THE EQUITY TRANSFER. 1.1 Subject to the terms and conditions set forth in this Article, Seller 1 shall sell 48% of the equity interests of the Target Company to the Purchaser, Seller 2 shall sell 40% of the equity interests of the Target Company to the Purchaser, Seller 3 shall sell 3% of the equity interests of the Target Company to the Purchaser, Seller 4 shall sell 3% of the equity interests of the Target Company to the Purchaser, Seller 5 shall sell 3% of the equity interests of the Target Company to the Purchaser and Seller 6 shall sell 3% of the equity interests of the Target Company to the Purchaser. Each of the Sellers shall waive his/her right of first refusal with respect to the Target Equity Interests.
1.2 The Parties agree that as of the Pricing Reference Date (i.e. May 31, 2018), the overall valuation of Huaying Schools is RMB240 million. Prior to the completion of the Equity Transfer, the Target Company shall control Tianjin Jinnan Huaying Training School, Tianjin Nankai Huaying Further Education School, Tianjin Hebei Huaying Training School and the corresponding school districts by sponsorship or contractual arrangement. Based on such control, the Parties determine that the consideration for the Target Equity Interests (the “Purchase Price”) shall be RMB120 million.
1.3 Each Seller shall be entitled to the Purchase Price in proportion to his/her equity interests sold to the Purchaser.
THE EQUITY TRANSFER. 1.1. Party A agrees to transfer 100% of Party C’s equity (corresponding to Party C’s registered capital of HKD1.00, “Target Equity”) to Party B at the price of HKD2,200 (“Transfer Price”), Party B agrees with the Transfer Price and condition.
1.2. All parties agree that they shall cooperate in the registration of equity transfer within 30 days after the signing of the Agreement, and register the Target Equity in the name of Party B. After the registration of equity transfer is completed, the equity structure of Party C is shown in Annex I-B. Party B shall become the shareholder of Party C from the date of the completion of the registration procedures of the equity transfer, and shall enjoy the rights and undertake the obligations as a shareholder.
1.3. Both parties agree that Party C shall deliver all Party C’s seals and files to Party B within 30 days after signing of this Agreement.
1.4. The creditor’s rights and debts of the company before and after the equity transfer shall be borne by the Company. If the shareholder is liable for any compensation or joint liability according to law, the new shareholder shall bear the corresponding liability.
THE EQUITY TRANSFER. On 16 August 2016, the Purchaser, the Vendors and the Project Company entered into the Equity Transfer Agreement (as amended by the Supplemental Agreement), pursuant to which the Purchaser shall, subject to the fulfilment of the Conditions Precedent, acquire 60% and 40% of equity interest in the Project Company from the First Vendor and the Second Vendor respectively. The key terms of the Equity Transfer Agreement (as amended by the Supplemental Agreement) are as follows: 16 August 2016