SEC Form SC 13E3 filed by Bright Scholar Education Holdings Limited

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934

Bright Scholar Education Holdings Limited

(Name of the Issuer)

Excellence Education Investment Limited

Bright Education Mergersub Limited
Mr. Hongru Zhou
Mr. Ruolei Niu

Ultimate Wise Group Limited
Sure Brilliant Global Limited

Wisdom Avenue Global Limited

Waterflower Investment Ltd.

Noble Pride Global Limited

Yeung Family Trust V

TMF Trust (HK) Limited

Ms. Huiyan Yang
(Name of Person(s) Filing Statement)

American Depositary Shares, each representing four Class A ordinary shares, par value of US$0.00001 per share*

(Title of Class of Securities)

109199208**

(CUSIP Number of Classes of Securities)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION,
PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION
STATEMENT ON SCHEDULE 13E-3.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This transaction statement pursuant to Rule 13e-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following Persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Bright Scholar Education Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the Shares (as defined below) that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Excellence Education Investment Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“Parent”); (c) Bright Education Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (d) Mr. Hongru Zhou, chairperson of the board of directors of the Company (“Mr. Zhou”); (e) Mr. Ruolei Niu, Chief Executive Officer of the Company (“Mr. Niu”); (f) Ultimate Wise Group Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“Ultimate Wise”); (g) Sure Brilliant Global Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“Sure Brilliant”); (h) Wisdom Avenue Global Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Wisdom Avenue”); (i) Waterflower Investment Ltd., a limited liability company incorporated under the laws of the British Virgin Islands (“Waterflower Investment”); (j) Noble Pride Global Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Noble Pride”); (k) Yeung Family Trust V, an irrevocable discretionary trust established under the laws of Jersey (“Yeung Family Trust”); (l) TMF Trust (HK) Limited, a limited liability company incorporated under the laws of Hong Kong (“TMF Trust”); and (m) Ms. Huiyan Yang, the sole shareholder of Sure Brilliant. Filing Persons (b) through (m) are collectively referred to herein as the “Buyer Group.” Filing Persons (h) and (i) are collectively referred to herein as the “Sponsors.”

The Items specified by Schedule 13E-3, with page references to the locations where the information required by such Items can be found, are enumerated beginning on page 77  of this Transaction Statement.

SUMMARY

This summary, together with the “Questions and Answers about the Merger” below, highlights selected information contained in the remainder of this Transaction Statement. This summary does not contain all of the information that may be important to an Unaffiliated Security Holder (as defined below) of the Company. Unaffiliated Security Holders should read this entire Transaction Statement and the other documents to which this Transaction Statement refers for a more complete understanding of the Merger (as defined below) and the related transactions and how they affect Unaffiliated Security Holders.

The terms “we,” “us,” “our” and the “Company” as used in this Transaction Statement refer to Bright Scholar Education Holdings Limited and/or its direct and indirect subsidiaries as the context may require. The term “Board” refers to the board of directors of the Company. The term “Special Committee” refers to a special committee of independent, disinterested directors of the Company that was formed by the Board. The term “Unaffiliated Security Holders” is used in this Transaction Statement as such term is defined in Rule 13e-3(a)(4) under the Exchange Act, and refers to holders of Shares and ADSs (each as defined below) other than the Buyer Group, and directors and executive officers of the Company and of members of the Buyer Group. The terms “person” or “Person” refer to a natural person, a partnership, a corporation, a limited liability company, a business trust, a joint share company, a trust, an unincorporated association, a joint venture, a governmental entity or another entity or organization. References to “dollars”, “$” and “US$” in this Transaction Statement are to U.S. dollars and references to “RMB” in this Transaction Statement are to Renminbi, the lawful currency of the People’s Republic of China (the “PRC” or “China”).

The Parties Involved in the Merger

The Company

The Company is a global premier education service company, which primarily provides quality international education service to global students and equip them with the critical academic foundation and skillsets necessary to succeed in the pursuit of higher education.

The Company’s principal executive offices are located at Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road Cambridge, England, CB1 7BX, United Kingdom. The principal phone number is +44 12-2334-1303. The Company’s registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

The Company is the issuer of ordinary shares which, as of the date of the Merger Agreement (as defined below), consisted of (i) Class A ordinary shares, with a par value of US$0.00001 per share, in the share capital of the Company, each carrying one (1) vote per share (each, a “Class A Ordinary Share,” and collectively, the “Class A Ordinary Shares”), including the Class A Ordinary Shares represented by American depositary shares of the Company, each of which represents four (4) Class A Ordinary Shares (the “ADSs”), (ii) Class B ordinary shares, with a par value of US$0.00001 per share, in the share capital of the Company, each carrying twenty (20) votes per share (each, a “Class B Ordinary Share,” and collectively, the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Shares” and each, a “Share”).

For a more complete description of the Company’s business, history, and organizational structure, please see the Company’s Annual Report on Form 20-F for the fiscal year ended August 31, 2024 filed with the SEC on December 13, 2024 (the “Company’s Annual Report”), which is incorporated by reference herein. See “Where You Can Find More Information” for instructions on obtaining a copy of the Company’s Annual Report.

Parent

Parent is a company organized and existing under the laws of the British Virgin Islands and wholly owned by Noble Pride. Sure Brilliant has entered into the Rollover Agreement (as defined below) with Parent and Merger Sub, pursuant to which Sure Brilliant has irrevocably agreed to contribute the Shares that it holds to Merger Sub prior to the Closing (as defined below) in exchange for newly issued ordinary shares of Parent. Ultimate Wise and Merger Sub have entered into the Ultimate Wise SPA (as defined below), pursuant to which Ultimate Wise has irrevocably agreed to transfer the Shares that it holds to Merger Sub prior to the Closing for nominal value. Upon completion of these transactions, Merger Sub will directly hold 5,451,559 Class A Ordinary Shares and 87,590,000 Class B Ordinary Shares immediately prior to the Effective Time (as defined below), collectively representing approximately 98.56% of the voting power of the Shares exercisable in a general meeting of the Company in aggregate.

Parent is a holding company holding all equity interest in Merger Sub and upon completion of the transactions contemplated under the Merger Agreement (as defined below), including the Merger (as defined below), will own all equity interest in the Surviving Company. The principal business address and telephone number of Parent are No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan Guangdong, F4, 528300, +86 757 2666 2233. The registered office of Parent is located at the offices of Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands.

Merger Sub

Merger Sub is an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned by Parent. Merger Sub is a holding company formed solely for the purpose of completing the transactions contemplated under the Merger Agreement, including the Merger. Merger Sub will directly hold 5,451,559 Class A Ordinary Shares and 87,590,000 Class B Ordinary Shares immediately prior to the Effective Time. The principal business address and telephone number of Merger Sub are 3303B2, 33/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, +852 25632001. The registered office of Merger Sub is located at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

Ms. Huiyan Yang and Sure Brilliant

Ms. Huiyan Yang is the director and the sole shareholder of Sure Brilliant. Ms. Huiyan Yang is a citizen of Hong Kong (SAR), China.

Sure Brilliant is a company organized and existing under the laws of the British Virgin Islands, which is principally an investment holding vehicle. The business address and telephone number of Ms. Huiyan Yang are No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, China, +86 757 2666 2233. The principal business address and telephone number of Sure Brilliant are No.1, Country Garden Road, Beijiao Town, Shunde District Foshan, Guangdong, F4, 528300, +86 757 2666 2233. The registered office of Sure Brilliant is located at the offices of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.

Ultimate Wise

Ultimate Wise is a company organized and existing under the laws of the British Virgin Islands, which is principally an investment holding vehicle and is wholly owned by Noble Pride. The principal business address and telephone number of Ultimate Wise are No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong, F4, 528300, +86 757 2666 2233. The registered office of Ultimate Wise is located at the offices of Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

Mr. Zhou and Wisdom Avenue

Mr. Zhou is the chairperson of the board of directors of the Company. Mr. Zhou is a citizen of Hong Kong (SAR), China.

Wisdom Avenue is an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Mr. Zhou is the sole shareholder of Wisdom Avenue. The business address and telephone number of Mr. Zhou are Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road, Cambridge, England, Cb1 7bx, United Kingdom, +44 12 2334 1303. The principal business address and telephone number of Wisdom Avenue are 3303B2, 33/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, +852 25632001. The registered office of Wisdom Avenue is located at the offices of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Mr. Niu and Waterflower Investment

Mr. Niu is the Chief Executive Officer of the Company. Mr. Niu is a citizen of Hong Kong (SAR), China.

Waterflower Investment is an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Mr. Niu is the sole shareholder of Waterflower Investment. The business address and telephone number of Mr. Niu are Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road, Cambridge, England, Cb1 7bx, United Kingdom, +44 12 2334 1303. The principal business address and telephone number of Waterflower Investment are 3303B2, 33/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, +852 25632001. The registered office of Waterflower Investment is located at the offices of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Noble Pride

Noble Pride is a company organized and existing under the laws of the British Virgin Islands, which is principally an investment holding vehicle. The principal business address and telephone number of Noble Pride are Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, +852 31888333.

Yeung Family Trust

Yeung Family Trust is an irrevocable discretionary trust established under the laws of Jersey. The principal business of the trustee of the Yeung Family Trust is trustee services. The principal business address and telephone number of Yeung Family Trust are 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, +852 31888333.

TMF Trust

TMF Trust, the trustee of the Yeung Family Trust, is a company organized and existing under the laws of Hong Kong, with its principal business in trustee services. The principal business address and telephone number of TMF Trust are 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, +852 31888333.

The Merger Agreement and the Plan of Merger

On October 13, 2025, the Company, Parent and Merger Sub entered into an agreement and plan of merger (the “Merger Agreement”), which includes a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands substantially in the form attached as Exhibit A to the Merger Agreement (the “Plan of Merger”). Following satisfaction of the conditions under the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) through a “short-form” merger between a parent company and one of its subsidiary companies (as those terms are defined in the Companies Act (As Revised) of the Cayman Islands (as amended, modified, or re-enacted from time to time, the “Cayman Islands Companies Act”)) in accordance with Part XVI and in particular Section 233(7) of the Cayman Islands Companies Act, with the Company continuing as the surviving company (as defined in the Cayman Islands Companies Act, the “Surviving Company”) resulting from the Merger.

The following summary describes the material terms of the Merger Agreement, including the Plan of Merger, but does not purport to describe all of the terms of the Merger Agreement and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached to this Transaction Statement as Exhibit (d)(1). Unaffiliated Security Holders should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this Transaction Statement, are the legal documents that govern the Merger.

The Merger

At the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into the Company through a statutory “short-form” merger, being a merger between a parent company and a subsidiary company, in accordance with Part XVI and in particular Section 233(7) of the Cayman Islands Companies Act. We expect the Merger to take place soon after 20 days following the date of the mailing or distribution of this Transaction Statement to the Company’s shareholders, or such later date as may be required to comply with Rule 13e-3 under the Exchange Act and all other applicable laws, after all the closing conditions to the Merger have been satisfied or waived in accordance with the Merger Agreement. Following the Effective Time of the Merger, ADSs will no longer be listed on the New York Stock Exchange (the “NYSE”), and the Company will cease to be a publicly traded company and will be a privately held, direct wholly owned subsidiary of Parent.

Merger Consideration

Under the terms of the Merger Agreement and the Plan of Merger, at the Effective Time, (i) each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined below), Shares represented by ADSs and Dissenting Shares (as defined below)) will be cancelled in exchange for the right to receive US$0.575 in cash per Share without interest (subject to adjustment as described below) (the “Per Share Merger Consideration”); (ii) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with the underlying Shares represented by such ADSs, will be cancelled in exchange for the right to receive US$2.30 in cash per ADS without interest (subject to adjustment as described below) (the “Per ADS Merger Consideration,” and together with the Per Share Merger Consideration, the “Merger Consideration”) (less US$5.00 for each 100 ADSs (or portion thereof) cancellation fees pursuant to the terms of the deposit agreement (the “Deposit Agreement”), dated as of May 17, 2017, by and among the Company, The Bank of New York Mellon as depositary for ADSs (the “Depositary”), and all beneficial owners and holders from time to time of ADSs issued thereunder).

The Merger Consideration and Option Consideration (as defined below) will be adjusted appropriately to reflect the effect of any share split, reverse share split, share dividend (including any dividend or other distribution of securities convertible into Shares or ADSs, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares or ADSs, as applicable, effectuated after the date of the Merger Agreement and prior to the Effective Time (but excluding any change that results from any exercise of Company Options to purchase Shares), and to provide the holders of Shares and ADSs with the same economic effect as contemplated by the Merger Agreement prior to such event and as so adjusted will, from and after the date of such event, be the Per Share Merger Consideration, Per ADS Merger Consideration or Option Consideration, as applicable (the “Consideration Adjustment”).

The “Excluded Shares” are, collectively, Shares (including Shares represented by ADSs) (a) beneficially owned by the Buyer Group and any of their respective affiliates, (b) held by the Company or any subsidiary of the Company or held in the Company’s treasury, if any, and (c) held by the Depositary, the Company or the Company’s representatives, and reserved for issuance, settlement and allocation upon exercise or vesting of Company Options.

Treatment of Company Options

At the Effective Time, the Company will terminate the 2017 Share Incentive Plan and 2024 Share Incentive Plan adopted by the Company on December 15, 2017 and January 18, 2024 respectively (collectively, the “Company Equity Plan”) and any relevant award agreements entered into under the Company Equity Plan.

At the Effective Time, each option to purchase Shares granted under the Company Equity Plan in accordance with the terms thereof (each, a “Company Option,” and collectively, the “Company Options”) that is vested, outstanding and unexercised immediately prior to the Effective Time will be cancelled in exchange for an amount of cash (the “Option Consideration”) equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per Share of such Company Option, multiplied by (ii) the number of Shares underlying such Company Option (assuming such holder exercises such vested Company Option in full immediately prior to the Effective Time), which amount will be paid as promptly as practicable following the Effective Time (but in any event no later than the next regularly scheduled employee payroll date of such holder) by the Surviving Company; provided that if the exercise price of any such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option will be cancelled without any payment therefor; provided further that each Company Option that is vested, outstanding and unexercised immediately prior to the Effective Time may be cancelled without any consideration with written consent by the holder of such Company Option.

Each Company Option unvested or otherwise not exercisable immediately prior to the Effective Time shall be cancelled for nil consideration.

Treatment of Dissenting Shares

All Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who will have validly delivered and not effectively withdrawn a Dissent Notice (as defined below), or have not otherwise lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the Cayman Islands Companies Act (collectively, the “Dissenting Shares,” and holders of the Dissenting Shares collectively, the “Dissenting Shareholders”) will be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders will not be entitled to receive the Per Share Merger Consideration and will instead upon serving a valid notice of dissent under Section 238(5) of the Cayman Islands Companies Act be entitled to receive only the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the Cayman Islands Companies Act.

Each shareholder who wishes to exercise its right to dissent from the Merger and seek a fair value appraisal for its Dissenting Shares under Section 238(1) of the Cayman Islands Companies Act (the “Dissent Right”) must, (i) within 7 days of the date on which the Plan of Merger is given to such shareholder, give to the Company its written objection to the Merger (each, a “Written Objection”), in accordance with Sections 238(2) and (3) of the Cayman Islands Companies Act, and (ii) deliver a written notice (each, a “Dissent Notice”) to the Company in accordance with Section 238(5) of the Cayman Islands Companies Act within 20 days immediately following the date on which such shareholder has received from the Company a written notice of the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands by the Company. The provisions of Sections 238(6) to 238(16) of the Cayman Islands Companies Act will apply to the treatment of each Dissenting Share in relation to which a valid Dissent Notice has been served.

All Shares held by Dissenting Shareholders who have not validly exercised, or who have effectively withdrawn or lost their Dissent Rights pursuant to the Merger Agreement and Section 238 of the Cayman Islands Companies Act will thereupon not be deemed to be Dissenting Shares and will be deemed to have been cancelled and cease to exist as of the Effective Time, and will be converted at the later of (i) the Effective Time, and (ii) the occurrence of such event, into the right to receive the Per Share Merger Consideration, without any interest thereon.

Representations and Warranties

The Merger Agreement contains representations and warranties made by the Company to Merger Sub and Parent and representations and warranties made by Merger Sub and Parent to the Company as of specific dates. The statements embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement. In addition, some of those representations and warranties may be subject to a contractual standard of materiality different from that generally applicable to Unaffiliated Security Holders, and may have been made for the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other parties prove to be untrue due to a change in circumstance or otherwise and allocating risks between the parties to the Merger Agreement rather than establishing matters as facts. Moreover, the representations and warranties made by the Company were qualified by reference to (a) the public disclosures and filings made by the Company with the SEC prior to the date of the Merger Agreement, other than in “risk factors” or any language in such filings to the extent they are cautionary, predictive or forward-looking in nature, in each case, other than specific factual information contained therein, and (b) any information of which any members of the Buyer Group or their respective affiliates or Representatives (as defined below) has knowledge, or should have knowledge after due inquiry, prior to the date of the Merger Agreement. “Representatives” means, with respect to any person, such person’s directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers, and other agents, advisors and representatives of such person, and their respective subsidiaries.

Many of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, a “Material Adverse Effect” means any change, effect, development, circumstance, condition, state of facts, event or occurrence (“Effect”) that, individually or in the aggregate with all other Effects, is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries taken as a whole; provided, however, that no Effects arising out of, relating to or resulting from any of the following will be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (i) changes in the financial, credit or other securities or capital markets, or in general economic, business, regulatory, legislative or political conditions, (ii) changes in generally accepted accounting principles in the United States (“GAAP”) or regulatory accounting requirements or any interpretation or enforcement thereof after the date of the Merger Agreement, (iii) changes, effects or circumstances affecting the industries or markets in which the Company and its subsidiaries operate, (iv) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, or other change in any applicable law of or by any governmental entity, (v) geopolitical conditions, acts of God, any outbreak or escalation of war or major hostilities, any act of sabotage or terrorism, natural or man-made disasters, pandemic, epidemic or other public health crises, other force majeure events or other comparable events or outbreaks, including any worsening of such conditions thereof, (vi) any announcement, disclosure, pendency or consummation of the Merger Agreement or the transactions contemplated by the Merger Agreement and the Plan of Merger (the “Transactions”), or the identity of the parties thereto, including any initiation of shareholder litigation or any other legal proceeding relating to the Merger Agreement or the Transactions, or any impact thereof on relationships, contractual or otherwise, with customers, employees, suppliers, distributors, contractors, lenders, investors, partners or similar parties with whom the Company or any of its subsidiaries has any relationship (in each case, resulting from the consummation of the Transactions, or the public announcement or disclosure of the Merger Agreement or the Transactions, or the identity of the parties thereto), (vii) any action taken by the Company or any of its subsidiaries at the request or with the consent of any members of the Buyer Group or any of their respective affiliates or otherwise contemplated or permitted by the Merger Agreement, the Ultimate Wise SPA, the Rollover Agreement, the Subscription Agreement and the Limited Guarantees (each as defined below and collectively, the “Transaction Documents”), (viii) the failure by the Company or any of its Subsidiaries to take any action at the request or with the consent of any members of the Buyer Group or any of their respective affiliates, (ix) any breach of the Transaction Documents by any members of the Buyer Group or any of their respective affiliates, (x) any failure to meet any internal or public projections, plans, forecasts, guidance, estimates, milestones, budgets or internal or published predictions of revenue, earnings, cash flow or cash position for any period, (xi) any decline in the market price, or change in trading volume, of the capital stock of the Company, or (xii) any change or prospective change in the Company’s credit ratings; provided, further, that Effects set forth in clauses (i) and (iii) above may be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur if and to the extent such Effects individually or in the aggregate have a materially disproportionate impact on the Company and its subsidiaries, taken as a whole, relative to the other participants in the principal industries and geographic markets in which the Company and its subsidiaries conduct their businesses (in which case the incremental materially disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect).

The representations and warranties made by the Company to Merger Sub and Parent include representations and warranties relating to, among other matters:

The representations and warranties made by Merger Sub and Parent to the Company include representations and warranties relating to, among other matters:

Conduct of Business Pending the Merger

The Company has agreed that, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger Agreement, except (a) as required, permitted or contemplated by the Transaction Documents, (b) as required by applicable law, or (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company will and will cause its subsidiaries to (i) conduct its business in all material respects in the ordinary course of business and use commercially reasonable efforts to preserve substantially intact its business organization, and maintain in all material respects its existing relations with customers and suppliers; and (ii) use commercially reasonable efforts to keep available the services of their current key officers and key employees.

Between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger Agreement, except (a) as required, permitted or contemplated by the Transaction Documents, (b) as required by applicable law, or (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company will not, and will not permit any of its subsidiaries to:

No Solicitation

Subject to certain exceptions, from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, the Company will, and will cause each of its subsidiaries and instruct each of their respective Representatives acting in such capacity, (i) to cease any solicitation, encouragement, discussions or negotiations with any persons that may be ongoing in furtherance or for the purpose of encouraging or facilitating a Competing Proposal (as defined below); (ii) not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party with respect to any Competing Proposal; and (iii) not to (A) solicit, initiate, knowingly encourage or facilitate, each with the intent to induce the making of any Competing Proposal; (B) enter into or continue any discussions or negotiations with the intent of encouraging a Competing Proposal, or furnish to any other person any non-public information with the intent of encouraging a Competing Proposal; or (C) approve, endorse or recommend any Competing Proposal or authorize or execute or enter into any letter of intent, option agreement, agreement or agreement in principle contemplating or otherwise relating to a Competing Proposal (other than a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company than those contained in the confidentiality requirements under the Merger Agreement).

Subject to certain exceptions, neither the Board (acting at the direction of the Special Committee) nor the Special Committee may take any action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer.

Notwithstanding the foregoing restrictions, if, at any time on or after the date of the Merger Agreement and prior to the Closing, the Company or any of its Representatives receives a Competing Proposal from any person or group of persons, which Competing Proposal did not arise or result from the Company’s breach of the Merger Agreement, if the Special Committee has determined in good faith, after consultation with its independent financial advisor and outside legal counsel as it considers (in its sole discretion) as appropriate or desirable, that such Competing Proposal constitutes or could reasonably be expected to result in a Superior Proposal (as defined below) or that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, then the Board or the Special Committee may directly or indirectly through the Representatives of the Company (A) furnish, pursuant to a confidentiality agreement entered into by and between the Company and such person or group of persons who has made such Competing Proposal which contains terms that are no less favorable in the aggregate to the Company than those contained in the confidentiality requirement under the Merger Agreement, information (including non-public information) with respect to the Company and its subsidiaries to the person or group of persons who has made such Competing Proposal, (B) engage in or otherwise participate in discussions or negotiations with the person or group of persons making such Competing Proposal, and (C) communicate with the person or group of persons who has made such Competing Proposal to clarify and understand the terms and conditions thereof and to notify such person or group of persons of the restrictions contemplated by the Merger Agreement.

The Company has agreed to notify Parent promptly (but in no event later than 48 hours) after its receipt of any written Competing Proposal, any written request for nonpublic information relating to the Company or any of its subsidiaries by any person that informs the Company or any of its subsidiaries that it is considering making, or has made, a Competing Proposal, any written inquiry from any person seeking to have discussions or negotiations with the Company or any of its subsidiaries relating to a possible Competing Proposal, or any material change to any terms of a Competing Proposal previously disclosed to Parent. Such notice will be in writing and will indicate the identity of the person making the Competing Proposal, inquiry or request and will include copies of such written Competing Proposal, inquiry or request. The Company agrees that it and its subsidiaries will not enter into any confidentiality agreement with any person subsequent to the date of the Merger Agreement which prohibits it from providing any information to Parent in accordance with the Merger Agreement.

For purposes of the Merger Agreement, a “Competing Proposal” means any proposal or offer from any person (other than members of the Buyer Group) or “group,” within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; (ii) acquisition of 20% or more of the outstanding Shares (including Shares represented by ADSs); (iii) tender offer or exchange offer that, if consummated, would result in any person beneficially owning 20% or more of the outstanding Shares (including Shares represented by ADSs); (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries which, in the case of a merger, consolidation, share exchange or business combination, would result in any person acquiring assets, individually or in the aggregate, constituting 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable; or (v) any combination of the foregoing; in each case, other than the Transactions.

Notwithstanding the foregoing restrictions, prior to the closing of the Merger (the “Closing”), the Board (acting at the direction of the Special Committee) or the Special Committee may change, withhold, withdraw, qualify or modify, or resolve to change, withhold, withdraw, qualify or modify, in a manner may be adverse to Parent or Merger Sub, any recommendation or approval that the Board or the Special Committee has previously made or resolved (a “Change in Recommendation”), and/or terminate the Merger Agreement to enter into an Alternative Acquisition Agreement (as defined below) in response to a Competing Proposal not solicited in violation of the provisions of the Merger Agreement, if the Special Committee has determined in good faith, after consultation with its independent financial advisor and outside legal counsel as it considers (in its sole discretion) as appropriate or desirable, that (i) failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law or (ii) such Competing Proposal constitutes a Superior Proposal; provided that (A) the Board (or any committee thereof, including the Special Committee) has notified Parent in writing at least 5 business days before taking such action of its intention of taking such action (which notice will include, to the extent not previously provided, the identity of the third party making the relevant Superior Proposal and a copy of the most current version of such Superior Proposal, the relevant proposed transaction agreements and any financing commitments relating thereto, if available to the Board, and a written summary of the material terms of such Superior Proposal to the extent not made in writing); and (B) during such 5 business day period, if requested by Parent in writing, the Special Committee will, and will cause its Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so that the relevant Competing Proposal ceases to constitute a Superior Proposal, and (C) following the end of such notice period, the Special Committee determines in good faith, after consultation with its independent financial advisor and outside legal counsel as the Special Committee considers (in its sole discretion) as appropriate or desirable, that the Competing Proposal would continue to constitute a Superior Proposal if such revisions proposed by Parent in writing were to be given effect; provided, further, that in the event of any material change to any material term of the Competing Proposal giving rise to the notice of recommendation change provided in clause (A), the Company, in each case, has delivered to Parent an additional notice consistent with that described in clause (A) above and the notice period in clause (A) has recommenced and the conditions in clauses (B) and (C) have occurred again, except that the notice period will be at least 3 business days rather than a period for at least 5 business days otherwise contemplated by clause (A) above.

For purposes of the Merger Agreement, (i) a “Superior Proposal” means any bona fide written Competing Proposal that the Board (acting at the direction of the Special Committee) or the Special Committee determines in good faith judgment, after consultation with its independent financial advisor and outside legal counsel as it considers as appropriate or desirable, and taking into account such factors as the Special Committee considers appropriate, which may include the legal, financial, regulatory and other aspects of the proposal and the person making the proposal, is more favorable to the Company and the Company’s shareholders (other than holders of the Excluded Shares) than the Transactions (taking into account, as the case may be, any revisions to the terms of the Merger Agreement proposed by Parent in writing in response to such proposal pursuant to ‎the Merger Agreement prior to the time of determination); provided that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Competing Proposal shall be deemed to be references to “50%;” provided, further, that any such offer shall not be deemed to be a “Superior Proposal” if any financing required to consummate the transaction contemplated by such proposal is not then fully committed to the person making such proposal and non-contingent; and (ii) an “Alternative Acquisition Agreement” means any letter of intent, memorandum of understanding, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company than those contained in the confidentiality requirements under the Merger Agreement) (A) constituting or that would reasonably be expected to lead to any Competing Proposal or (B) requiring the Company to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Notwithstanding anything to the contrary under the Merger Agreement, prior to the Closing, the Board (acting at the direction of the Special Committee) or the Special Committee may effect a Change in Recommendation and/or authorize the Company to terminate the Merger Agreement (other than in response to a Superior Proposal) (such a termination, the “Intervening Event Termination”) if and only if (i) any development, fact, event, change, effect, occurrence or circumstance that was not known to, or, if known, the consequences of which were not reasonably foreseeable by, the Special Committee prior to execution of the Merger Agreement, that becomes known to the Board or the Special Committee after execution of the Merger Agreement and prior to the Closing (an “Intervening Event”); provided that in no event will the following developments or changes in circumstances constitute an Intervening Event: (x) the receipt, existence, or terms of a Competing Proposal or any matter relating thereto or (y) any change in the price of the Shares or the ADSs (provided that the exception to this clause (y) will not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred), (ii) the Board (acting at the direction of the Special Committee) or the Special Committee has first reasonably determined, in good faith after consultation with its outside legal counsel, that failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, (iii) at least 5 business days have elapsed since the Company has given notice of such Intervening Event Termination to Parent advising that it intends to take such action, which notice will contain information about the Intervening Event in reasonable detail, (iv) during such 5 business day period, the Special Committee has considered in good faith and, if requested by Parent in writing, engaged in good faith discussions with Parent regarding, any revisions to the Merger Agreement proposed in writing by Parent, and (v) the Board (acting at the direction of the Special Committee) or the Special Committee, following such notice period, again has determined in good faith, after consultation with such independent financial advisor and outside legal counsel as the Special Committee considers (in its sole discretion) as appropriate or desirable, that failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law in light of the Intervening Event.

Directors’ and Officers’ Indemnification and Insurance

The Surviving Company will, and Parent will cause the Surviving Company to, for a period of 6 years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such 6 year period has been finally disposed of), honor and fulfill in all respects the obligations of the Company and each of its subsidiaries to the extent permissible under applicable law, the organizational or governing documents of the Company and such subsidiary, in each case, as in effect on the date of the Merger Agreement and any indemnification or other similar agreements in effect on the date thereof (the “Indemnification Agreements”) to the individuals entitled to indemnification, exculpation and/or advancement of expenses under such organizational or governing documents or Indemnification Agreements (including each member of the Special Committee and each other present and former director and officer of the Company, and any individual who becomes a director or officer of the Company or any of its subsidiaries prior to the Effective Time) (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including in connection with the consideration, negotiation and approval of the Merger Agreement and the Transactions.

Parent will, and will cause the Surviving Company to: (i) indemnify and hold harmless each Covered Person against and from any costs or expenses (including attorneys’ fees and reasonable out-of-pocket expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened litigation, suit, claim, action, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such litigation, suit, claim, action, proceeding or investigation arises out of or pertains to, in whole or in part: (A) the fact that a Covered Person is or was a director, officer or employee of the Company or any of its subsidiaries or any of their respective predecessors or is or was serving at the request of the Company or any of its subsidiaries or any of their respective predecessors as an officer, director, employee, fiduciary or agent of another enterprise, (B) any action or omission or alleged action or omission in such Covered Person’s capacity as such or other fiduciary in the Company or any of its subsidiaries at or prior to the Effective Time, or (C) the Merger Agreement and any of the Transactions; and (ii) pay in advance of the final disposition of any such litigation, suit, claim, action, proceeding or investigation the expenses (including attorneys’ fees and reasonable out-of-pocket expenses) of any Covered Person. Parent and the Surviving Company (x) will not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); (y) will not have any obligation under the Merger Agreement to any Covered Person to the extent that a court of competent jurisdiction determines in a final and non-appealable order that such indemnification is prohibited by applicable law, in which case the Covered Person will promptly refund to Parent or the Surviving Company the amount of all such expenses theretofore advanced pursuant thereto (unless such court orders otherwise); and (z) will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any litigation, suit, claim, action, proceeding or investigation of a Covered Person for which indemnification may be sought unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such litigation, suit, claim, action, proceeding or investigation and does not include any admission of liability with respect to such Covered Person or such Covered Person consents in writing.

The organizational and governing documents of the Surviving Company will contain provisions no less favorable to the intended beneficiaries with respect to exculpation and indemnification of liability and advancement of expenses than are set forth in the organizational and governing documents of the Company as in effect on the date of the Merger Agreement, and the Surviving Company will, and Parent will cause the Surviving Company to, procure that such provisions not be amended, repealed or otherwise modified for a period of 6 years from the Effective Time in any manner, unless such modification is required by applicable law. From and after the Effective Time, any agreement of any Covered Person with the Company or any of its subsidiaries regarding exculpation or indemnification of liability or advancement of expenses will be assumed by the Surviving Company, will survive the Merger and will continue in full force and effect in accordance with its terms.

For a period of 6 years after the Effective Time (and until such later date as of which any matter covered hereby commenced during such 6 year period has been finally disposed of), Parent will cause to be maintained in effect the current policies of directors’ and officers’ liability insurance (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous with respect to claims arising from or related to facts or events which occurred at or before the Effective Time); provided that Parent is not obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date of the Merger Agreement by the Company for such insurance (such 300% amount, the “Base Premium”); provided, further, that if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, Parent will maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, that if the Company in its sole discretion elects, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company may purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of 6 years from and after the Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage will have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects will be no less advantageous than such existing coverage); provided, further, that the annual premium may not exceed the Base Premium.

Certain Additional Covenants

The Merger Agreement also contains covenants of the Company, on the one hand, and Merger Sub and Parent, on the other hand, relating to, among other matters:

Conditions to the Merger

The respective obligations of the Company, Merger Sub and Parent to effect the Merger are subject to the satisfaction on or prior to the date of the Closing of the following conditions (any or all of which may be waived in whole or in part by Parent, Merger Sub and the Company (at the direction of the Special Committee), as the case may be, to the extent permitted by applicable law and the Merger Agreement):

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver (in writing) by Parent on or prior to the closing date of each of the following additional conditions:

The obligations of the Company to effect the Merger are also subject to the satisfaction or waiver (in writing) by the Company on or prior to the closing date of each of the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Transactions may be abandoned only at any time prior to the Effective Time and only as follows:

Termination Fees

In the event that the Merger Agreement is terminated by (i) Parent in the case of a breach by the Company that would result in the closing conditions regarding accuracy of the Company’s representations and warranties or compliance with covenants not being satisfied; (ii) Parent if the Board or the Special Committee has effected a Change in Recommendation (other than a Change in Recommendation relating to an Intervening Event); (iii) the Company in response to a Competing Proposal, provided that, substantially concurrently with or immediately after such termination of the Merger Agreement, the Company enters into an Alternative Acquisition Agreement; or (iv) the Company as a result of an Intervening Event Termination, the Company will pay, or cause to be paid, to Parent or one or more of its designees an amount in cash equal to $1,000,000 (the “Company Termination Fee”).

In the event that the Merger Agreement is terminated by the Company (i) in the case of a breach by Parent or Merger Sub that would result in the closing conditions regarding accuracy of Parent and Merger Sub’s representations and warranties or compliance with covenants not being satisfied, Parent will pay or cause to be paid, to Company or one or more of its designees, an amount in cash equal to $2,000,000, (ii) in the event the Company terminates the Merger Agreement upon a Parent Failure to Close Termination Event and notifies Parent in writing that it elects not to seek specific performance, Parent will pay or cause to be paid, to Company or one or more of its designees, an amount in cash equal to $2,500,000 (the amount payable pursuant to clauses (i) and (ii), as applicable, the “Parent Termination Fee”)

All expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such expenses, except that, if the Company fails to pay the Company Termination Fee, or Parent fails to pay the Parent Termination Fee, when due and in accordance with the Merger Agreement, the Company or Parent, as the case may be, will reimburse the other party for reasonable costs and expenses actually incurred or accrued by the other party (including fees and expenses of counsel) in connection with the related collection and enforcement, together with interest on such unpaid Company Termination Fee or Parent Termination Fee.

Amendment

The Merger Agreement may be amended, modified and supplemented, by written agreement of Parent, Merger Sub and the Company (acting at the direction of the Special Committee). The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the Company, Merger Sub and Parent.

Remedies and Limitations on Liability

The parties to the Merger Agreement may be entitled to specific performance of the terms and provisions of the Merger Agreement, including the parties’ obligations to consummate the Merger, and to seek an injunction or injunctions to prevent breaches of the Merger Agreement by the other parties and, in the case of the Company (acting upon the direction of the Special Committee), to seek an injunction or injunctions, specific performance or other equitable relief to enforce Parent’s and/or Merger Sub’s obligations to consummate the Closing, in addition to any other remedy available at law or in equity.

Other than rights of specific performance that Parent may be entitled to, in the event that the Company fails to effect the Closing or otherwise breaches the Merger Agreement or fails to perform thereunder, in each case other than as a result of fraud or willful breach of the Company, then Parent’s right to terminate the Merger Agreement and receive the Company Termination Fee and, if applicable, certain reimbursement and interest in connection with collection of the Company Termination Fee will be the sole and exclusive remedy of Parent and Merger Sub for any loss or damage suffered as a result of any such breach or failure to perform or other failure of the Merger to be consummated.

Other than rights of specific performance that the Company may be entitled to, in the event that Parent or Merger Sub fails to effect the Closing or otherwise breaches the Merger Agreement or fails to perform thereunder, in each case other than as a result of fraud or willful breach of Parent or Merger Sub, then the Company’s right to terminate the Merger Agreement and receive the Parent Termination Fee and the guarantee of such obligations pursuant to the Limited Guarantees, and, if applicable, to receive certain reimbursement and interest in connection with collection of the Parent Termination Fee, will be the sole and exclusive remedies of the Company or any of its subsidiaries for any loss or damage suffered as a result of any such breach or failure to perform or other failure of the Merger to be consummated.

Subscription Agreement

Pursuant to the subscription agreement entered into by and among Parent and the Sponsors, dated October 13, 2025 (the “Subscription Agreement”), and attached hereto as Exhibit (d)(2), the Sponsors have agreed, on the terms and subject to the conditions set forth therein, to subscribe for ordinary shares of Parent for an aggregate purchase price of US$14,736,235.70, which will be used to fund the aggregate Merger Consideration and Option Consideration, and all other amounts required to be paid by Parent and Merger Sub in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated by the Merger Agreement, in addition to all related fees and expenses associated therewith. The consummation of the issuance and subscription of ordinary shares of Parent is conditioned upon (i) the satisfaction or due waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger under the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing), and (ii) the substantially simultaneous funding by each Sponsor of its portion of the purchase price; provided that the failure by a Sponsor to funds its portion will not limit Parent or the Company’s ability to enforce the payment obligations of the other Sponsor.

The Subscription Agreement and the Sponsors’ payment obligations thereunder will terminate automatically upon the earlier to occur of (i) the consummation of the issuance and subscription of ordinary shares of Parent under the Subscription Agreement, or (ii) the valid termination of the Merger Agreement in accordance with its terms, except that if any claim or proceeding has been commenced by the Company to seek specific performance of the obligations of Parent and Merger Sub to effect the Closing pursuant to the Merger Agreement, then the Subscription Agreement shall survive until the earlier of (a) the full discharge by Parent and Merger Sub of all their obligations under the Merger Agreement, if a final, non-appealable judgment from a court of competent jurisdiction in respect of such claim or proceeding determines that Parent and Merger Sub are required to fulfill such obligations, or (b) the withdrawal or final dismissal by a court of competent jurisdiction of such claim or proceeding.

The Company is an express third-party beneficiary of the Subscription Agreement, and if the Company has obtained an order of specific performance pursuant to the terms and subject to the conditions in the Merger Agreement, the Company has a right to cause the Sponsors to perform their payment obligations under the Subscription Agreement.

Limited Guarantees

Concurrently with the execution of the Merger Agreement, Mr. Zhou and Mr. Niu each entered into a Limited Guarantee, dated October 13, 2025, attached hereto as Exhibits (d)(3) and (d)(4), respectively, under which Mr. Zhou has guaranteed in favor of the Company 76.85%, and Mr. Niu has guaranteed in favor of the Company 23.15%, of Parent’s obligation to pay (i) the termination fee payable by Parent, if and when required under the Merger Agreement, and (ii) the reimbursement obligations of Parent pursuant to the terms of the Merger Agreement, provided that in no event shall the aggregate liability of Mr. Zhou and Mr. Niu exceed their respective guaranteed percentages of Parent’s obligation. Each Limited Guarantee will terminate on the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms under circumstances in which none of the guaranteed obligations are payable, (c) payment in full of all guaranteed obligations under the Limited Guarantees, and (d) 120 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to pay the termination fee if the Company has not commenced a legal proceeding against Parent or Merger Sub or against Mr. Zhou or Mr. Niu, as applicable, for payment of any guaranteed obligations by such date, provided that if the Company has commenced such legal proceeding by such date, such Limited Guarantee shall terminate upon either (x) a final, non-appealable resolution of such claim and payment of the obligations, if applicable, and (y) a written agreement terminating the Limited Guarantee.

Rollover Agreement

Pursuant to that certain rollover agreement, dated October 13, 2025, by and among Parent, Merger Sub and Sure Brilliant (the “Rollover Agreement”), and attached hereto as Exhibit (d)(5), Sure Brilliant has agreed, subject to the terms and conditions of the Rollover Agreement, to contribute the Shares it holds to Merger Sub prior to the Closing in exchange for newly issued ordinary shares of Parent.

The Company is an express third-party beneficiary of certain provisions of the Rollover Agreement, and is entitled to specific performance of certain terms thereof (in addition to any other available remedy at law or in equity). The consummation of the contribution by Sure Brilliant of the Shares it holds is subject to the satisfaction in full (or waiver) of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger (other than those to be satisfied at the Closing). Subject to the foregoing, the closing of the contribution will take place prior to the Closing. The Rollover Agreement will terminate upon the earlier to occur of (a) the consummation of the closing of the contribution, and (b) the valid termination of the Merger Agreement in accordance with its terms, subject to certain exceptions set forth in the Rollover Agreement.

Ultimate Wise SPA

Pursuant to that certain share transfer agreement, dated October 13, 2025, by and between Ultimate Wise and Merger Sub (the “Ultimate Wise SPA”), and attached hereto as Exhibit (d)(6), Ultimate Wise has agreed, subject to the terms and conditions of the Ultimate Wise SPA, to transfer the Shares it holds to Merger Sub prior to the Closing for nominal value.

The Company is an express third-party beneficiary of certain provisions of the Ultimate Wise SPA, and is entitled to specific performance of certain terms thereof (in addition to any other available remedy at law or in equity). The consummation of the transfer by Ultimate Wise of the Shares it holds is subject to the satisfaction in full (or waiver) of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger (other than those to be satisfied at the Closing). Subject to the foregoing, the closing of the transfer will take place prior to the Closing. The Ultimate Wise SPA will terminate upon the earlier to occur of (a) the consummation of the closing of the transfer, and (b) the valid termination of the Merger Agreement in accordance with its terms, subject to certain exceptions set forth in the Ultimate Wise SPA.

No Shareholder Vote Required to Authorize the Plan of Merger and the Merger

Merger Sub will hold at least 90% of the total voting power in the Company prior to the Effective Time pursuant to the Rollover Agreement and Ultimate Wise SPA, and accordingly the Merger will be a “short-form” merger between a parent company and one of its subsidiary companies (as those terms are defined in the Cayman Islands Companies Act) in accordance with Part XVI and in particular Section 233(7) of the Cayman Islands Companies Act. A “short-form” merger does not require the vote or approval of shareholders of either the Company or Merger Sub if a copy of the Plan of Merger is given to every registered shareholder of the Company unless such shareholder agrees otherwise. Therefore, the shareholders of the Company will not have the opportunity to vote on the Merger.

Dissenters’ or Appraisal Rights

As the Merger will constitute a “short-form” merger pursuant to section 233(7) of the Cayman Islands Cayman Islands Companies Act, no shareholder vote on the Merger will take place.

On March 11, 2025, the Judicial Committee of the Privy Council (the “Court”) delivered a judgment (Changyou.com Limited v Fourworld Global Opportunities Fund Ltd and 7 others (11 March 2025 [2025] UKPC 12) in which the Court determined that Dissent Rights are available in a “short-form” merger notwithstanding the lack of statutory procedure by which such rights might be exercised in the Cayman Islands Companies Act as enacted by holding that Section 238 of the Cayman Islands Companies Act must be “read” as to allow Dissent Rights in a “short-form” merger (the “Judgment”).

To give effect to the right for any Dissenting Shareholder to exercise its Dissent Rights and to seek a fair value appraisal for its Dissenting Shares under Section 238(1) of the Cayman Islands Companies Act:

In line with the procedure set forth above, shareholders who elect to exercise Dissent Rights will have the right to receive payment of the fair value of their Shares in accordance with Section 238 of the Cayman Islands Companies Act if the Merger is consummated, but only if they (i) give to the Company, within 7 days of the date on which the Plan of Merger is given to such shareholder, a Written Objection in accordance with Sections 238(2) and (3) of the Cayman Islands Companies Act, and (ii) deliver a Dissent Notice to the Company in accordance with Section 238(5) of the Cayman Islands Companies Act within 20 days immediately following the date on which such shareholder has received from the Company the Notification of Filing. The fair value of your Shares as determined in accordance with the provisions of Section 238 of the Cayman Islands Companies Act could be more than, the same as, or less than the Merger Consideration you would receive pursuant to the Merger Agreement and Plan of Merger if you do not exercise Dissent Right with respect to your Shares.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO DISSENT FROM THE MERGER AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE CLASS A ORDINARY SHARES UNDERLYING THEIR ADSS. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENT RIGHT WITH RESPECT TO ANY OF THE CLASS A ORDINARY SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENT RIGHTS MUST SURRENDER THEIR ADSS TO THE ADS DEPOSITARY, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELATION OF THE ADSS, AND PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING CLASS A ORDINARY SHARES AND BECOME REGISTERED HOLDERS OF SUCH CLASS A ORDINARY SHARES WITHIN SEVEN DAYS AFTER DELIVERY OF THE PLAN OF MERGER TO THE ADS DEPOSITARY (AS THE REGISTERED HOLDER OF EACH CLASS A ORDINARY SHARE THAT IS REPRESENTED BY ADSS). THEREAFTER, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENT RIGHTS WITH RESPECT TO THE CLASS A ORDINARY SHARES AS SET OUT IN THE MERGER AGREEMENT AND PLAN OF MERGER AND OTHERWISE UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES ACT. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE UNITED STATES AND ADSS WILL CONTINUE TO BE LISTED ON THE NYSE. THE SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY IN THE FORM OF ADSS. AS A RESULT, IF A FORMER ADS HOLDER HAS CONVERTED HIS, HER OR ITS ADSS TO SHARES IN ORDER TO EXERCISE DISSENT RIGHT AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSS, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSS, APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE COMPANY WILL IN ALL CASES CONSIDER THE DATE ON WHICH THE PLAN OF MERGER IS DELIVERED TO THE ADS DEPOSITARY (AS THE REGISTERED HOLDER OF EACH CLASS A ORDINARY SHARE THAT IS REPRESENTED BY ADSS) TO BE THE FIRST DAY OF THE DISSENT PERIOD WITH REGARD TO ALL CLASS A ORDINARY SHARES REPRESENTED BY ADSS. ACCORDINGLY, TO THE EXTENT THAT ANY ADS HOLDER ELECTS TO SURRENDER ITS ADSS TO THE ADS DEPOSITARY SUBSEQUENT TO SUCH PLAN OF MERGER DELIVERY DATE, THE FIRST DAY OF THE DISSENT PERIOD WITH RESPECT TO SUCH CLASS A ORDINARY SHARES SHALL REMAIN THE DATE ON WHICH THE PLAN OF MERGER WAS DELIVERED TO THE ADS DEPOSITARY (AND, FOR SUCH PURPOSES, THE ACTUAL DATE ON WHICH SUCH ADS HOLDER BECOMES THE REGISTERED HOLDER OF THE RELEVANT CLASS A ORDINARY SHARES SHALL BE DISREGARDED).

You must send all notices including the Written Objection and the Dissent Notice to the Company at its executive offices at Suites 6-7 The Turvill Building Old Swiss, 149 Cherry Hinton Road, Cambridge, England, CB1 7BX, United Kingdom. The Company shall acknowledge receipt of any such notices. A notice will not be deemed received until the Company has provided a written confirmation of receipt.

The Written Objection to be delivered to the Company shall include a statement that the shareholder proposes to demand payment for all of his, her or its Shares if the Merger is approved by the shareholders of the Company.

The Dissent Notice to be delivered to the Company shall state (a) the shareholder’s name and address; (b) the number and classes of Shares in respect of which the shareholder dissents; and (c) a demand for payment of the fair value of all of the shareholder’s Shares.

A copy of Section 238 of the Cayman Islands Companies Act is attached to this Transaction Statement as Exhibit (f)(2) for the information of Unaffiliated Security Holders. Unaffiliated Security Holders are urged to seek their own advice on Part XVI of the Cayman Islands Companies Act from a licensed Cayman Islands law firm.

Purposes and Effects of the Merger

The purpose of the Merger is to enable Parent to acquire direct ownership of all of the outstanding equity capital in the Company which Parent does not beneficially own following completion of the transactions contemplated under the Rollover Agreement and Ultimate Wise SPA, and to cause the holders of Shares (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) and ADSs (other than ADSs representing the Excluded Shares) to be cashed out and obtain immediate liquidity. Parent will enjoy any future earnings and growth of the Company and bear the burden of any future losses of the Company. See “Special Factors — Reasons for the Merger and Position of the Special Committee and the Board,” “Special Factors — Buyer Group’s Purposes and Reasons for the Merger,” and “Item 6 — Purposes of the Transaction and Plans or Proposals” for additional information.

ADSs are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “BEDU.” Following the Effective Time, the Company will cease to be a publicly traded company and will instead be directly wholly owned by Parent. Following the completion of the Merger, the ADS program will terminate and ADSs will be de-listed from the NYSE. In addition, registration of ADSs and the underlying Shares under the Exchange Act will be terminated 90 days after the filing of Form 15 by the Company in connection with the completion of the Merger or such shorter period as may be determined by the SEC. Accordingly, the Company will no longer be required to file periodic reports with the SEC. See “Special Factors — Effects of the Merger on the Company” for additional information.

Plans for the Company After the Merger

Following the completion of the Merger, Parent will own 100% of the equity interests in the Surviving Company. The Buyer Group anticipates that the Surviving Company will continue to conduct its operations substantially as they are currently being conducted, except that it will cease to be a publicly traded company and will instead be a direct wholly owned subsidiary of Parent.

Following the completion of the Merger and the anticipated deregistration of the ADSs, the Surviving Company will no longer be subject to the Exchange Act or the compliance and reporting requirements of the NYSE, the related direct and indirect costs and expenses and may experience positive effects on profitability as a result of elimination of such costs and expenses.

Recommendation of the Special Committee to the Board

The Special Committee, after evaluating the proposed terms of the Merger and the related transactions with the assistance of independent financial and legal advisors, unanimously determined that the Merger Agreement and the Plan of Merger are fair to and in the best interests of the Company and Unaffiliated Security Holders, and unanimously determined that it is advisable for the Company to enter into the Merger Agreement and the Plan of Merger and consummate the transactions contemplated thereby and recommended that the Board authorize and approve the Merger Agreement and the Plan of Merger, the execution and delivery of which will be conclusive evidence of such approval, and the consummation of the transactions contemplated thereby, including the Merger. The Board (other than Mr. Zhou and Ms. Shuting Zhou who recused themselves from the Board meeting), acting on the unanimous recommendation of the Special Committee, determined that Merger Agreement and the Plan of Merger are fair to and in the best interests of the Company and Unaffiliated Security Holders and authorized and directed the execution, delivery, and performance of the Merger Agreement and the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.

For a detailed discussion of the material factors considered (a) by the Special Committee in determining that the Merger Agreement and the Plan of Merger are fair to and in the best interests of the Company and Unaffiliated Security Holders and in recommending that the Board authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the transactions contemplated thereby, including the Merger and (b) by the Board (other than Mr. Zhou and Ms. Shuting Zhou who recused themselves from the Board meeting) in determining on behalf of the Company that the Merger Agreement and the Plan of Merger are fair to and in the best interests of the Company and Unaffiliated Security Holders and in authorizing and directing the execution, delivery, and performance of the Merger Agreement and the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger, please see “Special Factors — Reasons for the Merger and Position of the Special Committee and the Board” and “Special Factors — Primary Benefits and Detriments of the Merger.”

Position of the Buyer Group as to Fairness

Each member of the Buyer Group believes that the Merger is substantively and procedurally fair to Unaffiliated Security Holders. The belief is based upon the factors discussed under the caption “Special Factors — Position of the Buyer Group as to the Fairness of the Merger.” Members of the Buyer Group are making this statement solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

Financing of the Merger

The Company and the Buyer Group estimate that the total amount of funds necessary to complete the transactions contemplated by the Merger Agreement, including (i) the cash payment of the Merger Consideration to the holders of the Shares (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) and holders of the ADSs (other than ADSs representing the Excluded Shares), (ii) the cash payment of the Option Consideration to the eligible holders of Company Options, and (iii) payment of fees and expenses in connection with the Merger, is anticipated to be approximately US$17.2 million, assuming no exercise of Dissent Rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Group did not consider the value of the Excluded Shares, which will be cancelled for no consideration pursuant to the Merger Agreement. The Buyer Group expects to fund this amount through cash contributions from the Sponsors of approximately US$14.74 million as contemplated by the Subscription Agreement, and payment by the Surviving Company and the Buyer Group of the fees and expenses incurred in connection with the Merger.

Opinion of the Special Committee’s Financial Advisor

The Special Committee retained Duff & Phelps to act as its financial advisor in connection with the Merger. On October 13, 2025, Duff & Phelps orally rendered to the Special Committee its opinion (which was subsequently confirmed in writing by delivery on the same date of Duff & Phelps’s written opinion addressed to the Special Committee) as to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the holders of the Shares (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) pursuant to the Merger Agreement and the Plan of Merger, as of the date of such opinion, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Duff & Phelps in preparing its opinion. See “Special Factors — Opinion of the Special Committee’s Financial Advisor.”

Share Ownership of the Company’s Directors and Executive Officers

The directors and executive officers of the Company beneficially owned an aggregate of 3,960,036 Shares (including Shares represented by ADSs and Shares that the person has the right to acquire within 60 days) as of the date of this Transaction Statement, representing 3.34% of the Company’s total outstanding Shares. See “Special Factors — Interests of Certain Persons in the Merger” and “Security Ownership of Certain Beneficial Owners and Management of the Company.”

Interests of the Company’s Directors and Executive Officers in the Merger

Aside from their interests as the shareholders of the Company, the Company’s directors and executive officers (including Mr. Zhou and Mr. Niu, who are members of the Buyer Group) have interests in the transactions contemplated in the Merger Agreement, including the Merger, that are different from the interests of Unaffiliated Security Holders. These interests include:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions with respect to the Merger Agreement, the Plan of Merger, and related matters. Prior to the execution of the Merger Agreement, there have been no discussions with the Company’s directors and executive officers (other than members of Special Committee) with respect to their compensation in connection with the Transactions or employment with the Surviving Company. See “Special Factors — Interests of Certain Persons in the Merger.”

Material U.S. Federal Income Tax Consequences

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. See “Special Factors — Material U.S. Federal Income Tax Consequences.” The tax consequences of the Merger to a holder of the Shares or ADSs will depend upon that holder’s particular circumstances. Holders of the Shares or ADSs should consult their own tax advisors for a full understanding of the U.S. federal, state, local, foreign and other tax consequences of the Merger to them.

PRC Tax Consequences

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law or that the gain recognized on the receipt of cash for Shares or ADSs should otherwise be subject to PRC tax to holders of such Shares or ADSs that are not PRC residents. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gain recognized on the receipt of cash for Shares or ADSs pursuant to the Merger by holders of Shares or ADSs who are not PRC residents could be treated as PRC-source income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, even in the event that the Company is not considered a resident enterprise, gain recognized on the receipt of cash for Shares or ADSs will be subject to PRC tax if the holders of such Shares or ADSs are PRC residents. Shareholders should consult their own tax advisor for a full understanding of the tax consequences of the Merger to them, including any PRC tax consequences. See “Special Factors — PRC Tax Consequences.”

Cayman Islands Tax Consequences

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for the Shares or ADSs under the terms of the Merger. This is subject to the qualification that (i) Cayman Islands stamp duty may be payable if any original transaction documents are brought into or executed in or produced before a court in the Cayman Islands (for example, for enforcement); (ii) registration fees will be payable to the Registrar of Companies of the Cayman Islands to register the Plan of Merger; and (iii) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette. See “Special Factors — Cayman Islands Tax Consequences.”

Regulatory Matters

The Company and the Buyer Group do not believe that any material regulatory approvals, filings, or notices are required in connection with the Merger other than (i) the filings and notices required under the U.S. federal securities laws, (ii) the provision of the Plan of Merger to each registered shareholder of the Company as set out in the Merger Agreement and Plan of Merger and, in any event, at least 20 days prior to the Effective Time, (iii) the registration of the Plan of Merger and supporting documentation as specified in the Cayman Islands Companies Act with the Registrar of Companies of the Cayman Islands, (iv) the provision of a copy of the certificate of merger to the shareholders and creditors of each of the Company and Merger Sub, and (v) notification of the Merger being published in the Cayman Islands Government Gazette.

Litigation Related to the Merger

The Company and the Buyer Group are not aware of any legal proceedings challenging the Merger Agreement, the Plan of Merger, the Merger, or any of the related transactions.

Accounting Treatment of the Merger

Upon the completion of the Merger, the Company will no longer be a publicly traded company. The Merger is expected to be accounted for as a business combination in accordance with Accounting Standards Codification 805 “Business Combinations.”

Market Price of ADSs

On May 23, 2025, the last trading day prior to the Company’s receipt of the Proposal (as defined below) on May 26, 2025, the reported closing price of ADSs on the NYSE was US$1.56. The merger consideration of US$2.30 per ADS or US$0.575 per Share represents a premium of 47.4% over the closing price of US$1.56 per ADS on May 23, 2025 and premiums of approximately 39.4% and 35.9% to the volume-weighted average trading price of the ADSs during the last 30 days and 60 days, respectively, prior to and including May 23, 2025.

Fees and Expenses

All fees and expenses incurred in connection with the Merger Agreement, the Merger, and the related transactions will be paid by the party incurring such expenses whether or not the Merger is completed. See “Special Factors — Fees and Expenses.”

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers address briefly some questions Unaffiliated Security Holders may have regarding the Merger. These questions and answers may not address all questions that may be important to Unaffiliated Security Holders as holders of the Shares or ADSs. See the more detailed information contained elsewhere in this Transaction Statement and the documents referred to or incorporated by reference in this Transaction Statement.

Q: What is the Merger?

Q: What consideration will I be entitled to receive in the Merger?

Each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) will be cancelled in exchange for the right to receive the Per Share Merger Consideration of US$0.575 in cash per Share without interest and net of any applicable withholding taxes (subject to the Consideration Adjustment).

The Dissenting Shares will be cancelled and cease to exist at the Effective Time in accordance with Section 238(7) of the Cayman Islands Companies Act, and the holders of such Dissenting Shares will be entitled to receive only the payment of the fair value of their Dissenting Shares as determined by the court in accordance with the provisions of Section 238 of the Cayman Islands Companies Act.

See “Special Factors — Material U.S. Federal Income Tax Consequences,” “Special Factors — PRC Tax Consequences,” and “Special Factors — Cayman Islands Tax Consequences” for a description of the tax consequences of the Merger. Unaffiliated Security Holders should consult their own tax advisors for a full understanding of how the Merger will affect their U.S. federal, state, and local and PRC and other non-U.S taxes.

The Per ADS Merger Consideration may be subject to backup withholding taxes if the ADS Depositary has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9.

If your ADSs are held in “street name” by your broker, bank or other nominee, you will not be required to take any action to receive the merger consideration for your ADSs as the ADS Depositary will arrange for the surrender of the ADSs and the remittance of the Per ADS Merger Consideration (net of any expenses, applicable ADS Depositary fees pursuant to the terms of the Deposit Agreement, any applicable withholding taxes and other governmental charge) to DTC (the clearance and settlement system for the ADSs) for distribution to your broker, bank or other nominee on your behalf. If you have any questions concerning the receipt of the Per ADS Merger Consideration, please contact your broker, bank or other nominee.

Q: How will the Company Options be treated in the Merger?

Q: When do you expect the Merger to be completed?

Q: Am I entitled to Dissent Right?

ADS holders will not have the right to dissent from the Merger and receive payment of the fair value of the Class A Ordinary Shares underlying their ADSs. The ADS depositary will not exercise or attempt to exercise any Dissent Right with respect to any of the Class A Ordinary Shares that it holds, even if an ADS holder requests the ADS depositary to do so. ADS holders wishing to exercise Dissent Rights must surrender their ADSs to the ADS depositary, pay the ADS depositary’s fees required for such surrender, provide instructions for the registration of the corresponding Class A Ordinary Shares and become registered holders of such Class A Ordinary Shares within 7 days after delivery of the Plan of Merger to the ADS depositary (as the registered holder of each Class A Ordinary Share that is represented by ADSs). Thereafter, such former ADS holders must comply with the procedures and requirements for exercising Dissent Rights with respect to the Shares as set out in the Merger Agreement and the Plan of Merger and otherwise under Section 238 of the Cayman Islands Companies Act.

We encourage you to read the section of this Transaction Statement entitled “Dissent Right” as well as “Exhibit (f)(2) — Section 238 of the Cayman Islands Companies Act” to this Transaction Statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your Dissent Right.

SPECIAL FACTORS

Background of the Merger

Most of the events leading to the execution of the Merger Agreement described in this “Background of the Merger” occurred in the PRC. As a result, all dates and times referenced in this Background of the Merger refer to Beijing Time.

The Board and senior management of the Company periodically review the Company’s long-term strategic plans with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management have, from time to time, considered strategic alternatives that may be available to the Company.

In April 2025, the Buyer Group held a number of preliminary discussions to explore the feasibility of a possible going-private transaction of the Company.

On April 17, 2025, the Buyer Group approached King & Wood Mallesons LLP (“KWM”), and discussed with KWM generally about the going-private transaction process, and shortly thereafter, formally engaged KWM as their U.S. legal counsel.

On May 9, 2025, KWM prepared an initial draft of a preliminary non-binding proposal letter for the Buyer Group.

Between May 10, 2025 and May 25, 2025, the Buyer Group engaged in discussions with KWM regarding the preliminary non-binding proposal letter.

On May 26, 2025, the Buyer Group submitted a preliminary non-binding proposal letter (the “Proposal”) to the Board, proposing to acquire all outstanding Class A Ordinary Shares of the Company, including Class A Ordinary Shares represented by ADSs, that are not already beneficially owned by the Buyer Group in a going-private transaction for US$0.50 in cash per Share and US$2.00 in cash per ADS (the “Proposed Transaction”). In the Proposal, the Buyer Group noted that they were interested only in pursuing the Proposed Transaction and did not intend to sell their Shares to any third party. The Buyer Group also noted that they intended to finance the Proposed Transaction with equity and/or debt capital.

On May 28, 2025, the Board convened a meeting via video conference to discuss the Proposal. During the meeting, the attending directors discussed the various qualifications of the directors of the Company to serve on a special committee of the Board to evaluate the Proposal. After the discussion, the Board determined that it was in the best interests of the Company to establish a special committee of independent directors (the “Special Committee”) and thus passed a resolution establishing the Special Committee to consider the Proposal, consisting of two independent directors, Mr. Jun Zhao and Mr. Meng Rui, with Mr. Jun Zhao serving as the chairman of the Special Committee. The Board then granted the Special Committee the full power and authority to, among other things, (i) formulate, establish, oversee and direct a process for the identification, solicitation, evaluation and negotiation of the Proposed Transaction or any alternative transaction, including, without limitation, whether to pursue the Proposed Transaction or solicit and pursue any alternative transaction and, if so, what steps to take, (ii) evaluate and negotiate the terms of any proposed definitive or other agreements in respect of the Proposed Transaction or any alternative transaction, (iii) communicate with relevant parties in respect of the Proposed Transaction or any alternative transaction, (iv) make recommendations to the Board in respect of the Proposed Transaction or any alternative transaction, including, without limitation, any recommendation to not proceed with or to recommend that the Company reject the Proposed Transaction or any alternative transaction, (v) make recommendations to the Board that the Board take other actions or consider other matters that the Special Committee deems necessary or appropriate with respect to the Proposed Transaction, any alternative transaction, or the rejection thereof, and (vi) retain, in its sole discretion, such financial, legal and other advisors, consultants or experts as the Special Committee deems necessary or appropriate to assist the Special Committee in exercising its power and authority.

Later on the same date, the Company issued a press release announcing its receipt of the Proposal, and furnished the press release as an exhibit to its current report on Form 6-K with the SEC.

On the same date, Parent, Ultimate Wise, Noble Pride, Yeung Family Trust, TMF Trust, Mr. Zhou and Mr. Niu jointly filed a Schedule 13D with the SEC, and Ms. Huiyan Yang and Sure Brilliant jointly filed an amendment to their Schedule 13D with the SEC, each in connection with the Proposal.

On June 4, 2025, the Company issued a press release announcing the establishment of the Special Committee, and furnished the press release as an exhibit to its current report on Form 6-K with the SEC.

From late May to mid-June 2025, the Special Committee considered proposals from and conducted interviews with multiple investment banks and law firms that had expressed interest in being considered for the roles of the financial advisor and the legal counsel to the Special Committee, respectively. After due consideration of the qualifications, experience, reputation and other characteristics of each financial advisor candidate and each legal counsel candidate, the Special Committee retained Duff & Phelps as its financial advisor and Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel, to assist the Special Committee in evaluating and negotiating the Proposed Transaction or any alternative transaction.

On June 20, 2025, the Company issued a press release announcing the Special Committee’s retention of Duff & Phelps as its financial advisor and Gibson Dunn as its legal counsel, and furnished the press release as an exhibit to its current report on Form 6-K with the SEC.

On June 23, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. The Special Committee discussed with representatives of Duff & Phelps and Gibson Dunn the action items for the upcoming week, and authorized Duff & Phelps to conduct financial due diligence on the Company. Representatives of Gibson Dunn explained to the members of the Special Committee the general process of going-private transactions and the directors’ fiduciary duties to the Company and its shareholders. Members of the Special Committee asked various questions on these topics, to which representatives of Gibson Dunn responded. Members of the Special Committee confirmed that none of them had any conflict of interest with respect to the Proposed Transaction, including with respect to any members of the Buyer Group, and committed that each of them would act in the best interests of the Company and the Unaffiliated Security Holders in connection with their evaluation of the Proposed Transaction. Duff & Phelps then walked the members of the Special Committee through its work plan. The Special Committee asked various questions regarding Duff & Phelps’s work plan, to which Duff & Phelps responded.

On June 24, 2025, the Board passed unanimous written resolutions to approve and adopt the Special Committee Charter, which documented, among other things, the authority, responsibilities, duties, compensation, reimbursement and indemnification of the Special Committee members.

On June 26, 2025, KWM sent an initial draft of the Merger Agreement to Gibson Dunn, along with a chart showing the transaction structure contemplated in the Merger Agreement. The initial draft of the Merger Agreement contemplated that the Merger would be consummated as a short-form merger, and provided, among other things, that the Proposed Transaction would be financed with equity capital from members of the Buyer Group. The initial draft of the Merger Agreement also set out the parties’ termination rights and the corresponding termination fees, including provisions requiring the Company or Parent to pay a termination fee equal to 2% of the estimated total Merger Consideration upon certain termination events.

On June 29, 2025, Gibson Dunn provided the Special Committee with an issues list identifying the key issues in KWM’s initial draft of the Merger Agreement received on June 26, 2025.

On June 30, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Duff & Phelps first provided a verbal update on its financial due diligence on the Company. Members of the Special Committee asked questions about the financial due diligence, to which representatives of Duff & Phelps provided responses. After representatives of Duff & Phelps exited the meeting and at the request of the Special Committee, Gibson Dunn walked the Special Committee through the list of key issues identified by Gibson Dunn in the initial draft of the Merger Agreement. Members of the Special Committee asked various questions regarding these issues and next steps, to which representatives of Gibson Dunn responded.

On July 7, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Duff & Phelps verbally updated the Special Committee on the progress of its financial due diligence. Members of the Special Committee and representatives of Gibson Dunn asked various questions regarding the due diligence, to which Duff & Phelps responded. Duff & Phelps and Gibson Dunn next explained to the Special Committee the general market practices regarding issues identified by Gibson Dunn in the initial draft of the Merger Agreement. Members of the Special Committee asked various questions about these market practices, to which representatives of Duff & Phelps and Gibson Dunn responded. Following these discussions, the Special Committee directed Gibson Dunn to incorporate the points discussed into its markup of the Merger Agreement and to share the markup with KWM.

Following the Special Committee meeting, on the same date, Gibson Dunn provided KWM with a markup of the initial draft of the Merger Agreement, which reflected discussions with the Special Committee. The markup included, among other things, (i) the incorporation of certain materiality and other qualifiers to the Company’s representations, warranties and covenants that are customary for similar transactions, subject to the Company’s continuing review, (ii) a full set of representations and warranties to be given by Parent and Merger Sub, (iii) the Company’s termination rights in the event Parent and Merger Sub fail to close after the applicable closing conditions have been satisfied or waived and a grace period has elapsed, or when an Intervening Event occurs, and (iv) a note that the purchase price was pending subject to commercial negotiation.

On July 21, 2025, KWM sent an initial draft of the Ultimate Wise SPA to Gibson Dunn.

On July 24, 2025, Gibson Dunn returned comments on the initial draft of the Ultimate Wise SPA to KWM.

On July 29, 2025, KWM circulated an initial draft of the Rollover Agreement to Gibson Dunn.

On July 31, 2025, Gibson Dunn provided KWM with a markup of the initial draft of the Rollover Agreement.

On August 7, 2025, Duff & Phelps received a preliminary, non-binding proposal from Mr. Ronald Packard (“Mr. Packard”), addressed to the Board and dated July 28, 2025, to acquire all outstanding Class A Ordinary Shares, including Class A Ordinary Share represented by ADSs, at a purchase price of US$0.60 per Share, or US$2.40 per ADS (the “Second Proposal”). In the Second Proposal, Mr. Packard noted that his proposal was conditioned on acquiring at least 51% of the Shares of the Company and he intended to finance the contemplated transaction with a combination of equity capital from him and/or affiliated entities, and, if appropriate, third-party debt financing.

Later on the same date, Duff & Phelps forwarded the Second Proposal to all members of the Special Committee and Gibson Dunn.

On August 11, 2025, KWM sent initial drafts of the Subscription Agreement and the Limited Guarantees to Gibson Dunn.

On August 12, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn discussed the indicative terms of the Second Proposal and certain matters in the Second Proposal that would require clarifications and further information from Mr. Packard. Members of the Special Committee asked various questions about the Second Proposal, to which representatives of Duff & Phelps and Gibson Dunn responded. Following these discussions, the Special Committee directed Duff & Phelps and Gibson Dunn to check with the Buyer Group whether the Buyer Group may choose to sell any of their Shares in light of the indicated 20% premium in the Second Proposal, and to engage with Mr. Packard to seek clarifications and further information regarding the Second Proposal. Representatives of Gibson Dunn and Duff & Phelps then verbally updated the Special Committee on the progress of various Transaction Documents and the status of financial due diligence.

Later on the same date, Gibson Dunn sent an email to KWM inquiring whether the Buyer Group was interested in selling their Shares in light of the indicated 20% premium in the Second Proposal, and if so, the number of Shares the Buyer Group intended to sell. KWM responded in an email on the same date that the Buyer Group would not sell their Shares to any third party. See “Security Ownership of Certain Beneficial Owners and Management of the Company” of this Transaction Statement regarding the Buyer Group’s beneficial ownership in the Company for additional information.

On August 13, 2025, Duff & Phelps sent an email on behalf of the Special Committee to Mr. Packard, confirming receipt of the Second Proposal and requesting clarification and further information regarding various aspects of the Second Proposal, including, without limitation, Mr. Packard’s intentions, the Buyer Group’s willingness to sell, details of the financing plan, and the required regulatory and other approvals.

On August 15, 2025, Gibson Dunn provided markups of the initial drafts of the Subscription Agreement and the Limited Guarantees to KWM.

On August 19, 2025, Duff & Phelps received an email response from Mr. Packard, in which he expressed his intention to acquire control of the Company and requested a meeting with the controlling shareholders of the Company.

On August 25, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn discussed the response provided by Mr. Packard on August 19, 2025. Members of the Special Committee asked various questions about the Second Proposal and Mr. Packard’s response, to which representatives of Duff & Phelps and Gibson Dunn responded. Following these discussions, the Special Committee directed Duff & Phelps and Gibson Dunn to respond to Mr. Packard and conduct further evaluation of the Second Proposal.

On August 26, 2025, Duff & Phelps sent an email on behalf of the Special Committee to Mr. Packard, providing him with the contact information of the Buyer Group’s legal counsel to facilitate direct discussions between Mr. Packard and the Buyer Group.

On September 1, 2025, Mr. Packard reached out to KWM requesting for a meeting or a call with the Buyer Group regarding his offer to purchase the Shares held by the Buyer Group.

Later on the same date, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn discussed the next steps regarding the Second Proposal. Duff & Phelps then provided a verbal update on the status of its financial due diligence and evaluation of the Second Proposal. Members of the Special Committee asked various questions about these matters, to which representatives of Duff & Phelps responded.

On September 2, 2025, KWM responded to Mr. Packard that the Buyer Group was only interested in the Proposed Transaction and was not interested in selling their Shares to any third party; therefore, a meeting or call between Mr. Packard and the Buyer Group was not necessary.

On September 4, 2025, Duff & Phelps sent a follow-up email on behalf of the Special Committee to Mr. Packard. On the same date, Mr. Packard provided an email response, indicating that he was attempting to arrange a call with the Buyer Group.

Later on the same date, Mr. Packard sent a follow-up email to KWM, requesting for a call with the Buyer Group, which the Buyer Group didn’t engage.

On September 10, 2025, Mr. Packard sent an email inquiry to Duff & Phelps regarding access to certain historic information, to which Duff & Phelps responded on the same date.

On September 22, 2025, KWM circulated revised drafts of the Merger Agreement and other Transaction Documents to Gibson Dunn. The revised draft of the Merger Agreement reflected, among other things, the Buyer Group’s positions (i) that any superior proposal must have fully-committed and non-contingent financing, (ii) that the obligation of Parent and Merger Sub to consummate the Proposed Transaction shall be conditioned on Dissenting Share representing no more than a specified percentage of the Shares, (iii) that the “company termination fee” and “parent termination fee” be set at 2% and 3% of the Merger Consideration respectively, rather than based on the equity value of the Company, and (iv) that Parent should be entitled to terminate the Merger Agreement if the Company fails to close after the applicable closing conditions have been satisfied or waived and a grace period has elapsed.

Between September 22, 2025 and September 24, 2025, representatives of Gibson Dunn and KWM discussed certain terms of the revised drafts of the Merger Agreement and other Transaction Documents, including the closing condition relating to the percentage of Dissenting Shares, the amounts of “company termination fee” and “parent termination fee,” and Parent’s termination rights under the Merger Agreement, and the third-party beneficiary and termination provisions in the Ultimate Wise SPA, the Rollover Agreement and the Subscription Agreement.

On September 24, 2025, Gibson Dunn provided to the Special Committee an issues list covering the key issues in KWM’s revised draft of the Merger Agreement received on September 22, 2025.

Later on the same date, Gibson Dun sent markups of the revised drafts of the Ultimate Wise SPA, the Rollover Agreement, the Subscription Agreement and the Limited Guarantees (collectively, the “Ancillary Documents”) to KWM.

On September 25, 2025, Mr. Packard sent an email to Duff & Phelps regarding the indicated interest of a purported shareholder group, represented by him, in potential transactions involving the Company, among other things.

On September 27, 2025, the Company’s management provided Duff & Phelps with financial projections for the years ending August 31, 2025 through August 31, 2030.

On September 28, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. At the request of the Special Committee, Duff & Phelps reviewed the financial projections it received from the management of the Company with the members of the Special Committee. Members of the Special Committee asked various questions regarding the projections, which representatives of Duff & Phelps answered. Following these discussions, the Special Committee instructed Duff & Phelps to conduct a valuation analysis based on the projections provided by the Company. Members of the Special Committee and representatives of Gibson Dunn and Duff & Phelps next discussed the logistics and next steps of the Proposed Transaction. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn also discussed the email that Duff & Phelps received from Mr. Packard on September 25, 2025. Members of the Special Committee asked various questions regarding Mr. Packard’s email and potential responses thereto, to which representatives of Duff & Phelps and Gibson Dunn provided responses. Following these discussions, the Special Committee directed Duff & Phelps to provide a response to Mr. Packard on behalf of the Special Committee. At the request of the Special Committee, Gibson Dunn walked the Special Committee through the list of key issues identified by Gibson Dunn in KWM’s revised draft of the Merger Agreement. Members of the Special Committee asked various questions regarding these issues, to which representatives of Gibson Dunn responded. The Special Committee further instructed Gibson Dunn to incorporate the points discussed into its markup of the revised draft of the Merger Agreement and to share the markup with KWM. The Special Committee also directed Gibson Dunn to commence price negotiations with KWM and request a higher price capitalizing on the higher indicative offer price received from Mr. Packard.

On September 29, 2025, Duff & Phelps sent an email on behalf of the Special Committee to Mr. Packard, requesting him to submit a concrete proposal with satisfactory evidence of financing, identify the members of the purported shareholder group he represented, and provide feedback on his communications with the Buyer Group.

Later on the same date, Gibson Dunn circulated a markup of the revised draft of the Merger Agreement and conveyed the Special Committee’s request for an increase in the Buyer Group’s proposed purchase price to KWM via email.

On October 3, 2025, KWM informed Gibson Dunn via email that the Buyer Group was willing to increase the purchase price to US$0.525 per Class A Ordinary Share, or US$2.10 per ADS. Gibson Dunn relayed this message to the Special Committee and Duff & Phelps on the same date.

On October 4, 2025, KWM provided Gibson Dunn with further revised drafts of the Merger Agreement, the Rollover Agreement, the Ultimate Wise SPA and the Subscription Agreement. Among other things, the revised draft of the Merger Agreement proposed a US$500,000 “company termination fee” and a US$1,000,000 “parent termination fee.”

On October 6, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Duff & Phelps provided the Special Committee with a verbal update on the status of its valuation analysis. Members of the Special Committee asked questions regarding the valuation analysis, which representatives of Duff & Phelps answered. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn then discussed the email received by Gibson Dunn on October 3, 2025 from KWM to increase the purchase price to US$0.525 per Class A Ordinary Share, or US$2.10 per ADS. Members of the Special Committee asked various questions regarding the price increase, to which representatives of Duff & Phelps and Gibson Dunn provided responses. Following these discussions, the Special Committee directed Gibson Dunn to request a higher price in view of recent stock price movement and Mr. Packard’s indication of interest. Members of the Special Committee and representatives of Gibson Dunn next discussed the outstanding issues in the revised drafts of the Transaction Documents received by Gibson Dunn from KWM on October 4, 2025. Following these discussions, the Special Committee instructed Gibson Dunn to incorporate the points discussed into its markups of the revised drafts of the Transaction Documents and to share the markups with KWM.

Later on the same date, Gibson Dunn emailed KWM, sharing its markups of the revised drafts of the Merger Agreement, the Rollover Agreement and the Ultimate Wise SPA, and conveying the Special Committee’s request for a further increase in the purchase price.

On October 9, 2025, representatives of Gibson Dunn and KWM negotiated the outstanding issues in the Ancillary Agreements.

Later on the same date, KWM circulated to Gibson Dunn further revised drafts of the Merger Agreement, the Rollover Agreement and the Ultimate Wise SPA, and conveyed to Gibson Dunn that the Buyer Group was willing to further increase the purchase price to US$0.575 per Class A Ordinary Share, or US$2.30 per ADS, as its best and final offer.

Later on the same date, Gibson Dunn notified the Special Committee and Duff & Phelps of the Buyer Group’s position on the purchase price.

On October 10, 2025, Mr. Packard sent another email to Duff & Phelps regarding his purported interest in potential transactions involving the Company.

On October 11, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. Duff & Phelps first provided the Special Committee with a verbal update on the status of its valuation analysis. Members of the Special Committee asked questions regarding the valuation analysis, which representatives of Duff & Phelps answered. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn then discussed extensively the email received by Gibson Dunn on October 9, 2025 from KWM, which conveyed the Buyer Group’s final and best offer of the purchase price of US$0.575 per Class A Ordinary Share, or US$2.30 per ADS. At the request of the Special Committee, Duff & Phelps reviewed its existing financial analyses based on the proposed purchase price of 0.575 per Class A Ordinary Share, or US$2.30 per ADS, and provided a verbal update on its latest valuation range. Members of the Special Committee asked various questions regarding the proposed purchase price and Duff & Phelps’s analyses, to which representatives of Duff & Phelps and Gibson Dunn provided responses. Based on these discussions, the Special Committee determined that the proposed purchase price was acceptable and directed Gibson Dunn to inform KWM of the Special Committee’s position on the purchase price. Members of the Special Committee and representatives of Gibson Dunn next discussed the negotiation status and outstanding issues in the Transaction Documents received by Gibson Dunn from KWM on October 9, 2025. Following these discussions, the Special Committee instructed Gibson Dunn to proceed with finalizing the Transaction Documents with KWM. Members of the Special Committee and representatives of Gibson Dunn then discussed the signing logistics of the Proposed Transaction. Members of the Special Committee and representatives of Duff & Phelps and Gibson Dunn also discussed the email that Duff & Phelps received from Mr. Packard on October 10, 2025 regarding his purported interest in potential transactions involving the Company. Members of the Special Committee asked various questions regarding Mr. Packard’s email, to which representatives of Gibson Dunn provided responses. In light of Mr. Packard’s repeated failure to address the Special Committee’s question regarding deal feasibility (including the willingness of the Buyer Group to sell their Shares and the existence of committed financing to support a transaction), the absence of a firm commitment from Mr. Packard, and the substantial increase of the offer price by the Buyer Group, the Special Committee determined not to engage further with Mr. Packard.

On October 11, 2025, Gibson Dunn and KWM continued negotiations and substantively finalized the terms of the Merger Agreement and the Ancillary Agreements. The finalized draft of the Merger Agreement includes, among other things, (i) a “fiduciary out” mechanism that allows the Board to consider and recommend a superior proposal should one materialize on the terms and conditions set forth therein, (ii) a “fiduciary out” mechanism if an Intervening Event occurs, (iii) qualification of the Company’s representations and warranties by the Buyer Group’s knowledge prior to the date of the Merger Agreement, and (iv) a US$1,000,000 “company termination fee,” a US$2,000,000 “parent termination fee” in the case of a breach by Parent or Merger Sub that would result in the failure of relevant closing conditions, and a US$2,500,000 “parent termination fee” in the case of a Parent Failure to Close Termination Event if the Company chooses not to seek specific performance. The finalized drafts of the Ancillary Agreements obligate the Sponsors to fully fund the Proposed Transaction, and obligate Mr. Zhou and Mr. Niu to guarantee the payment of the termination fee if payable by Parent, in each case on the terms and conditions set forth therein.

On October 13, 2025, the Special Committee convened a meeting via video conference with representatives of Gibson Dunn and Duff & Phelps. At the request of the Special Committee, Duff & Phelps made a financial presentation to the Special Committee in connection with issuing its fairness opinion. Duff & Phelps discussed the Company’s financial performance and historical share trading price and provided a summary of the various financial analyses it had performed. Members of the Special Committee asked questions regarding the valuation analyses, to which representatives of Duff & Phelps responded. Thereafter, at the request of the Special Committee, Duff & Phelps verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by the delivery of Duff & Phelps’s written opinion, dated October 13, 2025, addressed to the Special Committee) that, as of the date thereof and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in preparing its opinion, the merger consideration of US$0.575 per Share or US$2.30 per ADS to be received by the holders of Shares (other than the Excluded Shares, Dissenting Shares and Shares represented by ADSs) and holders of ADSs (other than ADSs representing the Excluded Shares), respectively, pursuant to the Merger Agreement, is fair from a financial point of view to such holders. Please see “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 44 for additional information regarding the financial analysis performed by Duff & Phelps and the opinion rendered by Duff & Phelps to the Special Committee. The full text of the written opinion of Duff & Phelps to the Special Committee, dated October 13, 2025, is attached as Exhibit (c)(1) to this Transaction Statement. Thereafter, Gibson Dunn reviewed with the members of the Special Committee the key terms of the Merger Agreement and the Ancillary Agreements. Following a discussion of the terms of the Merger Agreement and the Ancillary Agreements, as well as Duff & Phelps’s presentation of its financial analyses and opinion, the Special Committee unanimously resolved to approve the proposed Merger Agreement, the Plan of Merger and the Limited Guarantees, each substantially in the form of the drafts presented to the Special Committee, and the Transactions, and recommend that the Board authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions.

Following the meeting of the Special Committee, the Board (other than Mr. Zhou and Ms. Shuting Zhou, who recused themselves from the meeting of the Board as Mr. Zhou is a member of the Buyer Group and Ms. Shuting Zhou is a director of Merger Sub) convened a meeting in person and via video conference, and based upon the unanimous recommendation of the Special Committee, and taking into account the other factors described below under the heading titled “Special Factors—Reasons for the Merger and Position of the Special Committee and the Board” beginning on page 35, the Board (other than Mr. Zhou and Ms. Shuting Zhou, who recused themselves from the meeting of the Board) (i) determined and declared that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair to, and in the best interests of, the Company and the Unaffiliated Security Holders, and (ii) adopted resolutions approving the terms of the Merger Agreement, the Limited Guarantees and the transactions contemplated thereby.

Following the Board meeting, on the same date, the Company, Parent and Merger Sub executed and delivered the Merger Agreement, and the relevant parties executed and delivered the Ancillary Agreements.

Later on the same date, the Company issued a press release announcing the execution of the Merger Agreement.

On October 14, 2025, the Company furnished the press release announcing the execution of the Merger Agreement as an exhibit to its current report on form 6-K with the SEC.

On October 15, 2025, Parent, Ultimate Wise, Noble Pride, Yeung Family Trust, TMF Trust, Mr. Zhou, Mr. Niu, Wisdom Avenue and Waterflower Investment jointly filed an amendment to their Schedule 13D with the SEC, and Ms. Huiyan Yang and Sure Brilliant jointly filed an amendment to their Schedule 13D with the SEC, each in connection with the entry into the definitive agreements for the Proposed Transaction.

As of the date of this Transaction Statement, no confidentiality, standstill or similar agreement has been entered into between the Company, on the one hand, and any third party, on the other hand, with respect to the Proposed Transaction or an alternative transaction.

Reasons for the Merger and Position of the Special Committee and the Board

At a meeting on October 13, 2025, the Special Committee, after consultation with Duff & Phelps and Gibson Dunn and due consideration, unanimously (a) determined that the Merger Agreement, the Plan of Merger, the consummation of the Merger and the other Transactions are advisable, fair to, and in the best interests of the Company and the Unaffiliated Security Holders, and (b) recommended that the Board approve the Merger Agreement, the Plan of Merger and the Limited Guarantees, each substantially in the form presented to the Special Committee, and the performance by the Company of its obligations under the Merger Agreement and the Plan of Merger, as applicable, and the consummation by the Company of the Transactions, including the Merger, should be adopted and approved by the Board in all respects.

At a meeting on October 13, 2025, after careful consideration and upon the unanimous recommendation of the Special Committee, the Board (other than Mr. Zhou and Ms. Shuting Zhou who recused themselves from the meeting of the Board), (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, are fair to, advisable and in the best interests of the Company and the Unaffiliated Security Holders, and (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their decision to recommend the Merger Agreement and that the Merger is fair to the Unaffiliated Security Holders. These factors and potential benefits, which are not listed in any relative order of importance, are discussed below:

The Special Committee and the Board did not consider the Company’s net book value, which is an accounting concept based on historical costs, as a factor because they believed that net book value is not a material indicator of the Company’s value as a going concern but rather is indicative of historical costs (and does not, for example, take into account the future prospects of the Company, market trends and conditions or business risks inherent in a competitive market); and therefore, in their view, is not a relevant measure in the determination as to the fairness of the Merger. The net book value per Share information can be found in “Summary Financial Information — Net Book Value per Company Share” on page 71 of this Transaction Statement.

Except for the Second Proposal and other potential transactions that Mr. Packard indicated in his emails with Duff & Phelps, the Company is not aware of any offers (written or otherwise) other than those made by the Buyer Group, during the past two years for: (i) a merger or consolidation of the Company with or into another company, or vice-versa; (ii) a sale or other transfer of all or any substantial part of the assets of the Company; or (iii) a purchase of the Company’s securities that would enable the holder to exercise control of the Company.

In the course of reaching its conclusion regarding the fairness of the Merger to Unaffiliated Security Holders, the Special Committee and the Board considered financial analyses presented by Duff & Phelps as an indication of the going concern value of the Company. These analyses included among others, comparable companies analysis, precedent transactions analysis, recent 13E-3 transactions, premiums analyses, discounted cash flow analysis as well as other data and considerations presented by Duff & Phelps. All of the material analyses as presented to the Special Committee and the Board are summarized below under the caption “Opinion of the Special Committee’s Financial Advisor” beginning on page 44 of this Transaction Statement. The Special Committee and the Board considered, among others, these analyses and the opinion of Duff & Phelps in reaching its determination as to the fairness of the transactions contemplated by the Merger Agreement, including the Merger, and expressly adopted these analyses and opinions, among other factors considered, in reaching their respective determination as to the fairness of the transactions contemplated by the Merger Agreement, including the Merger.

In their consideration of the fairness of the proposed Merger, the Special Committee and the Board did not undertake an appraisal of the assets of the Company to determine the Company’s liquidation value for Unaffiliated Security Holders, due to the impracticability of determining a liquidation value given the significant execution risk involved in any breakup. In addition, the Special Committee and the Board did not consider the Company’s liquidation value to be a relevant valuation method because they consider the Company to be a viable going concern where value is derived from cash flows generated from its continuing operations, and because the Company will continue to operate its business following the Merger or in the event the Merger is not consummated.

In their consideration of the fairness of the proposed Merger, the Special Committee and the Board did not seek to establish a pre-merger going concern value for the Shares and ADSs to determine the fairness of the merger consideration to Unaffiliated Security Holders because following the Merger the Company will have a significantly different capital structure. However, to the extent the pre-merger going concern value was reflected in the public market trading price of the ADSs prior to announcement of the Proposal, the merger consideration represented a significant premium to the going concern value of the Company.

The Company has not purchased any Shares or ADSs during the past two years. No member of the Buyer Group, nor any of their respective affiliates, has acquired any Shares or ADSs at any time during the past two years.

The foregoing discussion of the information and factors considered and given weight by the Special Committee and the Board in connection with their evaluation of the fairness of the Merger to Unaffiliated Security Holders is not intended to be exhaustive, but includes all material factors considered. The Special Committee and the Board found it impracticable to assign, and did not assign, relative weights to the foregoing factors considered in reaching its conclusions as to the fairness of the Merger to Unaffiliated Security Holders. Rather, the Special Committee and the Board made the fairness determinations on behalf of the Company after considering all of the foregoing factors as a whole.

In addition to the foregoing factors and analyses that supported the Special Committee’s and the Board’s belief that the Merger is fair to Unaffiliated Security Holders, the Special Committee and the Board also weighed the following negative factors:

After weighing these negative factors and giving them due consideration, the Special Committee and the Board have concluded that none of these factors, alone or in the aggregate, is significant enough to outweigh the factors and analyses that they considered to support their belief that the Merger is fair to Unaffiliated Security Holders.

In addition, notwithstanding the fact that Unaffiliated Security Holders will not be entitled to vote to approve or disapprove the Merger Agreement and the Plan of Merger, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to Unaffiliated Security Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders, which procedural safeguards include the following, which are not listed in any relative order of importance:

As Merger Sub will hold more than 90% of the total voting power in the Company, the Merger will be a “short-form” merger in accordance with Part XVI (and in particular section 233(7)) of the Cayman Islands Companies Act, which does not require approval of the shareholders of the parties to the Merger. The Special Committee and the Board noted that, as a result, the authorization and approval of the Merger Agreement, the Plan of Merger and the transactions thereof, including the Merger, are not subject to approval by a majority of Unaffiliated Security Holders. Nevertheless, the Special Committee and the Board believe the Merger is procedurally fair to Unaffiliated Security Holders because, among other things and in addition to all the procedural safeguards described above, (i) the majority-of-the-minority voting requirement is not customary in going-private transactions involving Cayman Islands companies, and no shareholders’ voting is required at all under the Cayman Islands Companies Act for a “short-form” merger like the Merger, and (ii) various safeguards and protective steps have been adopted to ensure the procedural fairness of the transactions, including without limitation (a) the Board’s formation of the Special Committee and granting to the Special Committee of the authority to review, evaluate, and negotiate (and to ultimately either authorize or reject) the terms of the Merger Agreement, (b) the Special Committee’s retention of, and receipt of advice from, competent and experienced independent legal counsel and an independent financial advisor, and (c) the right of the Company to evaluate bona fide, unsolicited alternative acquisition proposals that may arise between the date of the Merger Agreement and the Effective Time.

Certain directors and executive officers of the Company have interests in the Merger that are different from, and/or in addition to, those of Unaffiliated Security Holders by virtue of their continuing interests in the surviving company after the consummation of the Merger. These interests are described under the caption “Summary — Interests of the Company’s Directors and Executive Officers in the Merger.”

Position of the Buyer Group as to the Fairness of the Merger

Under SEC rules governing going-private transactions, each member of the Buyer Group is required to express their belief as to the fairness of the Merger to the Unaffiliated Security Holders.

Each member of the Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Buyer Group has interests in the Merger that are different from, and/or in addition to, those of the other shareholders or holders of ADSs by virtue of their continuing interests in the Surviving Company after the completion of the Merger. These interests are described under the section entitled “Interests of Certain Persons in the Merger — Interests of the Buyer Group” beginning on page 61.

The Buyer Group believes that the interests of the Unaffiliated Security Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Buyer Group attempted to negotiate a transaction that would be most favorable to the Buyer Group, rather than to the Unaffiliated Security Holders and, accordingly, did not negotiate the Merger Agreement with the objective of obtaining terms that were substantively and procedurally fair to the Unaffiliated Security Holders. The Buyer Group did not participate in the deliberations of the Special Committee regarding, and did not receive any advice from the Special Committee’s independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Security Holders.

Furthermore, none of the members of the Buyer Group or their respective affiliates undertook a formal evaluation of the fairness of the Merger to the Unaffiliated Security Holders. No financial advisor provided any of the members of the Buyer Group with any analysis or opinion with respect to the fairness of the Per Share Merger Consideration of US$0.575 or the Per ADS Merger Consideration of US$2.30 to the Unaffiliated Security Holders.

Based on their knowledge and analysis of available information regarding the Company, as well as the factors considered by, and findings of, the Special Committee and the Board discussed under the section entitled “Special Factors — Reasons for the Merger and Position of the Special Committee and the Board” beginning on page 35 and based on the following factors, which are not listed in any relative order of importance, the Buyer Group believe that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders:

The Buyer Group’s consideration of the factors described above reflects their assessment of the fairness of the Merger Consideration of US$0.575 per Share or US$2.30 per ADS, without interest and net of any withholding taxes, payable in the Merger to the Unaffiliated Security Holders.

The Buyer Group did not consider the liquidation value of the Company’s assets as a factor because the Buyer Group considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations. The Buyer Group views the trading history of the Shares and ADSs as an indication of the Company’s going-concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

The Buyer Group did not consider the Company’s net book value as an important factor in determining the fairness of the merger consideration to the Unaffiliated Security Holders, as the Buyer Group believes that the net book value, which is an accounting concept based on historical costs and does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with other companies in the industry, does not provide any meaningful indication of the Company’s current value, and does not provide any useful reference point for determining such fairness.

While the Buyer Group considered the Company’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters, the Buyer Group did not calculate a pre-merger going-concern value of the Company as a public company because the Company will have a different shareholding structure following the completion of the Merger. As a result, the Buyer Group does not believe that the going-concern value of the Company is an appropriate indicator to determine the fairness of the Merger to the Unaffiliated Security Holders. However, to the extent the pre-merger going-concern value was reflected in the public market trading price of the ADSs prior to announcement of the Proposal, the Merger Consideration of US$0.575 per Share or US$2.30 per ADS represents a significant premium to the going-concern value of the Company.

The Buyer Group did not perform or receive any independent reports, opinions or appraisals from any third party related to the Merger, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Security Holders.

The Buyer Group believes that the Merger is also procedurally fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

The foregoing is a summary of the information and factors considered and given weight by the Buyer Group in connection with their evaluation of the fairness of the Merger to the Unaffiliated Security Holders, which is not intended to be exhaustive, but is believed by the Buyer Group to include all material factors considered by them. The Buyer Group did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching their conclusion as to the fairness of the Merger to the Unaffiliated Security Holders. Rather, their fairness determination was made after consideration of all of the foregoing factors as a whole.

Certain Financial Projections

The Company does not generally make public detailed financial forecasts or internal projections as to future performance, revenues, earnings, or financial condition. However, the Company’s management provided financial projections for the years ending August 31, 2025 through August 31, 2030 (the “Management Projections”) in connection with Duff & Phelps’s financial analyses of the Merger. The Management Projections, which were based on the Company’s management’s estimates of the Company’s future financial performance as of the date provided, were prepared by the Company’s management for internal use by the Special Committee and for use by Duff & Phelps in its financial analysis.

The inclusion of the Management Projections should not be regarded as an indication that the Company, the Board, the Special Committee, or Duff & Phelps considered, or now considers, the Management Projections to be a reliable prediction of future results. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. No person has made or makes any representation or warranty to any person, including any shareholder of the Company, regarding the information included in the Management Projections.

The Management Projections were prepared by the Company’s management in September 2025 based on certain assumptions that management then believed to be potentially achievable. Although the Management Projections were prepared in good faith by the Company’s management, no assurance can be made regarding future events and actual results may be significantly higher or lower than forecasted by the Management Projections. The Management Projections also reflect assumptions as of their respective time of preparation as to certain business decisions that are subject to change. Although presented with numerical specificity, the Management Projections are based upon a variety of estimates and numerous assumptions made by management with respect to, among other matters, industry, economic, business performance, tax, regulatory, geopolitical, market, and financial conditions and the factors described in “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict, are subject to significant economic and competitive uncertainties, and are beyond the Company’s control.

In preparing the Management Projections, the Company’s management necessarily made certain assumptions about future financial factors affecting its business. The main assumptions underlying the Management Projections are:

Furthermore, the Management Projections do not take into account any failure of the Merger to be completed and should not be viewed as reflective of management’s expectations under those circumstances. In addition, because the Management Projections cover multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the Management Projections will prove accurate, that the projected results will be realized, or that actual results will not be significantly higher or lower than projected results. The Management Projections cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such.

Except to the extent required by law, the Company does not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such prospective financial information are no longer appropriate. None of the Company or its affiliates, advisors, officers, directors, or representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of the Company compared to the information contained in the projections or that projected results will be achieved.

The Management Projections were not prepared with a view toward public disclosure, the published guidelines of the SEC regarding financial projections and forecasts, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has examined, compiled, or otherwise performed any procedures with respect to the prospective financial information contained in the Management Projections and, accordingly, neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has expressed any opinion or given any other form of assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association with, the prospective financial information.

The following tables set forth the Management Projections delivered by our management to Duff & Phelps on September 27, 2025, which were considered by the Special Committee in connection with its analysis of the Merger and Duff & Phelps in connection with its financial analyses of the Proposed Transaction and delivery of its opinion.

Notes:

Duff & Phelps, as the Special Committee’s financial advisor, reviewed with the Special Committee certain financial analyses that were based, in part, on the Management Projections summarized above. For additional information regarding the analyses by the Special Committee’s financial advisor, see “Discussion Materials prepared by Kroll, LLC for discussion with the Special Committee, dated as of October 13, 2025” filed as Exhibit (c)(2) to this Transaction Statement and “Special Factors — Opinion of the Special Committee’s Financial Advisor.”

The Management Projections are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see “Cautionary Note Regarding Forward-Looking Statements” of this Transaction Statement and “Item 3. Key Information — D. Risk Factors” included in the Company’s Annual Report, which is incorporated by reference into this Transaction Statement.

Opinion of the Special Committee’s Financial Advisor

Pursuant to an engagement letter dated June 20, 2025 (the “D&P Engagement Letter”), the Special Committee engaged Duff & Phelps to serve as its independent financial advisor and to deliver a fairness opinion in connection with the Merger. Duff & Phelps is an internationally recognized financial services firm that, among other things, is regularly engaged in the investment banking business, including the valuation of businesses and securities in connection with mergers and acquisitions, underwritings and private placements of securities, and other investment banking services.

At the meeting of the Special Committee on October 13, 2025, Duff & Phelps rendered its oral opinion (which was subsequently confirmed in writing by delivery of its written opinion later on the same date) to the Special Committee that, as of such date and based on and subject to the assumptions, qualifications, limitations and other matters set forth in its opinion, the Per Share Merger Consideration to be received by the holders of Shares (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares), in the Merger are fair, from a financial point of view, to such holders. No limitations were imposed by the Special Committee upon Duff & Phelps with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of the written opinion of Duff & Phelps, dated October 13, 2025, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken, is incorporated as Exhibit (c)(1) to this Transaction Statement and is incorporated herein by reference in its entirety. The summary of the opinion of Duff & Phelps set forth in this Transaction Statement is qualified in its entirety by reference to the full text of such opinion. The shareholders of the Company are urged to read the opinion in its entirety. Duff & Phelps’ opinion is addressed to the Special Committee (in its capacity as such), and is directed only to the fairness, from a financial point of view, the Per Share Merger Consideration to be received by the holders of Shares (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares). The Per ADS Merger Consideration and the Per Share Merger Consideration were determined through arms-length negotiations between the Special Committee and its advisors on the one hand, and the Buyer Group and its advisors on the other hand, and were approved by the Special Committee and then the Board, and Duff & Phelps did not recommend any specific amount of consideration for the Merger or that any specific amount of consideration constituted the only appropriate consideration for the Merger. Duff & Phelps has consented to the inclusion of its opinion in its entirety and the description thereof in this Transaction Statements and any other filing the Company is required to make with the SEC in connection with the Merger if such inclusion is required by applicable law.

In connection with its opinion, Duff & Phelps made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation in general, and with respect to similar transactions in particular. Duff & Phelps’ procedures, investigations and financial analyses with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

In performing its analyses and rendering its opinion with respect to the Merger, Duff & Phelps, with the Company’s and the Special Committee’s consent:

To the extent that any of the foregoing assumptions or any of the facts on which the opinion is based prove to be untrue in any material respect, Duff & Phelps’ opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of its opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger.

Duff & Phelps prepared its opinion effective as of October 13, 2025. Its opinion was necessarily based upon market, economic, financial, and other conditions as they existed and can be evaluated as of the date thereof, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion which may come or be brought to the attention of Duff & Phelps after the date thereof.

Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Duff & Phelps has not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the assets, businesses or operations of the Company, or any alternatives to the Merger, (ii) negotiate the terms of the Merger, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms from the Company’s perspective that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Merger, or (iii) advise the Special Committee or any other party with respect to alternatives to the Merger. Duff & Phelps did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities to which the Company is or may be a party or subject, or of any governmental investigation of such matters.

Duff & Phelps was not expressing any opinion as to the market price or value of the Company’s Shares or ADSs (or anything else) prior to or after the announcement or consummation of the Merger. Duff & Phelps’ opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s creditworthiness, tax advice, or accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation or render any opinion as to any legal matter.

In rendering its opinion, Duff & Phelps was not expressing any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Per Share Merger Consideration or Per ADS Merger Consideration, or with respect to the fairness of any such compensation.

Duff & Phelps’ opinion was furnished for the use and benefit of the Special Committee in connection with its consideration of the Merger and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent, except that a copy of its opinion may be provided to the Board and included in the filings with the SEC in relation to the Merger. Duff & Phelps’ opinion (i) does not address the merits of the underlying business decision to enter into the Merger versus any alternative strategy or transaction; (ii) does not address any transaction related to the Merger; (iii) is not a recommendation as to how the Special Committee, the Board or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Merger, or whether to proceed with the Merger or any related transaction; and (iv) does not indicate that the Per Share Merger Consideration or Per ADS Merger Consideration is the best possibly attainable under any circumstances; instead, it merely states whether the Per Share Merger Consideration and Per ADS Merger Consideration are within a range suggested by certain financial analyses. The decision as to whether to proceed with the Merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the opinion is based. Duff & Phelps’ opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

Duff & Phelps’ opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with the opinion shall be limited in accordance with the terms set forth in the D&P Engagement Letter. Duff & Phelps’ opinion is confidential, and its use and disclosure are strictly limited in accordance with the terms set forth in the D&P Engagement Letter.

Summary of Financial Analysis

Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with the delivery of its opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of Duff & Phelps’ opinion, attached hereto as Exhibit (c)(1) to this Transaction Statement. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the fairness opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps’ financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analyses.

Discounted Cash Flow Analysis

Duff & Phelps performed a discounted cash flow analysis of the projected future unlevered free cash flows attributable to the Company for the fiscal years ending August 31, 2025 through August 31, 2030, with unlevered “free cash flow” defined as cash that is available either to reinvest or to distribute to security holders. The discounted cash flow analysis was used to determine the net present value of estimated future free cash flows using a weighted average cost of capital as the applicable discount rate. For the purposes of its discounted cash flow analysis, Duff & Phelps used and relied upon the Management Projections, which are described in this Transaction Statement in the section entitled “Special Factors — Certain Financial Projections” beginning on page 42. The costs associated with the Company being a publicly-listed company, as provided by the management of the Company, were excluded from the Management Projections because such costs would likely be eliminated as a result of the Merger.

Duff & Phelps estimated the net present value of all cash flows attributable to the Company after fiscal year 2030 (the “Terminal Value”) using a perpetuity growth formula assuming terminal growth rates ranging from 4.0%-5.0% for the Company’s schools business and operations (collectively, the “Overseas Schools Business”) and 3.0%-4.0% for the Company’s businesses and operations other than the Overseas Schools Business (collectively, the “Study Counselling & Others Business”), which took into consideration an estimate of the expected long-term growth rate of the Chinese economy and the Company’s business. Duff & Phelps used discount rates ranging from 14.0% to 16.0% for the Overseas Schools Business and 15.0%-17.0% for the Study Counselling & Others Business, reflecting Duff & Phelps’ estimate of the Overseas Schools Business’s and the Study Counselling & Others Business’s weighted average cost of capital, to discount the projected free cash flows and the Terminal Value. Duff & Phelps estimated the Overseas Schools Business’s and the Study Counselling & Others Business’s weighted average cost of capital by estimating the weighted average of the Overseas Schools Business’s and the Study Counselling & Others Business’s cost of equity (derived using the capital asset pricing model) and the Overseas Schools Business’s and the Study Counselling & Others Business’s after-tax cost of debt respectively. Duff & Phelps believes that these ranges of discount rates are consistent with the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles.

Based on these assumptions, Duff & Phelps’ discounted cash flow analysis resulted in an estimated enterprise value for the Company of RMB 124.8 million to RMB 225.8 million and a range on implied values of the Company’s ADSs of US$2.12 to US$2.57.

Selected Public Companies and Merger and Acquisition Transactions Analyses

Duff & Phelps analyzed selected public companies and selected merger and acquisition transactions for purposes of estimating valuation multiples with which to calculate a range of implied enterprise values of the Overseas Schools Business and the Study Counselling & Others Business. This collective analysis was based on publicly available information and is described in more detail in the sections that follow.

The companies used for comparative purposes in the following analysis were not directly comparable to the Overseas Schools Business and the Study Counselling & Others Business, and the transactions used for comparative purposes in the following analysis were not directly comparable. Duff & Phelps does not have access to nonpublic information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of the Overseas Schools Business, the Study Counselling & Others Business and the Company itself and the Merger cannot rely solely upon a quantitative review of the selected public companies and selected transactions, but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Overseas Schools Business and the Study Counselling & Others Business. Therefore, the selected public companies and the selected merger and acquisition transactions analyses are subject to certain limitations.

Overseas Schools Business

Selected Public Companies Analysis. Duff & Phelps compared certain financial information of the Overseas Schools Business to corresponding data and ratios from publicly traded companies in the education industry that Duff & Phelps deemed relevant to its analysis. For purposes of its analysis, Duff & Phelps used certain publicly available historical financial data and consensus equity analyst estimates for the selected publicly traded companies. The seventeen companies included in the selected public company analysis in the education industry were:

Duff & Phelps selected these companies for its analysis based on their relative similarity, primarily in terms of business model, to that of the Overseas Schools Business.

The tables below summarize certain observed trading multiples and historical and projected financial performance, on an aggregate basis, of the selected public companies. The estimates for 2025, 2026 and 2027 in the tables below with respect to the selected public companies were derived based on information for the 12-month periods ending closest to the calendar year ends for which information was available. Data related to the Overseas Schools Business’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) were adjusted for purposes of this analysis to eliminate public company costs, transaction costs and non-recurring income (expenses).

Due to the limited comparability of the selected public companies’ financial metrics relative to the Overseas Schools Business, rather than applying a range of selected multiples from a review of the public companies, Duff & Phelps reviewed various valuation multiples for the Overseas Schools Business implied by the valuation range determined from the discounted cash flow analysis in the context of the Overseas Schools Business’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that it deemed relevant.

Notes:

The Overseas Schools Business’s EBITDA is adjusted to exclude public company costs and non-recurring items as provided by the management of the Company.

Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non-Controlling Interest) - (Cash & Equivalents) - (Net Non-Operating Assets)

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization

Source: Capital IQ, Bloomberg, company Filings, annual and interim Reports.

Selected M&A Transactions Analysis. Duff & Phelps compared the Overseas Schools Business to the target companies involved in the selected merger and acquisition transactions listed in the table below. The selection of these transactions was based on, among other things, the target company’s industry, the relative size of the transaction compared to the Overseas Schools Business, and the availability of public information related to the transaction. The selected education services transactions indicated enterprise value to LTM revenue multiples ranging from 1.76x to 3.20x with a median of 2.39x and enterprise value to LTM EBITDA multiples ranging from 7.3x to 12.0x with a median of 9.3x.

The Overseas Schools Business is not directly comparable to the target companies in the selected M&A transactions analysis given certain characteristics of the transactions and the target companies, including business and industry comparability and lack of recent relevant transactions. Therefore, although it reviewed the selected M&A transactions analysis, Duff & Phelps did not select valuation multiples for the Overseas Schools Business based on the selected M&A transactions analysis.

Notes:

LTM = Latest Twelve Months

Source: Capital IQ, Bloomberg, company filings, press releases

Study Counselling & Others Business

Selected Public Companies Analysis. Duff & Phelps compared certain financial information of the Study Counselling & Others Business to corresponding data and ratios from publicly traded companies in the study counselling industry that Duff & Phelps deemed relevant to its analysis. For purposes of its analysis, Duff & Phelps used certain publicly available historical financial data and consensus equity analyst estimates for the selected publicly traded companies. The six companies included in the selected public company analysis in the study counselling industry were:

Duff & Phelps selected these companies for its analysis based on their relative similarity, primarily in terms of business model, to that of the Study Counselling & Others Business.

The tables below summarize certain observed trading multiples and historical and projected financial performance, on an aggregate basis, of the selected public companies. The estimates for 2025, 2026 and 2027 in the tables below with respect to the selected public companies were derived based on information for the 12-month periods ending closest to the calendar year ends for which information was available. Data related to the Study Counselling & Others Business’s EBITDA were adjusted for purposes of this analysis to eliminate public company costs, transaction costs and non-recurring income (expenses).

Due to the limited comparability of the selected public companies’ financial metrics relative to the Study Counselling & Others Business, rather than applying a range of selected multiples from a review of the public companies, Duff & Phelps reviewed various valuation multiples for the Study Counselling & Others Business implied by the valuation range determined from the discounted cash flow analysis in the context of the Study Counselling & Others Business’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that it deemed relevant.

Notes:

The Study Counselling & Others Business’s EBITDA is adjusted to exclude public company costs and non-recurring items as provided by the management of the Company.

Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non-Controlling Interest) - (Cash & Equivalents) - (Net Non-Operating Assets)

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization

Source: Capital IQ, Bloomberg, company Filings, annual and interim Reports.

Selected M&A Transactions Analysis. Duff & Phelps compared the Study Counselling & Others Business to the target companies involved in the selected merger and acquisition transactions listed in the table below. The selection of these transactions was based on, among other things, the target company’s industry, the relative size of the transaction compared to the Study Counselling & Others Business, and the availability of public information related to the transaction. The selected study counselling services transactions indicated enterprise value to LTM revenue multiples ranging from 0.18x to 0.54x with a median of 0.31x and enterprise value to LTM EBITDA multiple of 11.9x.

The Study Counselling & Others Business is not directly comparable to the target companies in the selected M&A transactions analysis given certain characteristics of the transactions and the target companies, including business and industry comparability and lack of recent relevant transactions. Therefore, although it reviewed the selected M&A transactions analysis, Duff & Phelps did not select valuation multiples for the Study Counselling & Others Business based on the selected M&A transactions analysis.

Notes:

LTM = Latest Twelve Months

Source: Capital IQ, Bloomberg, company filings, press releases

Summary of Selected Public Companies /M&A Transactions Analyses

Duff & Phelps noted that while it reviewed the selected public companies and the selected M&A transactions, it did not select valuation multiples for the Overseas Schools Business and the Study Counselling & Others Business based on the selected public companies analysis and the selected M&A transactions analysis for the reasons described in the sections entitled “Selected Public Companies Analysis” and “Selected M&A Transactions Analysis” above, respectively.

Summary of Financial Analyses

The range of estimated enterprise values for the Company that Duff & Phelps derived from its discounted cash flow analysis was within a range of RMB 124.8 million to RMB 225.8 million based on the analyses described above.

Based on the concluded enterprise value, Duff & Phelps estimated the range of common equity value of the Company to be RMB 448.73 million to RMB 542.86 million by: