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JunHe Assists Hope Education Group, a Hong Kong listed company in Completing the Acquisition of the Control of DingLi Corporation Ltd., an A

花匠小妙招
2025-09-09 19:03

On October 12, 2020, Sichuan Te Qu Education Management Group (hereinafter referred as ”Te Qu”), a wholly-owned subsidiary of the Hong Kong listed company Hope Education Group Co., Ltd. ( 01765.HK, hereinafter referred as“Hope Education” ) and Mr. Ye Bin entered into an equity transfer agreement，a Voting Rights Proxy and Financial Supporting Agreement and other agreements. The agreements stipulated that Mr. Ye Bin would transfer 50,000,000 shares (representing 8.75% of the total capital stock) of DingLi Corporation Ltd. (stock code: 300050, hereinafter referred to as "Dingli" or "Listed Company") to Te Qu. Also Mr. Ye Bin shall entrust the voting rights of his 45,744,700 shares of DingLi Corporation Ltd. (representing 8% of the total capital stock) to Te Qu Education Management Group. Te Qu Education Management Group will acquire the control of Dingli after the completion of the transaction.

On January 25, 2021, DingLi Corporation Ltd. announced that the ownership transfer of 50,000,000 shares had been completed. The controlling shareholders of Dingli Corporation Ltd. was changed to the Te Qu Education Management Group, and the actual controller was changed to Mr. Chen Yuxin and Mr. Wang Huiwu. JunHe represented the acquirer Te Qu Education Management Group in its acquisition of DingLi Corporation Ltd. in connection with the antitrust notification in the transaction. (hereinafter referred as “the project”).

The acquirer of this transaction was Te Qu Education Management Group, a domestic wholly-owned subsidiary of Hope Education, and its core business is higher education. Hope Education has established five undergraduate colleges, seven vocational and technical colleges and two technician colleges nationwide. It has more than 140,000 students enrolled worldwide, and holds shares in INTI International University in Malaysia. DingLi Corporation’s businesses include communication, the Internet of Things and vocational education. DingLi Corporation Ltd. provides operation services for domestic diploma education and the sale of educational equipment in the area of domestic vocational education. It also provides operation services in the area of international diploma education and high-end financial training.

JunHe provided a full range of legal services for the acquirer in this transaction, including participating in the discussion and negotiation of the transaction and drafting, revising and finalizing the equity transfer agreement. JunHe’s team reviewed the concentration of undertakings and assisted the acquirer in completing the filing. JunHe also assisted the listed company in replying to the Shenzhen Stock Exchange’s inquiries about the acquisition, and assisted the acquirer in preparing the information disclosure documents of the listed companies and replying to questions raised by HKEX. They completed due diligence on the major legal issues of DingLi Corporation Ltd. efficiently and professionally in a short period of time.

The main challenges and difficulties of this project were as follows: (1) The acquirer of this transaction was a Hong Kong listed company, and the target company was an A-share listed company. The transaction involved the application of transaction rules and information disclosure in two different trading markets. (2) The acquirer in the transaction has a VIE structure, and the transaction is the first acquisition in the education industry involving a VIE structure and the anti-monopoly notification of concentration of undertakings; (3) The transaction related to the private education and the education institution operation service sectors subject to strict regulatory requirements. JunHe’s anti-monopoly team provided strong support in the filing of the anti-monopoly notification of concentration of undertakings and completed the filing in such a short time that was out of the client’s expectation, showing the quality and efficiency of services provided by JunHe as a highly integrated law firm. JunHe was recognized by the client and the other project participants as well as the other intermediaries involving in the project for its consistently efficient, rigorous and steady working style, as well as meticulous and professional service attitude.

The leading partner was Mr. JIANG, Wenjun (Kelvin). Partners Ms. WEI, Yingling was responsible for the declaration of the anti-monopoly review for this project.