Common use of OF THE LISTING RULES Clause in Contracts

OF THE LISTING RULES. Pursuant to a share retention agreement ancillary to the Loan Agreement, each of ▇▇. ▇▇ ▇▇▇▇▇▇▇, the chairman of the Board, an executive director and the ultimate controlling shareholder of the Company, and Minsheng Group, being controlling shareholders of the Company, is required to perform certain specific performance obligations. Specifically, ▇▇. ▇▇ ▇▇▇▇▇▇▇ shall maintain directly not less than 51% of the legal and beneficial ownership of the shares of Minsheng Group; and Minsheng Group shall maintain directly not less than 51% of the legal and beneficial ownership of the shares of the Company, for so long as any indebtedness under the Loan remains outstanding. As at the date of this announcement, ▇▇. ▇▇ ▇▇▇▇▇▇▇, the chairman of the Board, an executive Director and the ultimate controlling shareholder of the Company, indirectly owns 64.43% shares of the Company, through his ownership of 90% of Minsheng Group Company Limited and Minsheng Group Company Limited’s ownership of 71.59% of the Company. A breach of any of the said specific performance obligations will constitute an event of default under the Loan Agreement, whereupon DEG will have the power to require Minsheng Education to repay all or part of the Loan. This announcement is made in compliance with the disclosure requirement under Rule 13.18 of the Listing Rules. In accordance with the requirements pursuant to Rule 13.21 of the Listing Rules, disclosure will be included in the subsequent interim and annual reports of the Company for so long as the said specific performance obligations imposed on ▇▇. ▇▇ ▇▇▇▇▇▇▇ under the Loan Agreement continue to exist.