History, Reorganisation and Corporate Structure

HISTORY, REORGANISATION AND CORPORATE STRUCTURE

OVERVIEW We established our first school, Zhengzhou YuHua Elite School, in 2001 under the name “the Affiliated High School of Peking University, Henan Branch” pursuant to the PKU Cooperation Agreement. Our Founder, Mr. Li, funded our first school with his own financial resources accumulated from operating a trading business. In 2005, we expanded to offer primary and kindergarten education through the establishment of Zhengzhou YuHua Elite Primary School and Zhengzhou YuHua Elite Bilingual Kindergarten. In 2009, we began offering higher education through Wanfang College in cooperation with Henan Polytechnic University ( ), which we subsequently converted to Zhengzhou Technology and Business University in 2016. In 2014, we entered into the PKU Termination Agreement to terminate the use of “the Affiliated High School of Peking University” brand name in connection with the rebranding of our schools as “YuHua”. We operated one university and 24 private schools for grades K-12 in 16 campuses as of the Latest Practicable Date. Approximately 48,220 students were enrolled in our schools in the 2015/2016 school year.

KEY MILESTONES

Year Event 2001 Our first school, Zhengzhou YuHua Elite School, began operation under the name “the Affiliated High School of Peking University, Henan Branch” 2005 Our first primary school and kindergarten, Zhengzhou YuHua Elite Primary School and Zhengzhou YuHua Elite Bilingual Kindergarten, began operation 2009 We began offering higher education services as our university, Wanfang College, commenced operations under our Group 2011 We expanded our operation outside Zhengzhou 2012 We began our centralised management of our “YuHua” brand name 2014 We entered into the PKU Termination Agreement to terminate the use of “the Affiliated High School of Peking University” brand name(1) 2016 The MOE released approval for the conversion of the Zhengzhou Technology and Business University from Wanfang College(2) Notes: (1) See the section headed “Business — Overview of our Schools — Prior Cooperation with the Affiliated High School of Peking University” in this prospectus and the paragraph headed “— Prior Cooperation with the Affiliated High School of Peking University” in this section for further details. (2) See the section headed “Business — Overview of our Schools — Prior Cooperation with Henan Polytechnic University” in this prospectus and the paragraph headed “— Prior Cooperation with Henan Polytechnic University” in this section for further details.

OUR CONSOLIDATED AFFILIATED ENTITIES Our PRC Holdcos The following table sets out the details of our PRC Holdcos as of the Latest Practicable Date:

Company Establishment date Registered capital Principal business activities YuHua Investment Management 23 November 1993 RMB50,000,000 Education investment (universities) Zhengzhou YuHua Education 9 April 2004 RMB50,000,000 Education investment (primary, Investments middle and high schools) Zhengzhou Zhongmei Education 21 July 2011 RMB50,000,000 Education investment Investments (kindergartens)

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YuHua Investment Management YuHua Investment Management was established as a limited liability company under the laws of the PRC under the name “Hainan Yangpu Shuangxing International Trading Company Limited” ( ) and with an initial registered share capital of RMB5,000,000. YuHua Investment Management changed its name to its current name on 19 February 2000, and was held as to 80% by Mr. Li and as to 20% by Ms. Liu Chunhua ( ) (the spouse of Mr. Li) from 16 February 2000 to 12 June 2016. Ms. Liu Chunhua transferred all her equity interests in YuHua Investment Management to Ms. Li for nil consideration on 12 June 2016. As of the Latest Practicable Date, YuHua Investment Management held, and was the sponsor of, Zhengzhou Technology and Business University.

Zhengzhou YuHua Education Investments Zhengzhou YuHua Education Investments was established as a limited liability company under the laws of the PRC by Mr. Li and Ms. Liu Chunhua with an initial registered share capital of RMB20,000,000. Ms. Liu Chunhua transferred all her equity interests in Zhengzhou YuHua Education Investments for nil consideration on 19 April 2016. As of the Latest Practicable Date, Zhengzhou YuHua Education Investments held, and was the sponsor of, 16 schools.

Zhengzhou Zhongmei Education Investments Zhengzhou Zhongmei Education Investments was established as a limited liability company under the laws of the PRC by Mr. Li, Ms. Li and Ms. Liu Chunhua with an initial registered share capital of RMB50,000,000. Ms. Liu Chunhua transferred all her equity interests in Zhengzhou Zhongmei Education Investments for nil consideration on 31 March 2016. As of the Latest Practicable Date, Zhengzhou Zhongmei Education Investments held, and was the sponsor of, eight kindergartens.

Mr. Li, Ms. Li and Ms. Liu Chunhua have been acting in concert under the instruction of Mr. Li since the establishment of the Group so that the PRC Holdcos have been throughout the Track Record Period and continue to be under the ultimate control of Mr. Li. Since the incorporation of the PRC Holdcos, all shareholders’ resolutions of the PRC Holdcos have been passed unanimously. Such concert party arrangement was confirmed by Mr. Li, Ms. Li and Ms. Liu Chunhua in writing on 18 August 2016.

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Our Schools The date of commencement of operation and registered capital as of the Latest Practicable Date of each of our 25 schools are shown below:

Commencement date of Registered capital as of the Latest Campus operation(1) Practicable Date University Zhengzhou Technology and Business University(2) ...... September 2009 RMB100,000,000 High School Zhengzhou YuHua Elite School ...... September 2001 RMB20,000,000 Jiaozuo YuHua Elite School ...... September 2011 RMB10,000,000 Luohe YuHua Elite School ...... September 2016(3) RMB10,000,000 Middle School Zhengzhou YuHua Elite School ...... September 2001 RMB20,000,000 XingyangYuHua Shengshi Elite School ...... September 2011 RMB1,000,000 Jiaozuo YuHua Elite School ...... September 2011 RMB10,000,000 Kaifeng YuHua Elite School ...... September 2012 RMB3,000,000 Luohe YuHua Elite School ...... September 2013 RMB10,000,000 Xuchang YuHua Elite School ...... September 2014 RMB3,000,000 Jiyuan YuHua Elite School ...... September 2014 RMB1,000,000 Primary School Zhengzhou YuHua Elite Primary School ...... September 2005 RMB10,000,000 Jiaozuo YuHua Elite School ...... September 2011 RMB10,000,000 Kaifeng YuHua Elite School ...... September 2012 RMB3,000,000 Luohe YuHua Elite School ...... September 2013 RMB10,000,000 Xuchang YuHua Elite School ...... September 2014 RMB3,000,000 Jiyuan YuHua Elite School ...... September 2014 RMB1,000,000 Kindergarten Zhengzhou YuHua Elite Bilingual Kindergarten ...... September 2005 RMB5,000,000 Xingyang YuHua Elite Kindergarten ...... September 2011 RMB1,000,000 Xinxiang Weibin District YuHua Elite Kindergarten ...... September 2011 RMB1,000,000 Hebi Qibin District YuHua Elite Bilingual Kindergarten . . . September 2011 RMB1,000,000 Jiaozuo Urbanisation Pilot Zone YuHua Elite Kindergarten ...... September 2011 RMB1,000,000 Luohe YuHua Elite Bilingual Kindergarten ...... September 2013 RMB1,000,000 Xuchang Weidu District YuHua Elite Bilingual Kindergarten ...... September 2014 RMB1,000,000 Jiyuan YuHua Elite Bilingual Kindergarten ...... September 2014 RMB1,000,000 Notes: (1) The date of commencement of operation refers to the date on which the university or school began classes. (2) Zhengzhou Technology and Business University was formerly known as Wanfang College. The date of commencement of operation of Zhengzhou Technology and Business University refers to the date of commencement of operation of Wanfang College. (3) As of 31 August 2016, the high school of Luohe YuHua Elite School had not commenced its operation. Its operation commenced in September 2016.

PRIOR COOPERATION WITH THE AFFILIATED HIGH SCHOOL OF PEKING UNIVERSITY

Before completion of the unification of the branding of our schools under “YuHua” in the second quarter of 2016, we marketed and operated certain schools of ours under the brand name “the Affiliated High School of Peking University” pursuant to the PKU Cooperation Agreement which was entered into in 2001. As a step to rebrand these schools as “YuHua” which is our own brand name that has been put into use since September

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2015, we entered into the PKU Termination Agreement to terminate the use of “the Affiliated High School of Peking University” brand name. We have obtained the relevant approvals from the local education authorities for the change of names of the relevant schools and are in the process of obtaining the requisite updated certificates and permits with the new names. Our PRC Legal Adviser has advised that there is no legal impediment for us to obtaining these certificates and permits. See the section headed “Business — Overview of our Schools — Prior Cooperation with the Affiliated High School of Peking University” in this prospectus for further details of our prior cooperation with the Affiliated High School of Peking University.

PRIOR COOPERATION WITH HENAN POLYTECHNIC UNIVERSITY On 22 April 2008, YuHua Investment Management entered into the HPU Cooperation Agreement with Henan Polytechnic University, an Independent Third Party. Pursuant to the HPU Cooperation Agreement, YuHua Investment Management established Wanfang College (since renamed Zhengzhou Technology and Business University) on its new, stand alone campus in Zhengzhou, Henan province in 2009.

Since its inception, Zhengzhou Technology and Business University has operated on a stand-alone basis on its own distinct campus, and has been accounted for as a separate business entity to Henan Polytechnic University. On 18 July 2015, YuHua Investment Management entered into the HPU Termination Agreement with Henan Polytechnic University to terminate the HPU Cooperation Agreement and its cooperation with Henan Polytechnic University, following which Zhengzhou Technology and Business University ceased to have any affiliation with Henan Polytechnic University whatsoever.

According to the Opinions of Ministry of Education to Establishment of Ordinary Tertiary Schools of Eleventh Five-year ( ) , the conversion of an independent college into a private higher education institution shall conform with the procedure for establishing a higher education institution. The Higher Education Law of the PRC and Interim Provisions on Establishment of Ordinary Undergraduate Schools ( ) sets out the procedure for the establishment of an ordinary undergraduate school, which Zhengzhou Technology and Business University has followed in its conversion process. As required by the procedure, the board of directors of Wanfang College filed an application for conversion into a private higher education institution (i.e. Zhengzhou Technology and Business University) with the Henan Provincial Government and the MOE, and the MOE has released such approval to the Henan Provincial Government. Zhengzhou Technology and Business University is in the process of obtaining the new Permit for Operating a Private School ( ) and Registration Certificate of a Privately Run Non- Enterprise Institution ( ). As advised by our PRC Legal Adviser, there is currently no legal impediment for Zhengzhou Technology and Business University to obtaining these permits, and, in the meantime, we remain permitted to operate Zhengzhou Technology and Business University in all respects.

CORPORATE REORGANISATION In preparation for the Global Offering and in order to streamline our corporate structure, we undertook the following reorganisation (the “Reorganisation”):

1. Incorporation of Offshore Group Companies Our Company Our Company was incorporated as an exempted company with limited liability in the Cayman Islands on 25 April 2016 with an authorised share capital of US$50,000 divided into 50,000 shares with par value of US$1.00 each.

On the same day, GuangYu Investment acquired one share from the incorporator at par value. Our Company then issued and allotted an additional 7,999 shares at par value to GuangYu Investment and an aggregate of

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2,000 shares at par value to five companies which held the shares for GuangYu Investment as nominees. On 7 July 2016, to terminate the nominee arrangement, the five companies transferred their respective interests in the issued share capital of the Company to GuangYu Investment at par value. Upon completion of these transfers, GuangYu Investment owned all of the issued share capital of our Company.

On 7 September 2016, the authorised share capital of our Company was increased by HK$500,000 divided into 50,000,000,000 Shares. On the same day, our Company allotted and issued 2,250,000,000 Shares to GuangYu Investment for a subscription price of HK$22,500. Immediately following the allotment and issue of the 2,250,000,000 Shares, our Company repurchased 10,000 shares of par value US$1.00 each from GuangYu Investment at an aggregate consideration of HK$22,500 which was paid out of the proceeds of the aforesaid subscription. Immediately following the repurchase, the authorised share capital of our Company was reduced by the cancellation of 50,000 shares of par value of US$1.00 each and became HK$500,000 divided into 50,000,000,000 Shares.

BVI YuHua BVI YuHua was incorporated as a limited liability company under the laws of the BVI on 28 April 2016 with an authorised share capital of US$50,000 divided into 50,000 shares with par value of US$1.00 each. On the same day, one share of BVI YuHua was issued and allotted to our Company at par value.

HongKong Yuhua HongKong Yuhua was incorporated as a limited liability company under the laws of Hong Kong on 12 May 2016 with a share capital of HK$1,000 divided into 1,000 shares of HK$1.00 each. BVI YuHua was the sole founding member and the holder of 1,000 shares.

2. Reorganisation within our Consolidated Affiliated Entities Between March 2016 to June 2016, we undertook the following reorganisation within our consolidated affiliated entities so as to streamline our corporate structure.

The following chart shows the Group structure immediately before the reorganisation within our consolidated affiliated entities:

Mr. Li Ms. Li Ms. Liu Chunhua (Note 1) (Note 1) (Note 1)

Zhengzhou Zhongmei Education YuHua Investment Management Zhengzhou YuHua Education Investments Investments (PRC) (PRC) (PRC) 100% 100%

Jiaozuo Urbanisation Pilot Zone YuHua 100% 100% Zhengzhou YuHua Elite Primary School Elite Kindergarten Zhengzhou Zhengzhou Xuchang Weidu District YuHua Elite Technology and Jiaozuo YuHua Elite School YuHua Elite Bilingual Kindergarten Business School University Luohe YuHua Elite School Xingyang YuHua Elite Kindergarten

Xinxiang Weibin District YuHua Elite Kaifeng YuHua Elite School Kindergarten 100% 100% Hebi Qibin District YuHua Elite Bilingual Xingyang YuHua Shengshi Elite School Xuchang Jiyuan Kindergarten YuHua YuHua Zhengzhou YuHua Elite Bilingual Luohe YuHua Elite Bilingual Elite Elite Kindergarten Kindergarten School School Jiyuan YuHua Elite Bilingual Kindergarten

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Note: (1) Immediately prior to the Reorganisation, YuHua Investment Management was owned by Mr. Li as to 80% and Ms. Liu Chunhua as to 20%, Zhengzhou YuHua Education Investments was owned by Mr. Li as to 36%, Ms. Li as to 60% and Ms. Liu Chunhua as to 4%, and Zhengzhou Zhongmei Education Investments was owned by Mr. Li as to 60%, Ms. Li as to 20% and Ms. Liu Chunhua as to 20%.

Transfers of equity interests in our PRC Holdcos Since the establishment of our first school, all three PRC Holdcos have been under the control of Mr. Li, Ms. Li (the daughter of Mr. Li) and Ms. Liu Chunhua (the spouse of Mr. Li). In preparation for the Global Offering, Ms. Liu Chunhua transferred all her equity interests in our PRC Holdcos to Ms. Li for nil consideration. The following table sets out the shareholding structure of all three PRC Holdcos before and after the equity transfers:

Equity interests before Equity interests after Completion date of Company transfer transfer transfer YuHua Investment Mr. Li 80% Mr. Li 80% 12 June 2016 Management Ms. Liu Chunhua 20% Ms. Li 20% Zhengzhou YuHua Mr. Li 36% Mr. Li 36% 19 April 2016 Education Investments Ms. Li 60% Ms. Li 64% Ms. Liu Chunhua 4% Zhengzhou Zhongmei Mr. Li 60% Mr. Li 60% 31 March 2016 Education Investments Ms. Li 20% Ms. Li 40% Ms. Liu Chunhua 20%

Transfers of schools between our PRC Holdcos The following were key steps of the transfers of our schools: (i) The transfer of Xuchang YuHua Elite School from Zhengzhou YuHua Elite School to Zhengzhou YuHua Education Investments was completed on 10 March 2016 for nil consideration. (ii) The transfer of Jiyuan YuHua Elite School from Zhengzhou YuHua Elite School to Zhengzhou YuHua Education Investments was completed on 10 March 2016 for nil consideration. (iii) The transfer of Zhengzhou YuHua Elite School from YuHua Investment Management to Zhengzhou YuHua Education Investments was completed on 4 May 2016 for nil consideration. (iv) The transfer of Zhengzhou YuHua Elite Bilingual Kindergarten from Zhengzhou YuHua Education Investments to Zhengzhou Zhongmei Education Investments was completed on 7 June 2016 for nil consideration.

According to the Law for Promoting Private Education of the PRC (Amended in 2013) ( (2013 )), the sponsor of a private school shall initiate the change of sponsor of a private school and obtain approval from the relevant competent education authority. Following the examination and approval by the competent education authority, the private school shall file and register the change of the sponsor with the Ministry of Civil Affairs of the PRC (the “MCA”) or its local counterparts where the private school is registered as a privately run non-enterprise institution ( ). As advised by our PRC Legal Adviser, the transfers of equity interests in our PRC Holdcos, transfers of schools and change of sponsors of the schools transferred as set out above have been duly effected in accordance with all applicable laws and regulations in the PRC.

94 HISTORY, REORGANISATION AND CORPORATE STRUCTURE

The following chart shows the structure of our consolidated affiliated entities immediately after the transfers set out above:

Mr. Li Ms. Li (Note 1) (Note 1)

Zhengzhou Zhongmei Education YuHua Investment Management Zhengzhou YuHua Education Investments Investments (PRC) (PRC) (PRC) 100% 100% 100% Zhengzhou Technology and Business Zhengzhou YuHua Elite School Zhengzhou YuHua Elite Bilingual University Kindergarten Xuchang YuHua Elite School Jiaozuo Urbanisation Pilot Zone YuHua Elite Kindergarten Xuchang Weidu District YuHua Elite Jiyuan YuHua Elite School Bilingual Kindergarten

Zhengzhou YuHua Elite Primary School Xingyang YuHua Elite Kindergarten

Xinxiang Weibin District YuHua Elite Jiaozuo YuHua Elite School Kindergarten Luohe YuHua Elite School Hebi Qibin District YuHua Elite Bilingual Kindergarten Luohe YuHua Elite Bilingual Kaifeng YuHua Elite School Kindergarten Jiyuan YuHua Elite Bilingual Xingyang YuHua Shengshi Elite School Kindergarten

Note: (1) YuHua Investment Management is owned by Mr. Li as to 80% and Ms. Li as to 20%. Zhengzhou YuHua Education Investments is owned by Mr. Li as to 36% and Ms. Li as to 64%. Zhengzhou Zhongmei Education Investments is owned by Mr. Li as to 60% and Ms. Li as to 40%.

3. Establishment of WFOE On 22 July 2016, WFOE was established in the PRC as a wholly-foreign owned enterprise with a registered capital of US$500,000, which was wholly-owned by HongKong Yuhua.

4. Entry into of the Contractual Arrangements On 7 September 2016, WFOE and other parties entered into various agreements which constitute the Contractual Arrangements with our PRC Holdcos, under which all economic benefits arising from the business of our consolidated affiliated entities are transferred to WFOE to the extent permitted under the PRC laws and regulations by means of services fees payable by our PRC Holdcos to WFOE. See the section headed “Contractual Arrangements” in this prospectus for further details of the Contractual Arrangements.

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CORPORATE STRUCTURE Corporate structure after the Reorganisation and before the Global Offering The following chart depicts the shareholding and beneficial ownership structure of our Group immediately following the Reorganisation and prior to the completion of the Global Offering:

Mr. Li (Note 1) 100% GuangYu Investment (BVI) 100% Company (Cayman) 100% BVI YuHua (BVI) 100% HongKong Yuhua (HK) 100% 100% Offshore Onshore WFOE Henan Hantang (PRC) (PRC) (Note 3)

(Note 2) (Note 2) (Note 2)

Zhengzhou Zhongmei Education YuHua Investment Management Zhengzhou YuHua Education Investments Investments (PRC) (PRC) (PRC) 100% 100% 100% Zhengzhou Technology and Business Zhengzhou YuHua Elite Bilingual Zhengzhou YuHua Elite School University Kindergarten Jiaozuo Urbanisation Pilot Zone YuHua Xuchang YuHua Elite School Elite Kindergarten Xuchang Weidu District YuHua Elite Jiyuan YuHua Elite School Bilingual Kindergarten

Zhengzhou YuHua Elite Primary School Xingyang YuHua Elite Kindergarten

Xinxiang Weibin District YuHua Elite Jiaozuo YuHua Elite School Kindergarten Direct ownership Hebi Qibin District YuHua Elite Bilingual Luohe YuHua Elite School Contractual Arrangements. Kindergarten See the section headed Luohe YuHua Elite Bilingual Kaifeng YuHua Elite School "Contractual Arrangements" Kindergarten in this prospectus for Jiyuan YuHua Elite Bilingual Xingyang YuHua Shengshi Elite School further details. Kindergarten

Notes: (1) Mr. Li, as settlor, controls GuangYu Investment through a trust established for the benefit of, among others, Mr. Li, Ms. Li and other beneficiaries as nominated by Mr. Li from time to time. (2) YuHua Investment Management is owned by Mr. Li as to 80% and Ms. Li as to 20%. Zhengzhou YuHua Education Investments is owned by Mr. Li as to 36% and Ms. Li as to 64%. Zhengzhou Zhongmei Education Investments is owned by Mr. Li as to 60% and Ms. Li as to 40%. To consolidate our control of our consolidated affiliated entities, we entered into the Contractual Arrangements with Mr. Li, Ms. Li and our PRC Holdcos. See the section headed “Contractual Arrangements” in this prospectus for further details. (3) Henan Hantang was established on 8 August 2016.

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Corporate structure immediately following the Global Offering The following chart depicts the shareholding and beneficial ownership structure of our Group immediately following the completion of the Global Offering, assuming that the Over-allotment Option and the options granted under the Pre-IPO Share Option Scheme are not exercised and no Shares are awarded under the Share Award Scheme:

Mr. Li (Note 1) 100%

GuangYu Investment (BVI) Public Shareholders

75% 25%

Company (Cayman) 100% BVI YuHua (BVI)

100% HongKong Yuhua (HK) 100% 100% Offshore Onshore WFOE Henan Hantang (PRC) (PRC) (Note 3)

(Note 2) (Note 2) (Note 2)

Zhengzhou Zhongmei Education YuHua Investment Management Zhengzhou YuHua Education Investments Investments (PRC) (PRC) (PRC) 100% 100% 100% Zhengzhou Technology and Business Zhengzhou YuHua Elite Bilingual Zhengzhou YuHua Elite School University Kindergarten Jiaozuo Urbanisation Pilot Zone YuHua Xuchang YuHua Elite School Elite Kindergarten Xuchang Weidu District YuHua Elite Jiyuan YuHua Elite School Bilingual Kindergarten

Zhengzhou YuHua Elite Primary School Xingyang YuHua Elite Kindergarten

Xinxiang Weibin District YuHua Elite Jiaozuo YuHua Elite School Kindergarten Direct ownership Hebi Qibin District YuHua Elite Bilingual Contractual Arrangements. Luohe YuHua Elite School Kindergarten See the section headed Luohe YuHua Elite Bilingual "Contractual Arrangements" Kaifeng YuHua Elite School Kindergarten in this prospectus for Jiyuan YuHua Elite Bilingual Xingyang YuHua Shengshi Elite School further details. Kindergarten

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SAFE REGISTRATION Pursuant to the Circular of the SAFE on Foreign Exchange Administration of Overseas Investment, Financing and Round-trip Investments Conducted by Domestic Residents through Special Purpose Vehicles ( ,“Circular 37”), promulgated by SAFE and which became effective on 4 July 2014, (a) a PRC resident must register with the local SAFE branch before he or she contributes assets or equity interests to an overseas special purpose vehicle (the “Overseas SPV”) that is directly established or indirectly controlled by the PRC resident for the purpose of conducting investment or financing, and (b) following the initial registration, the PRC resident is also required to register with the local SAFE branch for any major change, in respect of the Overseas SPV, including, among other things, a change of Overseas SPV’s PRC resident shareholder(s), the name of the Overseas SPV, terms of operation, or any increase or reduction of the Overseas SPV’s capital, share transfer or swap, and merger or division. Pursuant to Circular 37, failure to comply with these registration procedures may result in penalties.

Pursuant to the Circular of the SAFE on Further Simplification and Improvement in Foreign Exchange Administration on Direct Investment ( ,“Circular 13”), promulgated by SAFE and which became effective on 1 June 2015, the power to accept SAFE registration was delegated from local SAFE to local banks where the assets or interests in the domestic entity are located.

As advised by our PRC Legal Adviser, Mr. Li completed the registration under Circular 13 and Circular 37 on 24 June 2016.