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History, Reorganisation and Corporate Structure

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History, Reorganisation and Corporate Structure HISTORY, REORGANISATION AND CORPORATE STRUCTURE OUR HISTORY Our history can be traced back to 2004, when the School Sponsor was established with the personal funding from Chairman Hou (the founder of our Group, father of Mr. Hou and spouse of Ms. Jiang). In 2004, the School Sponsor entered into a cooperation agreement with Henan Agricultural University (河南 農業大學) with a view to establishing the predecessor of Shangqiu University known as Huayu College of Henan Agricultural University (河南農業大學華豫學院). In 2008, the School Sponsor entered into a cooperation agreement with Anyang Normal University (安陽師範學院) with respect to the predecessor of Anyang University known as College of Humanities and Management of Anyang Normal University (安 陽師範學院人文管理學院). These predecessors were subsequently converted into independent private universities, namely Shangqiu University and Anyang University, respectively. Shangqiu University and Anyang University are our PRC Operating Schools that were primarily responsible for our track record performance. Since Mr. Hou joined our Group in August 2012, Mr. Hou has assumed the executive management functions of our PRC Operating Schools with Chairman Hou assuming a primarily strategic supervisory role. During the Track Record Period, Mr. Hou, supported by our senior management team, has been primarily responsible for the day-to-day operations and executive management of our PRC Operating Schools. In preparation for the Listing, and upon completion of the Reorganisation as described below, the PRC Holdco, the School Sponsor, Shangqiu University (including Shangqiu University Kaifeng Campus) and Anyang University became our consolidated affiliated entities through the Contractual Arrangements. See “Contractual Arrangements” for further details. OUR MILESTONES The following table sets forth the key milestones of our Group: Year Milestone 2004 The School Sponsor was established as a private non-enterprise entity (民辦非企業單位) in the PRC The School Sponsor entered into a cooperation agreement with Henan Agricultural University (河南農業大學) with a view to establishing the predecessor of Shangqiu University known as Huayu College of Henan Agricultural University (河南農業大學 華豫學院)(“Huayu College”) 2005 Huayu College obtained approval from the MOE for its establishment 2008 The School Sponsor entered into a cooperation agreement with Anyang Normal University (安陽師範學院) with respect to the predecessor of Anyang University known as College of Humanities and Management of Anyang Normal University (安陽師範學 院人文管理學院) (the “College of Humanities and Management”) 2011 Huayu College obtained approval from the MOE for conversion into Shangqiu University, an independent private university 2013 Shangqiu University Kaifeng Campus obtained approval from the Education Department of Henan Province (河南省教育廳) for its establishment 2014 The School Sponsor entered into a cooperation agreement with Yangtze University (長江 大學) with respect to Hubei College 2016 The College of Humanities and Management obtained approval from the MOE for conversion into Anyang University, an independent private university 2017 Our Company was incorporated with limited liability in the Cayman Islands for the purpose of the Listing 2018 We entered into the Contractual Arrangements for the purpose of the Reorganisation and acquired control of our PRC Operating Schools 82 HISTORY, REORGANISATION AND CORPORATE STRUCTURE OUR CONSOLIDATED AFFILIATED ENTITIES The following table sets forth information of our consolidated affiliated entities as of the Latest Practicable Date: Date of establishment/ government Consolidated approval for Registered affiliated entity Type of entity establishment capital Business activity PRC Holdco (namely, Limited liability 1 August 2017 RMB30,000,000 Assuming control of Henan Chunlai company (date of the sponsor interests Education Technology establishment) in the School Co., Ltd. Sponsor as part of (河南春來教育科技有 the Contractual 限公司)) Arrangements School Sponsor (namely, Private non-enterprise 18 October 2004 RMB113,740,000 Holding the sponsor Henan Shangqiu entity (民辦非企業 (date of interest in Anyang Chunlai Education 單位) establishment) University and Corporation (河南商丘 Shangqiu University 春來教育集團)) Anyang University Private HEI 25 April 2003 RMB80,000,000 Provision of higher (安陽學院) (date of education in the approval from PRC MOE) Shangqiu University Private HEI 14 July 2005 RMB80,320,000 Provision of higher (商丘學院) (date of education in the approval from PRC MOE) The PRC Holdco The PRC Holdco (namely, Henan Chunlai Education Technology Co., Ltd. (河南春來教育科技有限公司)) was established in August 2017 primarily for the purpose of implementing the Contractual Arrangements. As advised by our PRC Legal Adviser, the sponsor interest of the School Sponsor, being a private non-enterprise entity, is not capable of being pledged under PRC laws. With a view to securing our effective control over our consolidated affiliated entities pursuant to the Contractual Arrangements, the PRC Holdco was established to become a sponsor of the School Sponsor by acquiring 1% sponsor interest in the School Sponsor and assume the role of attorney-in-fact with respect to the sponsor interests in the School Sponsor held by Mr. Hou, Chairman Hou and Ms. Jiang. Pursuant to the powers of attorney (see “Contractual Arrangements – Operation of the Contractual Arrangements – Powers of Attorney” for further details), the PRC Holdco may exercise all the rights in relation to the sponsor interests in the School Sponsor and is entitled to appoint members of the board of directors of the School Sponsor. Pursuant to such arrangement, and collectively with other aspects of the Contractual Arrangements (see “Contractual Arrangements”), we are able to secure effective control over the PRC Holdco, the School Sponsor and our PRC Operating Schools. As of the Latest Practicable Date, the PRC Holdco was held as to 100% by Mr. Hou. The School Sponsor The School Sponsor (namely, Henan Shangqiu Chunlai Education Corporation (河南商丘春來教育集團)) is a private non-enterprise entity (民辦非企業單位) that holds the sponsor interest in our PRC Operating Schools. The School Sponsor was established in 2004 by Chairman Hou (the founder of our Group, father 83 HISTORY, REORGANISATION AND CORPORATE STRUCTURE of Mr. Hou and spouse of Ms. Jiang) with a registered capital of RMB13,400,000. After multiple rounds of capital injection, the registered capital of the School Sponsor was last increased to RMB113,740,000 in October 2017. As of the Latest Practicable Date, the sponsor interest of the School Sponsor was held as to 69.3% by Mr. Hou, as to 19.8% by Chairman Hou, as to 9.9% by Ms. Jiang, and as to 1% by the PRC Holdco. As part of the Contractual Arrangements (see “Contractual Arrangements”), Mr. Hou, Chairman Hou and Ms. Jiang have irrevocably authorised the PRC Holdco to be their attorney-in-fact to exercise all the rights relating to their sponsor interests in the School Sponsor at the discretion of the PRC Holdco. Mr. Hou became a sponsor of the School Sponsor in September 2012. When Mr. Hou became a sponsor of the School Sponsor, Mr. Hou, Chairman Hou and Ms. Jiang agreed that Mr. Hou would effectively own the sponsor interests of the School Sponsor held by Chairman Hou and Ms. Jiang, including the right to appoint directors, the right to exercise Chairman Hou’s rights as a director of the School Sponsor and the right to the portion of the assets, business, profits, revenue, dividend and bonus of the School Sponsor attributable to the sponsor interests held by Chairman Hou and Ms. Jiang. Since September 2012, each of Chairman Hou and Ms. Jiang has held his/her sponsor interests in the School Sponsor on behalf of Mr. Hou. Each of Mr. Hou, Chairman Hou and Ms. Jiang has confirmed such arrangement in writing in April 2018. Shangqiu University (商丘學院) Shangqiu University is a Private HEI located in Henan Province, the PRC. In June 2004, the School Sponsor and Henan Agricultural University (河南農業大學), an Independent Third Party, entered into a cooperation agreement, with a view to establishing the predecessor of Shangqiu University, known as Huayu College of Henan Agricultural University (河南農業大學華豫學院)(“Huayu College”), with the School Sponsor contributing capital assets and Henan Agricultural University (河南 農業大學) contributing management expertise and brand name. The parties agreed to the School Sponsor holding the sponsor interest in Huayu College and payment of management fees to Henan Agricultural University (河南農業大學). Huayu College obtained approval from the MOE for its establishment in July 2005. As the operations and reputation of Huayu College gradually matured, we consider it was appropriate for Huayu College to operate as an independent private university and cease any affiliation with Henan Agricultural University (河南農業大學). In March 2009, the School Sponsor and Henan Agricultural University (河南農業大學華豫學院) entered into an agreement to terminate the cooperation. In April 2011, MOE approved the conversion from Huayu College into Shangqiu University, a Private HEI. As advised by our PRC Legal Adviser, such conversion was effective and in compliance with the relevant PRC legal requirements. In May 2013, a branch college (下屬學院) of Shangqiu University Kaifeng Campus (namely, Shangqiu University Applied Science and Technology College (商丘學院應用科技學院)) obtained approval from the Education Department of Henan Province (河南省教育廳) for its establishment. Based on the confirmation letter issued by the Education Department of Henan Province (河南省教育廳) on 28
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