Beijing Kaiwen De Xin Education Technology Co., Ltd.
Announcement Number: 2026-012
Notice of Share Transfer and Change in Equity Interests by Shareholders
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements, or material omissions.
Important Notice:
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This change in equity interests is based on the "Share Transfer Agreement" signed on July 10, 2026, between Bada Chu Holdings Group Co., Ltd. (hereinafter referred to as "Bada Chu Holdings"), a shareholder of Beijing Kaiwen De Xin Education Technology Co., Ltd. (hereinafter referred to as "the Company" or "Kaiwen Education"), Beijing Haidian Education Technology Co., Ltd. (hereinafter referred to as "Haidian Education Company"), and Beijing Haidian Holdings (Group) Co., Ltd. (hereinafter referred to as "Haidian Holdings"). According to the agreement, Haidian Education Company intends to acquire 86,259,647 shares of the Company (accounting for 14.42% of the total share capital) held by Bada Chu Holdings through an agreement transfer. Haidian Holdings also intends to acquire 86,259,647 shares of the Company (accounting for 14.42% of the total share capital) held by Bada Chu Holdings through an agreement transfer. The agreed transfer price for both is RMB 4.06 per share.
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This change in equity interests is conducted between entities controlled by the same ultimate controller, and does not trigger a mandatory offer.
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This change in equity interests does not result in a change of control of the Company. According to the reform requirements of state-owned enterprises by the Haidian District Committee and District Government, the management of Kaiwen Education will be uniformly managed by Haidian Education Company. The controlling shareholder of the Company remains Haidian Education Company, and the ultimate controller remains the State-owned Assets Supervision and Administration Commission of Haidian District People's Government, Beijing (hereinafter referred to as "Haidian District SASAC"). Haidian Education Company, Haidian Holdings, and Beijing Haidian State-owned Assets Investment Management Co., Ltd. (hereinafter referred to as "Haidian State-owned Assets") are all state-owned enterprises under the Haidian District SASAC and will act in concert after this change in equity interests.
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This change in equity interests is subject to approval from the competent state-owned asset supervision and administration department, compliance confirmation from the Shenzhen Stock Exchange, and application for share transfer registration with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Whether this matter can be finally implemented and the outcome of the implementation are subject to uncertainty. Investors are advised to invest rationally and be aware of investment risks.
I. Basic Situation of This Equity Interest Change
(I) Overview of Previous Situation
On September 20, 2024, Haidian State-owned Assets and Bada Chu Holdings signed a "Share Transfer Agreement," which stipulated that Bada Chu Holdings would transfer 88,784,808 shares of the Company (accounting for 14.84% of the total share capital) to Haidian State-owned Assets at a price of RMB 3.69 per share through a private agreement transfer. The relevant agreement has not yet taken effect and is no longer subject to fulfillment conditions, and the share transfer agreement between Haidian State-owned Assets and Bada Chu Holdings will not be further pursued.