XJ INTL HLDGS (01765) intends to sell 100% equity interest in Xi'an Changdian Education.

XJ INTL HLDGS (01765) announced that on August 11, 2025, the buyer Guilin Shanshui No.1, the seller Chengdu Dingtaiheng, and the target company Xi'an Changdian Education entered into a share transfer agreement. The seller has conditionally agreed to transfer, while the buyer has conditionally agreed to acquire 100% of the target company's equity and its subsidiary entity rights at a provisional price of RMB 21.17 million. The buyer has also conditionally agreed to repay shareholder debts of approximately RMB 51.10 million and other debts of approximately RMB 27.72 million on behalf of the target entity to the seller and its affiliates, with the ability to adjust according to the terms and conditions of the share transfer agreement. The buyer has also agreed to provide irrevocable joint guarantees for the performance of obligations by the target entity under the share transfer agreement. The target company is a limited liability company registered in China and wholly owned by the group, mainly engaged in education management and education industry investment. Due to inadequate existing facilities and conditions of the target company and its subsidiary entities to meet their business operations and needs, additional capital investment is necessary. Considering the current market situation and the company's current situation, providing further funds to support the development of the target company would be a heavy burden on the company. To ensure the sustainable growth of the target company and its subsidiaries, the company responsibly decided to proceed with the sale. The sale is beneficial for the company to recover funds for resolving debt and operating capital issues. After considering the reasons and benefits of the sale, the directors believe that the terms of the share transfer agreement are fair and reasonable, and the sale is in the overall interests of the company and its shareholders.