CUSIP No. G8675B 105
Page 17 of 19
||Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 6 of the Original Schedule 13D is hereby amended and supplemented by the following.
Convertible Bond Purchase Agreement
On July 14, 2015, Talent and Talent Wise (together, “KKR CBPA Parties”) entered into a Convertible Bond Purchase Agreement (the “CBPA”) with Moocon Education Limited, a limited liability company incorporated in the British Virgin Islands wholly owned by Mr. Han (“Moocon”), and Mr. Han (together, the “Founder CBPA Parties”). On July 15, 2015, Talent Wise purchased a convertible bond with an aggregate principal amount of $20,500,000 (the “Bond”) from Moocon in accordance with the terms of the CBPA. The Bond is convertible into ordinary shares of par value $0.000001 per share in the capital of Moocon, such that upon conversion Talent Wise would hold 99.9999% of the entire issued share capital of Moocon. Moocon used all of the proceeds from the issuance of the Bond to pay the purchase prices for the Issuer’s Class A Ordinary Shares under the GS SPA and the IDG SPA.
Pursuant to the Amendment Deed dated August 30, 2017, the maturity date of the Bond was extended from the end of the twenty-sixth (26th) month from the issuance date to the end of the twenty-seventh (27th) month from the issuance date. The Bond can be redeemed by Moocon in full or in part at any time before the tenth business date prior to the maturity date by paying the outstanding principal or portion to be redeemed and the accrued and unpaid interest accrued thereon. Talent Wise has the right to convert all of the Bond and any interest into such number of fully paid shares of Moocon as is equal to the principal amount divided by $0.0001, at any time after the tenth business day prior to the maturity date until the day prior to the maturity date. Should Talent Wise exercise its conversion right, it would obtain beneficial ownership of any shares of Class A Ordinary Shares held by Moocon.
On August 18, 2017, Moocon partially redeemed the Bond by repaying a principal in the amount of $8,326,285, together with all interest accrued and unpaid thereon from the date of issuance of the Bond to August 18, 2017, to Talent Wise. On August 29, 2017, Moocon further partially redeemed the Bond by repaying a principal in the amount of $9,038,009, together with all interest accrued and unpaid thereon from the date of issuance of the Bond to August 29, 2017, to Talent Wise.
||Material to Be Filed as Exhibits
The information set forth in Item 7 of the Original Schedule 13D is hereby amended and supplemented by the following.
||Amendment Deed dated August 30, 2017, by and among Talent, Talent Wise, Moocon, Mr. Han and Techedu.