Dashan Education adjusts acquisition terms for 52% equity stake

Dashan Education Holdings Limited announced a supplemental agreement on November 17, 2025, amending terms for its acquisition of a 52% equity interest in the Target Company. The appraised value of the Target Company, on a 100% shareholding basis, is approximately HK$206.0 million as of May 31, 2025. This valuation was determined using the market approach, with an observed market price multiple of 2.15 and a 15.6% discount for lack of marketability.

The Vendors have undertaken a lock-up period, prohibiting disposal of 20% of the Consideration Shares (20,000,000 Shares) until one month after the audit report for 2025, and the remaining 80% (80,000,000 Shares) until one month after the 2026 audit report. Performance targets include compensation payable by Vendors if the Target Company records a loss, calculated based on consolidated loss before tax and specific percentages for Vendor A and Vendor B, not exceeding their respective Consideration.

The Issue Price for the Consideration Shares is HK$1.04 per Share, determined through arm's length negotiation considering factors such as the Group's financial position, payment methods, and historical trading prices of the Shares. This price was deemed fair and reasonable in light of the discount.