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History, Reorganisation and Corporate Structure

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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) 89 HISTORY, REORGANISATION AND CORPORATE STRUCTURE 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. 90 HISTORY, REORGANISATION AND CORPORATE STRUCTURE 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 91 HISTORY, REORGANISATION AND CORPORATE STRUCTURE 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
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