China Chunlai Education Group Co., Ltd. announced a major transaction on 5 August 2026: the conditional acquisition of 100% equity in Accountancy & Business College (Ireland) Limited, which trades as Dublin Business School (DBS), from Kaplan International UK Holdings Limited for US$127.50 million (approximately HK$1.00 billion). The deal includes assignment of the “Dublin Business School” and “DBS” trademarks across Ireland, the United Kingdom and the European Union.

Upon completion, DBS will become a wholly owned subsidiary of China Chunlai and its financial results will be fully consolidated. The acquisition adopts a locked-box mechanism effective 30 April 2026; any non-permitted “leakage” between that date and completion will be deducted from the cash consideration. Funding will come from internal resources and external financing.

Target profile • DBS, founded in 1975, is one of Ireland’s largest independent third-level colleges, enrolling about 9,000 students annually across business, law, arts, psychology and IT programmes accredited by Quality and Qualifications Ireland (QQI). • The college operates multiple buildings in Dublin city centre and employs more than 400 staff. • Unaudited consolidated financials under IFRS: – 2024 revenue: EUR49.30 million; profit after tax: EUR7.80 million – 2025 revenue: EUR49.80 million; profit after tax: EUR6.90 million – Net assets at 30 April 2026: EUR16.60 million (HK$150.20 million).

Valuation and terms An independent valuer’s preliminary assessment indicates a market value of at least US$127.50 million as of the locked-box date, supporting the agreed price. The share purchase agreement restricts the seller from operating competing QQI-accredited in-person degree programmes in Ireland for up to 18 months post-completion. Transitional IT, finance, HR and other support services will be provided by Kaplan during a hand-over period.

Conditions precedent Key conditions include: 1. Written shareholder approval under Hong Kong Listing Rules—which will be provided by controlling shareholder Chunlai Investment Holdings Limited, owner of 75% of issued shares. 2. Required consents from QQI and TrustEd Ireland, including release of existing guarantees. 3. Release of Kaplan Inc.’s lease guarantees on a DBS-leased property.

Completion is targeted for the fifth business day after all conditions are met, with a long-stop time of 5:00 p.m. (Ireland) on 13 November 2026. Failure to satisfy conditions by then allows either party to terminate.

Regulatory and listing implications The transaction constitutes a “major transaction” under Chapter 14 of the Hong Kong Listing Rules (percentage ratios >25% but <100%) and therefore requires announcement, circular and shareholder approval. As 75% shareholder approval will be secured in writing, no general meeting is planned.

Strategic rationale Management cites the deal as a cornerstone of its overseas expansion strategy. Ireland, the only English-speaking EU member, attracts international students with globally recognised qualifications and favourable post-study work policies. The acquisition diversifies China Chunlai’s geographic revenue base and provides a platform to leverage its operational expertise in private higher education while investing in DBS’s programmes, student services and facilities.

Shareholders and potential investors are advised that the transaction remains subject to final conditions and may not proceed.