Core Viewpoint - The company is responding to regulatory inquiries regarding the acquisition of a 20% stake in Yulun Education, clarifying ownership issues and transaction valuation, while ensuring that the acquisition meets legal and financial standards [1][2][3]. Group 1: Ownership and Legal Matters - The 20% stake in Yulun Education is held by the deceased individual Chen Li, and the company plans to sign a share transfer agreement with his legal heirs [1][2]. - The heirs have agreed to transfer the shares at an agreed price, although they have not yet reached a consensus on the distribution of the transfer payment [2]. - The company asserts that the acquisition of the 20% stake meets the clarity of ownership requirements and is free from any legal encumbrances [2][3]. Group 2: Transaction Valuation - The company previously acquired a 51% stake in Yulun Education in 2019 and plans to acquire an additional 20% stake for 13.36 million yuan, which is based on a formula linked to the company's performance [3][5]. - The valuation of Yulun Education was assessed at 199 million yuan, with the final acquisition price agreed upon at 170 million yuan, reflecting a reasonable assessment of the company's performance [5][6]. - The company indicates that the operational performance of Yulun Education has generally aligned with management expectations, and there are no indications of harm to the interests of the listed company or minority shareholders [5][6]. Group 3: Management and Operational Stability - Following Chen Li's passing, the core management team has taken over the operational responsibilities of Yulun Education, ensuring a smooth transition [6][9]. - The organizational structure has been strengthened with the appointment of new directors and a focus on developing a capable management team, which has mitigated any potential negative impacts from the leadership change [9][11]. - The company confirms that the main business operations of Yulun Education remain stable, and the acquisition of the 20% stake is a contractual obligation under the previous agreement [11].
上海新南洋昂立教育科技股份有限公司关于对上海证券交易所监管工作函回复的公告