Scienjoy Holding Corporation ("Scienjoy", the "Company", or "we") (NASDAQ:SJ), a provider of mobile live streaming platforms in China, today announced it has entered a sale and purchase agreement (the "SPA" and the transaction as contemplated therein, the "Transaction"), through its wholly-owned subsidiary Scienjoy Innovation Labs Inc. ("Scienjoy Innovation"), to acquire 239,234,000 ordinary shares (the "Shares") of Leader Education Limited ("Leader Education") (HKSE: 1449.HK), an investment holding company that provides private higher education services in China, from Shuren Education Limited ("Shuren") the Leader Education's controlling shareholder, for HK$102.69 million (approximately US$13.1 million). The Shares represent 29.9% of the issued and outstanding share capital of Leader Education.
The closing of the Transaction is subject to mutually agreed conditions, which includes: (i) Scienjoy being satisfied with the results of its due diligence of Leader Education and its subsidiaries; (ii) the absence of any material breach of warranties in the SPA by Shuren; (iii) all necessary waivers, consents, and/or notifications having been obtained; (iv) the continued listing of Leader Education's ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited on or before the closing date; and (v) no suspension in trading of Leader Education's ordinary shares had occurred for more than ten consecutive business days.
The parties are expected to close the Transaction five business days after the last of the conditions precedent to closing is either satisfied or waived in accordance with the SPA, or on such other date as the parties may agree in writing. This Transaction can be deemed to be a related party transaction since the Company's independent director, Jun Lu, is also an executive director of Leader Education.
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