MINSHENG EDU (01569.HK): tribunal upholds claimants' RMB2.18 billion exit price, set-aside proceedings ongoing

NewTimeSpace News: MINSHENG EDU (01569.HK) released a supplemental announcement providing further information regarding its announcement dated 9 September 2026 in relation to an arbitration administered by the Hong Kong International Arbitration Center (HKIAC), made in accordance with Rule 2.13 of the Listing Rules. The arbitration concerns a dispute between Minsheng Vocational Education Company Limited, a subsidiary of the Company, and Leed Education Holding Limited, National Education Holding Limited and Hyde Education Holding Limited over a put option for the sale of 49% shares in Leed International Education Group Inc. under a share purchase agreement entered into in 2018.

According to the announcement, the Claimants sought an exit price of RMB2,180,735,560.50 on the basis that they had validly exercised the put option, with the values adopted derived by reference to certain information in respect of the Group and Minsheng Vocational in 2020 and/or 2021 and the Company's market capitalisation. Minsheng Vocational's position is that the purported exercise was ineffective because, among other things, no option had been granted as required under the SPA, the exercise occurred outside the put option period prescribed, and the Claimants' calculation was based on an erroneous interpretation of the term "post-tax net profit excluding non-recurring gains and losses" in the exit price formula; on its own calculation, the exit price should be RMB981,500,000. Pursuant to the Final Award, the Arbitral Tribunal adopted an interpretation substantially aligned with the Claimants' position, found that they had validly exercised the put option by serving a written notice on 15 October 2021, and upheld the exit price of RMB2,180,735,560.50 as specified and calculated by the Claimants.

The announcement states that the Group has extended loans in an aggregate principal amount of RMB400 million to a designated company of the Claimants, secured by share charges on the Option Shares, which remain outstanding and registered as at the date of the announcement. Completion of the specific performance under the Final Award remains subject to the resolution of the Encumbrance Issue. Minsheng Vocational is seeking legal advice on the Final Award, and the Company commenced proceedings in the Court of First Instance in July 2026 seeking to set aside the Partial Award, which remain ongoing. The Board is of the view that the Final Award has not had any impact on the business operations and financial position of the Group, but the Company is not in a position to ascertain the ultimate outcome of the Dispute and the relevant proceedings nor their future impact.