On June 9, 2026, the company's subsidiary, Shenzhou Tianli Education Technology Group Co., Ltd. (the buyer), entered into a share transfer agreement with the target company Tianlai Technology Group, Chongqing Yuwuxing Logistics Industrial Private Equity Investment Fund Partnership (Transferor 1), and Zhang Meng (Transferor 2).
Under this agreement, the buyer has agreed to purchase, and the transferors have agreed to sell, a total of 10% equity interest in Tianlai Technology Group Co., Ltd. (the target company) for a total consideration of RMB 104 million.
On the same date, the buyer also entered into an investment agreement with the target company, its existing shareholders, and the shareholders of those existing shareholders.
Pursuant to this investment agreement, the buyer has agreed to inject an additional capital of RMB 140.8 million into the target company, subscribing for newly increased registered capital.
Upon completion of both the equity acquisition and the capital injection, the company's subsidiary, Shenzhou Tianli Education Technology Group Co., Ltd., will hold an aggregate 51% equity interest in the target company.
Consequently, the target company will become a subsidiary of Tianli Int Hldg (ASX: 01773), and its financial statements will be consolidated into the group's accounts.
The target group was founded in 1998 and has since grown into a comprehensive art education group covering all types, subjects, and age groups within the sector.
It is anchored in specialized art education, with a core focus on three main business segments: art college entrance examination preparation, integration of arts into general education, and children's literacy and arts programs.
As of June 2026, the target group operates nine major art college entrance examination training centers across Chongqing, Sichuan, Guizhou, Yunnan, Henan, Shandong, and Zhejiang, serving approximately 5,000 senior high school students annually.
The group's teaching outcomes are industry-leading across all disciplines. In the 2026 national art unified examinations, its students achieved top scores in 81 provincial-level categories and secured 796 admission qualification certificates from the nine major Chinese art academies.
Notably, 76 students obtained qualification certificates from the Academy of Arts & Design at Tsinghua University.
The board of directors believes this acquisition presents an excellent opportunity for the group's further expansion in the art training sector, offering several key benefits.
Strategic Entry into the Art Education Sector and Brand Building
The "Five-Point Education" initiative has become a core directive for educational development, with art education being a crucial component of quality-oriented education where market demand remains consistently strong.
This collaboration will facilitate the creation of high-quality, art-focused schools, enriching the group's educational product portfolio and creating a differentiated competitive advantage.
Focus on Top-Tier Talent Development and Diversified University Pathways
The quality of university admissions is a core competitive strength in education. The group is committed to establishing diverse pathways, including traditional college entrance exams, subject competitions, international education, and arts education.
This cooperation specifically focuses on cultivating top-tier innovative talent in the arts sector, strengthening the group's brand positioning in high-end art education.
The target group has a mature and successful model in cultivating top talent for Tsinghua University. From 2014 to 2026, it independently prepared 583 students who obtained qualification certificates from Tsinghua University's Academy of Arts & Design, with 25 and 22 students admitted in 2024 and 2025, respectively.
Achieving Market Synergy and Expanding Growth Opportunities
The target group's student base ranks among the largest in the national industry, serving approximately 12,000 students in art college entrance exam preparation and about 20,000 in children's literacy and arts programs.
This partnership will enable complementary national market coverage, efficient penetration into both existing and emerging regions, mutual student referrals, and an enhancement of the group's nationwide brand influence.
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