOSALS TO BE VOTED ON

At the Meeting, ordinary resolutions will be proposed as follows:

1. To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;

2. To re-elect Mr. Ying Xin as a director of the Company to hold office until the next annual general meeting;

3. To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;

4. To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;

5. To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;

6. To authorize the Board of Directors to fix the remuneration of the directors;

7. To approve, ratify and confirm the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the year ending June 30, 2017, and to authorize the Board of Directors to fix their remuneration; and

8. To approve waiver of an annual general meeting for the fiscal year ended June 30, 2016.

The Board of Directors recommends a vote “FOR” each proposal from Proposals No. 1- 8.

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

Shareholders entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date and return the attached proxy form in accordance with the instructions set out therein.

2

VOTING PROCEDURE FOR HOLDERS OF AMERICAN DEPOSITARY SHARES

Deutsche Bank, as depositary of the ADSs, has advised the Company that it intends to mail to all holders of ADSs the Notice of the Meeting, this Proxy Statement and an ADS Voting Instruction Card. Upon the delivery of a signed and completed ADS Voting Instruction Card as instructed therein, the depositary will endeavor, to the extent practicable, to vote or cause to be voted the number of ordinary shares represented by the ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request. The depositary has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions

As the holder of record for all the ordinary shares represented by the ADSs, the depositary may only vote those ordinary shares represented by the ADSs whose holders’ instructions were timely received by the depositary and in the manner specified by the depositary, at the Meeting. If the enclosed ADS Voting Instruction Card is properly signed and dated but no direction is made, the depositary will not vote the ordinary shares represented by such ADSs, but will give discretionary proxy to a person designated by the Company. The depositary shall also give discretionary proxy to a person designated by the Company, with respect to those ordinary shares represented by the ADSs whose holders’ instructions were not timely received by the Depositary.

The depositary and its agents are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions.

There is no guarantee that holders of the ADSs or any such holder in particular will receive the Notice of the Meeting with sufficient time to instruct the depositary to vote, and it is possible that a holder of the ADSs will not have the opportunity to exercise its right to vote.

ANNUAL REPORT TO SHAREHOLDERS

Pursuant to NASDAQ’s Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The 2016 annual report for the year ended June 30, 2016 (the “2016 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders and beneficial owners of the Company’s ADSs. You may obtain a copy of our 2016 Annual Report to shareholders by visiting the “Financial Reports” heading under the “Investor Relations” section of the Company’s website at www.hailiangschool.com. If you want to receive a paper or email copy of the Company’s 2016 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations department of the Company, at ir@hailiangeducation.com.

3

PROPOSAL NO. 1 THROUGH PROPOSAL NO. 6

RE-ELECTION OF DIRECTORS

and

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX REMUNERATION OF DIRECTORS

The Board of Directors currently consists of five members. All of the current directors named below will seek re-election at the Meeting.

Each director to be re-elected will hold office until the next annual general meeting of shareholders or until his / her appointment is otherwise terminated in accordance with the articles of association of the Company.

DIRECTORS FOR RE-ELECTION

Mr. Ming Wang, age 56, has served as the chairman of the Board of Directors and chief executive officer of the Company since 2014. He has also served as a director of Hailiang Consulting, the Company’s wholly-owned subsidiary in China, since 2011. He has also served as vice president of Hailiang Group, a related party of the Company, since 2004. Mr. Wang is also a director of Bank of Ningxia Co., Ltd. He served as the assistant to the president of Hailiang Group from 2001 to 2004. Prior to joining Hailiang Group, Mr. Wang was employed from 1982 to 2001 by Jiangxi Copper Co., Ltd. and a supervising manager in the office of the Chief Executive Officer. Mr. Wang received an MBA degree from the University of US Management and Technology and an EMBA degree from Zhongnan University of Economics and Law. Mr. Wang is also a Senior Economist certified by the Zhejiang provincial government.

Mr. Ying Xin, age 55, has served as a director and principal general of the Company since 2014. He has also served as a director and the general manager of Hailiang Consulting since 2011. Since 1999, he has been the vice principal, first as that of all Hailiang schools, and then as that of the Company. Prior to joining our group, Mr. Xin taught at and was the vice principal of the Technical Secondary School of Zhuji City from 1985 to 1999 and at Zhaolin Secondary School of Harbin city, Heilongjiang province, from 1983 to 1985. He was awarded the “Distinguished Teacher of Shaoxing city” in 1998 and the “Advanced Education Professional of Zhuji City” in 1999. He was also awarded the “Silkworm Award” by the Zhejiang Province MOE, in recognition of his dedicated service and contribution to the education over a period of decades. Mr. Xin studied at Heilongjiang Hulan Normal School (now Harbin Normal University Hulan Campus) in Heilongjiang province from 1980 to 1983 and at Zhejiang Education College in Zhejiang province from 1993 to 1995 and completed graduate courses in Education Management in Hangzhou University in 1998. In 2015, Mr. Xin completed an EMBA degree at Nanyang Technological University.

Mr. Ken He, age 36, has served as the Company’s independent director since June 2015. Mr. He is currently serving as the vice president of Racing Capital Management (HK) Limited, an asset management company, where he oversees its asset management and financial activities. From August 2011 to September 2015, Mr. He served as the chief financial officer of China Shengda Packaging Group Inc., or China Shengda, where he oversees China Shengda’s financing and investment activities, accounting practices and investor relations. Before joining China Shengda, Mr. He served as an investment director of Wealthcharm Investments Limited, a private investment company, from September 2009. Prior to that, Mr. He spent five years at PricewaterhouseCoopers Australia and China. Having several years of experience in the financial and accounting field, Mr. He is experienced and familiar with Chinese accounting standards, Hong Kong accounting standards, Australian accounting standards, international accounting standards and U.S. GAAP, as well as the differences among them. Mr. He holds a master’s degree in applied finance from Macquarie University, Australia. Mr. He is a U.S. Certified Public Accountant, and he also holds a Certified Public Accountant designation from the Chinese Institute of CPA, a Certified Public Accountant designation from the Hong Kong Institute of CPA, a Certified Practicing Accountant designation from the CPA Australia and a Chartered Financial Analyst designation from the CFA Institute.

4

Mr. Xiaohua Gu, age 44, has served as our independent director since June 2015. Since March 2012, Mr. Gu has been the vice president of Zhongxingcai Guanghua Certified Public Accountants LLP, Shanghai Office, where he is responsible for the audit, tax compliance and book-keeping services of the firm. Since 2011, Mr. Gu has been an independent director of China Education Alliance, Inc., a reporting company with common stock traded on the OCTQX marketplace. From March 2010 to February 2012, Mr. Gu has been a partner at Beijing Jiafucheng International Investment Corporation, which is a financial service institution providing investment banking services and managing private equity investments. Starting from 2014, Mr. Gu has also been lecturing and organizing case studies in finance and auditing at Fudan University. From 2006 to 2010, Mr. Gu worked in KPMG as an associate, providing tax planning services. Mr. Gu obtained his master’s degree in accounting from Leeds Metropolitan University, the United Kingdom, in 2004, and he also received a master’s degree in business administration from Newcastle University, the United Kingdom, in 2001.

Mr. Xiaofeng Cheng, age 41, has served as our independent director since October 2016. Since July 2012, Mr. Cheng has served as a partner at Jingtian & Gongcheng law firm in Beijing. Previously, Mr. Cheng served in various positions at several international law firms including, King & Wood Mallesons LLP from May 2010 to June 2012, Allen & Overy LLP from September 2008 to May 2010, Cadwalader, Wickersham & Taft LLP from November 2007 to September 2008, and Hunton & Williams LLP from July 2005 to October 2007. In addition, Mr. Cheng has served as adjunct professor at Peking University Law School since September 2011. Mr. Cheng received his master’s degree in Law from Columbia University in 2003, master’s degree in Criminology from University of South Florida in 2002 and bachelor degrees in both Law and Economics from Peking University in 1999.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RE-ELECTION OF EACH OF THE DIRECTORS NAMED ABOVE

AND

AUTHORIZATION OF THE BOARD TO FIX THE RENUMERATION OF THE DIRECTOS.

5

PROPOSAL NO. 7

APPROVAL, RATIFICATION AND CONFIRMATION OF

APPOINTMENT OF INDEPENDENT AUDITORS

And

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION

The Company’s audit committee recommends, and the Board of Directors concurs, that Marcum Bernstein & Pinchuk LLP be appointed as the Company’s independent auditors for the fiscal year ending June 30, 2017, and that the Board of Directors be authorized to fix their remuneration.

In the event that our shareholders fail to approve, ratify and confirm the appointment and the authorization, our audit committee will reconsider its selection. Even if the appointment is approved, ratified and confirmed, our audit committee in its discretion may recommend the appointment of a different independent auditing firm at any time during the year if the audit committee believes that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND

A VOTE FOR APPROVAL, RATIFICATION AND CONFIRMATION OF THE APPOINTMENT

OF

MARCUM BERSTEIN & PINCHUK LLP

AS THE COMPANY’S INDEPENDENT AUDITORS

FOR THE FISCAL YEAR ENDING JUNE 30, 2017

AND

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION.

PROPOSAL NO. 8

TO APPROVE WAIVER OF AN ANNUAL GENERAL MEETING FOR THE FISCAL YEAR

ENDED JUNE 30, 2016

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF

OF

WAIVER OF AN ANNUAL GENERAL MEETING FOR THE FISCAL YEAR ENDED JUNE 30, 2016

OTHER MATTERS

The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

By order of the Board of Directors

/s/ Ming Wang

Ming Wang

Chairman of the Board of Directors

April 28, 2017

6

EX-99.2

Exhibit 99.2

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF

HAILIANG EDUCATION GROUP INC.

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 25^TH, 2017

The undersigned shareholder of Hailiang Education Group Inc., a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of shareholders (the “Meeting”) and the Proxy Statement, each dated April 28, 2017, and hereby appoints and, if no person is specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting of the Company to be held on May 25^th, 2017, at 10:00 a.m.,local time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China, or at any adjournment or postponement thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith.

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the following proposals:

1. To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;

2. To re-elect Mr. Ying Xin as a director of the Company to hold office until the next annual general meeting;

3. To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;

4. To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;

5. To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;

6. To authorize the Board of Directors to fix the remuneration of the directors;

7. To approve, ratify and confirm the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the fiscal year ending June 30, 2017, and to authorize the Board of Directors to fix their remuneration; and

8. To approve waiver of an annual general meeting for the fiscal year ended June 30, 2016.

This proxy should be marked, dated and signed by the shareholder exactly as his or her name appears on the share certificate and be returned promptly in the enclosed envelope. Any person signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.

Please date, sign and mail this

proxy card back as soon as possible.

☐ i DETACH PROXY CARD HERE i
Mark, sign, date and return this Proxy Card promptly using the enclosed envelope.
This Proxy Card must be received prior to 10:00 a.m., local time, on May 22nd, 2017		Votes must be indicated (x) in Black or Blue ink.
		FOR	AGAINST	ABSTAIN
PROPOSAL NO. 1:	To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;	☐	☐	☐
PROPOSAL NO. 2:	To re-elect Mr. Ying Xin as a director of the Company to hold office until the next annual general meeting;	☐	☐	☐
PROPOSAL NO. 3:	To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting	☐	☐	☐
PROPOSAL NO. 4:	To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting	☐	☐	☐
PROPOSAL NO. 5:	To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting	☐	☐	☐
PROPOSAL NO. 6:	To authorize the Board of Directors to fix the remuneration of the directors	☐	☐	☐
PROPOSAL NO. 7:	To approve, ratify and confirm the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the year ending June 30, 2017, and to authorize the Board of Directors to fix their remuneration	☐	☐	☐
PROPOSAL NO. 8:	To approve waiver of an annual general meeting for the fiscal year ended June 30, 2016.	☐	☐	☐
This Proxy Card must be signed by the person registered in the register of members at the close of business on April 18, 2017. In the case of a corporation, this Proxy Card must be executed by a duly authorized officer or attorney of such corporation. Completed and duly executed Proxy Card shall be mailed to the Company at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China, prior to the close of business on May 22nd, 2017 China Time.

Share Owner signs here Co-Owner signs here

Date:

EX-99.3

Exhibit 99.3

Deutsche Bank Global Transaction Banking

DEPOSITARY RECEIPTS April 26, 2017

Depositary’s Notice of Annual General Meeting of Hailiang Education Group Inc.:

Issuer:	Hailiang Education Group Inc. / CUSIP: 40522L108
Country:	Cayman Islands
Meeting Details:	Annual General Meeting to be held on May 25, 2017 at 10:00 am local time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China.
Voting Deadline:	On or before May 22, 2017 at 10:00 AM (New York City time)
ADS Record Date:	April 18, 2017
ADS : ORD ratio	Each ADS represents 16 ordinary shares (“Shares”)

Deutsche Bank Trust Company Americas, as depositary (the “Depositary”) for the American Depositary Share (“ADS”) program of Hailiang Education Group Inc. (the “Company”) has received notice from the Company of Annual General Meeting of Shareholders (the “Meeting”) currently scheduled on the date set forth above. Shareholders may obtain a copy of the proxy materials, including the Company’s 2016 annual report, from the Company’s website at www.hailiangschool.com or by submitting a request to ir@hailiangeducation.com.

In accordance with the provisions of the Deposit Agreement among the Company, the Depositary, and all registered holders (“Holders”) and beneficial owners (“Beneficial Owners”) from time to time of ADSs issued thereunder (the “Deposit Agreement”), Holders of ADSs at the close of business (NY time) on the ADS Record Date set forth above, will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Shares, to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares represented by such Holder’s ADSs. A voting instruction form is enclosed for that purpose.

With respect to any properly completed voting instructions received by the Depositary on or prior to the Voting Deadline set forth above, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Shares, to vote or cause the Custodian to vote the Shares (in person or by proxy) represented by ADSs in accordance with such voting instructions.

Holders are advised that in the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Shares represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the Shares represented by the ADSs held by such Holder on the ADS Record Date set forth above, pursuant to the terms of the Deposit Agreement, Holders will be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Shares, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. The Depositary shall have no obligation to notify Holders if it should receive any such notification from the Company.

Beneficial Owners of ADSs held through a bank, broker or other nominee must follow voting instructions given by their broker or custodian bank, which may provide for earlier deadlines for submitting voting instructions than the Voting Deadline indicated above.

Holders and Beneficial Owners of ADSs are advised that (a) the Depositary has not reviewed the Company’s website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained in any document prepared by the Company or on the Company’s website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) in the event that voting on any resolution or matter is conducted on a show of hands basis, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions described above) received by the Depositary from Holders shall lapse , (d) the Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis, (e) there can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (f), save for applicable provisions of the law of the Cayman Islands, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Shares or the manner in which such vote is cast or the effect of such vote.

For more information, contact: Deutsche Bank Trust Company Americas

Depositary Receipts

Tel 212-250-9100

EX-99.4

Exhibit 99.4

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
HAILIANG EDUCATION GROUP INC.
May 25, 2017
GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. today via www. astfinancial.com to enjoy online access.
Please sign, date and mail
your proxy card in the
envelope provided so that
your vote is received on or
before 10:00 AM on May 22, 2017.
Please detach along perforated line and mail in the envelope provided.
00033333330300000000 1 052517
RESOLUTIONS PRESENTED FOR CONSIDERATION BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON MAY 25, 2017
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
1. To re-elect Mr. Ming Wang as a director of the Company to hold office until the
next annual general meeting.
2. To re-elect Mr. Ying Xin as a director of the Company to hold office until the next
annual general meeting.
3. To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until
the next annual general meeting.
4. To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the
next annual general meeting.
5. To re-elect Mr. Ken He as a director of the Company to hold office until the next
annual general meeting.
6. To authorize the Board of Directors to fix the remuneration of the directors.
7. To approve, ratify and confirm the appointment of Marcum Bernstein & Pinchuk
LLP as the Company’s independent auditors for the year ending June 30, 2017,
and to authorize the Board of Directors to fix their remuneration.
8. To approve waiver of an annual general meeting for the fiscal year ended June 30, 2016.
FOR AGAINST ABSTAIN
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method.
Signature of Shareholder Date:
Signature of Shareholder
Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
HAILIANG EDUCATION GROUP INC.
May 25, 2017
PROXY VOTING INSTRUCTIONS
INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST on May 21, 2017.
MAIL - Sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 10 AM on May 22, 2017.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
COMPANY NUMBER ACCOUNT NUMBER
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
000333333303000000001052517
RESOLUTIONS PRESENTED FOR CONSIDERATION BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON MAY 25, 2017
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
1. To re-elect Mr. Ming Wang as a director of the Company to hold office until the
next annual general meeting.
2. To re-elect Mr. Ying Xin as a director of the Company to hold office until the next
annual general meeting.
3. To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until
the next annual general meeting.
4. To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the
next annual general meeting.
5. To re-elect Mr. Ken He as a director of the Company to hold office until the next
annual general meeting.
6. To authorize the Board of Directors to fix the remuneration of the directors.
7. To approve, ratify and confirm the appointment of Marcum Bernstein & Pinchuk
LLP as the Company’s independent auditors for the year ending June 30, 2017,
and to authorize the Board of Directors to fix their remuneration.
8. To approve waiver of an annual general meeting for the fiscal year ended June
30, 2016.
FOR AGAINST ABSTAIN
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Signature of Shareholder
Date:
Signature of Shareholder
Date:
Note:
Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustees or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.