LEADER EDU sells Tianjin Quanren for RMB 8.00 million; admits listing-rules breach and outlines remedial steps

Bulletin Express
04/28

LEADER EDU announced that wholly owned subsidiary Harbin Xiangge Enterprise Management Ltd. disposed of its entire 100 % equity stake in Tianjin Quanren Education Technology Co., Ltd. to Heilongjiang Hui Zhi Jin He Software Engineering Co., Ltd. on 19 January 2026 after trading hours. The cash consideration of RMB 8.00 million—already fully settled—was negotiated with reference to Tianjin Quanren’s paid-up capital of RMB 8.00 million, its loss-making performance for FY2025 and an independent valuation of RMB 3.72 million dated 31 December 2025.

Following completion, Tianjin Quanren and its wholly owned Tianjin Quanren School have ceased to be consolidated into LEADER EDU’s financial statements. The group expects a pre-tax gain of approximately RMB 8.00 million from the transaction, with proceeds earmarked for general working capital and liquidity enhancement.

Tianjin Quanren generated revenue of RMB 5.63 million and a net loss of RMB 21.69 million for the year ended 31 August 2025; total assets stood at RMB 382.58 million as at the same date.

The purchaser is deemed a connected person because it is 96.82 % owned by Mr. Li Xuejun, the spouse of Ms. Liu Meihong, who is the sister of LEADER EDU’s executive director Mr. Liu Laixiang. As the highest applicable percentage ratio is above 5 % but below 25 %, the deal is classified as both a discloseable and connected transaction, requiring announcement but exempt from shareholder approval under Listing Rule 14A.76(2)(b).

LEADER EDU acknowledged that the required announcement was not made at the time of signing, constituting non-compliance with Chapters 14 and 14A of the Listing Rules. To prevent recurrence, the board will: 1) provide enhanced Listing Rules training to directors and senior management; 2) require written clearance from the legal and compliance department before entering into potential notifiable or connected transactions; 3) maintain updated lists of connected persons and monitor monthly dealings; 4) review and strengthen internal control procedures; and 5) consult the Stock Exchange or legal advisers when in doubt.

Executive directors Mr. Liu Laixiang and Ms. Dong Ling, who are connected to the purchaser, abstained from the board vote approving the disposal. All independent non-executive directors concurred that the transaction terms are fair and reasonable and in the interests of shareholders as a whole.

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