TIANLI INT HLDG (01773) plans to acquire a total of 10% stake in Tianlai Technology Group and increase its capital by 1.408 billion yuan.

TIANLI INT HLDG (01773) announced that on June 9, 2026, its subsidiary Shenzhou Tianli Education Technology Group Co., Ltd. (Buyer) entered into a share transfer agreement with the target company Tianlai Technology Group, Chongqing Yuwu Xing Logistics Industry Private Equity Investment Fund Partnership Enterprise (Limited Partnership) (Transferor 1), and Zhang Meng (Transferor 2). The Buyer agreed to purchase and the Transferors agreed to sell a total of 10% equity of Tianlai Technology Group Co., Ltd. (Target Company) (Transferred Equity) for a total consideration of RMB 104 million. On June 9, 2026, the Buyer, the Target Company, the existing shareholders of the Target Company, and the shareholders of the existing shareholders of the Target Company entered into an investment agreement. The Buyer agreed to increase capital by RMB 140.8 million to subscribe for the Target Company's newly increased registered capital (this investment). Upon the completion of the acquisition of the Target Company's equity and the capital increase to the Target Company, the subsidiary Shenzhou Tianli Education Technology Group Co., Ltd. will hold a total of 51% equity of the Target Company, making the Target Company a subsidiary of the Company, and its financial statements will be consolidated into the Group's financial statements. The Target Group was founded in 1998 and has grown into a comprehensive art education group covering all types, subjects, and age groups of art education. The Target Group focuses on art education, with core businesses in art college entrance examination preparation, art education integration, and children's literacy. As of June 2026, the Target Group has established nine art college entrance examination training centers in Chongqing, Sichuan, Guizhou, Yunnan, Henan, Shandong, and Zhejiang, with approximately 5,000 high school seniors participating in training each year. The professional teaching results of the Target Group are industry-leading, with 81 top scores in the 2026 art unified examination across various provinces, 796 qualified certificates from nine major art colleges, and 76 students obtaining the art college entrance examination qualification from Tsinghua University's Academy of Arts. The directors believe that the acquisition will provide excellent opportunities for the Group to further expand in the field of art education, with the following key benefits: 1. Establishing a new track in art education and building a distinctive education brand. "Balanced development of the five elements" has become the core orientation of educational development, and art education is a key component of quality education, with a sustained high market demand. By collaborating to create high-quality art-focused schools, enriching the Group's education product matrix, and forming a differentiation competitive advantage. 2. Focusing on the cultivation of top talents and building a diverse education system. The quality of further education is the core of educational competitiveness, and the Group has been committed to opening up diverse channels for further education, including traditional college entrance exams, competition-based foundation strengthening, international education, and art and cultural education. This collaboration focuses on the innovation and cultivation of top talents in the art field, strengthening the Group's brand barriers in the high-end art education sector. The Target Group's model for cultivating top innovative talents at Tsinghua University has been mature and successful: from 2014 to 2026, a total of 583 people were independently cultivated and received certificates of qualification from the School of Fine Arts of Tsinghua University, with 25 and 22 people admitted in 2024 and 2025, respectively. 3. Achieving market complementarity and expanding development space. The Target Group ranks among the top in the industry in terms of the number of students, serving approximately 12,000 students for art college entrance exams and 20,000 students for children's literacy. By collaborating to achieve national market complementarity, efficiently penetrate existing and emerging markets, achieve two-way flow of students, and enhance the brand's national influence.