Raffles Education Announces Potential RMB 320 Million Disposal of Hefei Yuren Education Management Co., Ltd.

Key Highlights

• Major Divestment in China: Raffles Education Limited has signed a Memorandum of Understanding (MOU) for the proposed sale of its entire stake in Hefei Yuren Education Management Co., Ltd., the sole promoter of Wanbo Science and Technology Vocational College in Anhui Province, China.
• Potential Consideration: The proposed transaction is valued at RMB 320 million, subject to adjustments following due diligence and negotiations on liabilities.
• Parties Involved: Three indirect wholly-owned subsidiaries of Raffles Education (Foodbev (Shanghai) Co., Ltd., Raffles LaSalle Education Consultancy (Shanghai) Ltd., and Shanghai Shengxin Commercial Consulting Co., Ltd.) are the sellers. Hefei Heyi Education Consulting Management Co., Ltd. is the buyer.
• Strategic Rationale: The Board views the disposal as a strategic move to realize investment value, optimize the group’s portfolio, and potentially enhance shareholder returns.
• Next Steps: The buyer will conduct a legal, financial, and business due diligence within seven days of the MOU. If satisfactory, the parties will negotiate a definitive share transfer agreement.
• Non-Binding MOU: The MOU is non-binding except for provisions on confidentiality, governing law, dispute resolution, termination, costs, and binding effect. The deal becomes binding only upon signing the definitive agreement.

Details of the Proposed Disposal

Raffles Education’s Board announced that on 19 November 2025, its subsidiaries entered into an MOU with Hefei Heyi Education Consulting Management Co., Ltd. for the potential sale of their entire equity interest in Hefei Yuren Education Management Co., Ltd. The target company is the sole promoter of Wanbo Science and Technology Vocational College, a full-time private college in Anhui, China.

The aggregate consideration for the sale is set at RMB 320 million. However, this amount is subject to downward adjustment following the buyer’s due diligence, including potential deductions for any relevant liabilities of the target company or the college as mutually agreed between the parties.

The buyer is required to complete its due diligence within seven days from the date of the MOU. Upon satisfactory completion, both sides will negotiate a definitive share transfer agreement that will detail the final terms and conditions.

It is important to note that the MOU is non-binding regarding the core terms of the proposed disposal. Only specific clauses, such as confidentiality and dispute resolution, are binding. The transaction will only become binding after the definitive agreement is executed.

Rationale for the Disposal

The Board believes that this disposal presents a strategic opportunity for Raffles Education to realize its investment in the target company and the college. The move aligns with the group’s ongoing portfolio review and capital management strategies, and it may unlock value for the company and its shareholders, potentially leading to enhanced returns.

Financial Effects and Regulatory Disclosures

The financial impact of the proposed disposal, including effects on Raffles Education’s consolidated net tangible assets and earnings per share for the current financial year, will be announced after the definitive agreement is signed.

The company will also provide necessary disclosures under Chapter 10 of the Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual at the appropriate time, following the execution of the definitive agreement.

Important Considerations for Shareholders

• Potential Share Price Impact: This transaction could have a significant effect on Raffles Education’s financial profile and share value, depending on the final consideration and terms agreed upon.
• Transaction Uncertainty: Shareholders should be aware that there is no certainty the definitive agreement will be signed or that the sale will proceed. The completion is subject to due diligence and successful negotiations.
• Caution Advised: Investors are strongly advised to exercise caution when trading shares of Raffles Education and not to take any investment action that could be prejudicial to their interests, given the non-binding nature of the MOU at this stage.
• Future Announcements: Raffles Education will make further announcements as and when there are material developments regarding the proposed disposal.

Conclusion

The proposed disposal of Hefei Yuren Education Management Co., Ltd. for up to RMB 320 million represents a potentially transformative event for Raffles Education Limited. If completed, it could provide significant capital, validate the value of its Chinese education assets, and allow Raffles Education to redeploy resources in line with its strategic objectives. Investors should closely monitor further updates as the transaction progresses.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. The proposed transaction is at a preliminary stage and subject to significant risks and uncertainties. Investors should consult their financial advisors and review official disclosures from Raffles Education Limited before making any investment decisions.

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