PDF《民生教育集团有限公司》

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice. If you have sold or transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Minsheng Education Group Company Limited 民生教育集团有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1569) MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF 51% OF THE ISSUED SHARE CAPITAL OF LEED INTERNATIONAL AND COMMENCEMENT OF THE ENTRUSTED ARRANGEMENT AND ENTITLEMENT OF 100% NET PROFITS OF DIANCHI COLLEGE Capitalised terms used on this cover page have the same meaning as defined in the section headed Definitions in this circular, unless the context requires otherwise. A letter from the Board is set out on pages

7 to

43 of this circular. The Acquisition has been approved by written shareholder'

s approval obtained from Minsheng Group Company Limited (formerly known as Honest Cheer Investments Limited) , the controlling Shareholder of the Company, pursuant to Rule 14.44 of the Listing Rules in lieu of a general meeting of the Company. This circular is being dispatched to the Shareholders for information only.

20 December

2018 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Page DEFINITIONS

1 LETTER FROM THE BOARD

7 APPENDIX I C FINANCIAL INFORMATION OF THE GROUP

44 APPENDIX II C ACCOUNTANTS'

REPORT OF THE TARGET GROUP

47 APPENDIX III C MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

114 APPENDIX IV C UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

121 APPENDIX V C VALUATION REPORT

130 APPENDIX VI C GENERAL INFORMATION

149 - i - CONTENTS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: Acquisition acquisition of 51% of the issued share capital of Leed International in accordance with the Share Purchase Agreement Announcements the announcements of the Company dated

21 August 2018,

5 October

2018 and

31 October

2018 Board the board of Directors Business Day(s) a day (excluding Saturday and other general holdings in Hong Kong) on which banks in Hong Kong are generally opened for business BVI British Virgin Islands China Education China Education Holdings Limited, a company incorporated in the BVI with limited liability Chongqing Huizhi Chongqing Huizhi Education Services Company Limited*(重庆汇 智教育服务有限公司), a limited liability company established in the PRC and an indirect subsidiary of the Company Company Minsheng Education Group Company Limited (民生教育集团有限 公司), a company incorporated under the laws of the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1569) Completion completion of the Acquisition in accordance with the terms and conditions of the Share Purchase Agreement Consideration the consideration of RMB582.5 million equivalent USD payable by Minsheng Vocational for the Acquisition controlling shareholder has the meaning ascribed thereto under the Listing Rules Debt a debt in the principal amount of the USD equivalent of RMB231 million owed by Leed International to China Education Dianjiao AM Co Yunnan Dianjiao Asset Management Company Limited* (云南滇教 资产管理有限公司), a company established under the laws of the PRC and a wholly-owned subsidiary of Leed International -

1 - DEFINITIONS Dianchi Co Yunnan Dianchi Education Training Company Limited* (云南滇池 教育培训有限公司), a company established under the laws of the PRC and a wholly-owned subsidiary of Leed International Dianchi College Yunnan University Dianchi College (云南大学滇池学院), an institution of full-time undergraduate education college Dianchi College Management Agreement an entrusted management agreement entered into between Minsheng Vocational, Chongqing Huizhi, Dianchi Co, Dianjiao AM Co and Dianchi College on

20 August 2018, pursuant to which the entire management of Dianjiao AM Co and Dianchi College is entrusted to Minsheng Vocational and Chongqing Huizhi Dianchi EM Co Yunnan Dianchi Education Management Company Limited* (云南 滇池教育管理有限公司), a company established under the laws of the PRC and a wholly-owned subsidiary of Leed International Director(s) director(s) of the Company Draft Amendments the draft Amendments to the Regulations on the Implementation of the Non-state Education Promotion Law of the PRC (中华人民共和 国民办教育促进法实施条例 (修订草案) (送审稿) ) Draft Foreign Investment Law the draft version of the Foreign Investment Law* (中华人民共和国 外国投资法 (草案徵求意见稿) ) Enlarged Group the Group as enlarged by the Target Group immediately upon Completion Entrustment Arrangements the entrustment arrangements contemplated under the Equity Entrustment Agreement and the Dianchi College Management Agreement Equity Entrustment Agreement an equity entrustment agreement entered into between the Vendors, Leed International and Minsheng Vocational on

20 August 2018, pursuant to which Minsheng Vocational would be entrusted to manage, among others, (i) Leed International and its subsidiaries in certain aspects, and (ii) the remaining 49% of the issued share capital of Leed International Explanatory Note the accompanying explanatory note to the Draft Foreign Investment Law Foreign Investment Catalogue the Foreign Investment Industry Guidance Catalogue ( 《外商投资产 业指导目录》 ) -

2 - DEFINITIONS FIEs foreign-invested enterprises Group the Company and its subsidiaries Honest Cheer Honest Cheer Investments Limited (诚悦投资有限公司), former name of Minsheng Group Hong Kong Public Offering the offer for subscription of the Public Offer Shares in Hong Kong at the Offer Price and on, and subject to the terms and conditions of the Prospectus and the accompanying application forms Hong Kong Underwriters the underwriters of the Hong Kong Public Offering Hong Kong Underwriting Agreement the Hong Kong underwriting agreement dated

9 March 2017, relating to the Hong Kong Public Offering of the Company, entered into by, among others, the Company, the Joint Bookrunners and the Hong Kong Underwriters Hyde Education Hyde Education Holding Limited, a company incorporated in the BVI IFC Cornerstone Investment Agreement a cornerstone investment agreement dated March 8,

2017 entered into by and among International Finance Corporation, Citigroup Global Markets Asia Limited, Macquarie Capital Limited and our Company, pursuant to which International Finance Corporation agreed to subscribe for such number of Shares (rounded down to the nearest whole board lot of 2,000 Shares) which may be purchased with an aggregate amount of US$25.0 million (subject to adjustment) at the Offer Price (inclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% and certain expenses in connection with the payment of the subscription price) Implementation Opinions Implementation Opinions of the Ministry of Education on Encouraging and Guiding the Entry of Private Capital in the Fields of Education and Promoting the Healthy Development of Private Education ( 《教育部关於鼓励和引导民间资金进入教育领 域促进民办教育健康发展的实施意见》 ) Independent Third Parties has the meaning ascribed thereto under the Listing Rules International Placing the conditional placing by the underwriters of the International Placing of the International Placing Shares for cash at the Offer Price plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% of the Offer Price -

3 - DEFINITIONS International Placing Shares the new Shares initially offered by the Company for subscription at the Offer Price under the International Placing Interim Report the interim results of the Company for the six months ended

30 June

2018 Interview the interview conducted on

28 August

2018 by the Company, with the assistance of the PRC Legal Advisors, with the Private Education Office (民办教育处) of Yunnan Province Education Department, being the competent authority as advised by the PRC Legal Advisors, to confirm matters relating to the regulations relevant to Dianchi College in Yunnan Joint Account the joint account to be opened by Minsheng Vocational in accordance with a joint management bank account agreement to be ........