Tianli International Holdings Limited (“Tianli International”) announced that its wholly-owned subsidiary, Shenzhou Tianli Education Technology Group Co., Ltd., has signed two agreements on 9 June 2026 to acquire a controlling stake in Tianlai Technology Group Co., Ltd. (“Tianlai Technology”).
• Deal structure – Equity Transfer Agreement: purchase of 10.00 % equity from two existing shareholders for RMB104.00 million, payable in four instalments through 31 March 2027. – Investment Agreement: capital injection of RMB140.80 million for new shares. Payments are scheduled in three tranches between June and November 2026, subject to detailed closing conditions.
• Post-deal shareholding After the equity transfer and capital increase, Tianli International will hold 51 % of Tianlai Technology; Tianlai will be consolidated as a subsidiary. A further RMB50.00 million optional investment, contingent on additional rectifications by 31 August 2027, could raise the stake to about 55.62 %.
• Valuation metrics – Independent valuer Jones Lang LaSalle placed Tianlai Technology’s pre-money equity value at RMB348.74 million (market approach, adjusted EV/EBITDA multiple of 5.03x). – The implied post-money valuation is RMB489.54 million. – Tianli International’s total committed outlay of RMB244.80 million for 51 % implies a post-money equity value of roughly RMB480.00 million, or c. 8.0x the guaranteed annual net profit target.
• Performance guarantees & safeguards – Existing shareholders guarantee minimum consolidated net profit of RMB30.00 million for Mar–Aug 2027 and cumulative RMB60.00 million for Sep 2027–Aug 2028 (RMB90.00 million total). – Shortfall triggers cash compensation to Tianli International, calculated pro rata to the investment. – Repurchase clause: on specified termination events, sellers must buy back Tianli International’s stake at cost plus 5 % annual simple interest.
• Financial snapshot of target – FY2024 revenue: RMB313.94 million; net profit after tax: RMB24.78 million. – FY2025 revenue: RMB268.24 million; net profit after tax: RMB24.18 million. – Unaudited net liabilities as at 31 Aug 2025: RMB32.55 million.
• Strategic rationale Tianlai Technology, founded in 1998, operates nine art Gaokao intensive training centres across seven provinces and serves about 5,000 Grade 12 students annually, alongside broader art and children’s literacy programmes. Tianli International expects the acquisition to extend its education portfolio into art-focused training, enhance student recruitment channels and strengthen its premium education brand.
• Compliance The transaction qualifies as a discloseable transaction under Hong Kong Listing Rules (size ratios >5 % but <25 %), requiring public disclosure but not shareholder approval. Completion remains subject to multiple regulatory, corporate and operational conditions.
Investors are advised that the deal may not proceed if conditions precedent are unmet and should exercise caution when trading Tianli International’s shares.
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