Chenlin Education (01593) enters into an acquisition framework agreement relating to possible acquisitions

Zhitong Finance App News, Chenlin Education (01593) announced that on November 3, 2026, the Company's wholly-owned subsidiary Chenlin Education Technology (Jiangxi) Group Co., Ltd. (acquirer) signed an “Acquisition Framework Agreement” (Acquisition Framework Agreement) with Jiangxi Yuhongjin Material Technology Co., Ltd. (the target company) and Mr. Yan Huaibao (performance guarantor).

According to the acquisition framework agreement, the acquirer plans to transfer 51% of its shares (underlying shares) of the target company to the acquirer; after the transaction is completed, the acquirer holds 51% of the shares of the target company and gains control (possible acquisition), and the acquired party holds 49% of the shares in the target company. Possible acquisitions are intended to use a combination of cash and issuance of the Company's new shares to pay the consideration for the transaction. The acquired party will make performance promises to the Company and the acquirer with respect to the target company's net operating profit after deducting non-recurring profit and loss during the performance commitment period.

The acquirer is a wholly-owned subsidiary of the company. The company has been deeply involved in private higher vocational education for many years. Its subsidiary Jiangxi Institute of Applied Science and Technology is a high-quality applied undergraduate university. The school closely follows the national strategy, deepens the integration of industry and education, connects with new productivity fields including intelligent manufacturing, chips, AI computing power, and robots, and continues to export applied talents that meet the needs of the industry. Currently, the company's business is mainly based on education services, and the business circuit is relatively concentrated; by extending to the high-tech industry and forming partnerships with enterprises in the field of new quality productivity, it is expected that revenue sources can be broadened and the business structure optimized, thereby improving the company's operating efficiency and shareholder returns.

The target company is an enterprise focusing on chip design and manufacturing, semiconductor discrete devices and electronic components. It is mainly engaged in packaging testing of gallium nitride power devices and R&D and production of module assemblies. The target company has strong technological innovation capabilities and industrial implementation capabilities in the field of gallium nitride power device packaging testing and module development. It has established complete packaging solutions covering various forms such as TO, QFN, and LGA/BGA. In particular, self-developed wire-free through-hole packaging and system-level packaging processes, it can effectively reduce packaging costs, reduce device and module volume, and enhance the stability and reliability of devices. The gallium nitride industry is a knowledge-intensive industry, and talent training is essential. The development of target companies requires professionals such as plant engineers, equipment engineers, process engineers, etc., and there is a close and broad space for cooperation with the Group. The acquirer is the sole shareholder of the target company and legally holds 100% of the shares in the target company; the acquired party is a semiconductor company that develops and manufactures gallium nitride materials and devices. Using the full industry chain vertical integration (IDM) model for epitaxial, wafer flow, and chip packaging testing, it has built a complete semiconductor industry ecosystem from GaN chip manufacturing, application module integration, to MOCVD, the key core device of compound semiconductors. The company's products are mainly used in emerging industrial markets such as AI data centers, new energy batteries and drive management, humanoid robots, and low-altitude economy.