HANGZHOU, China, July 13, 2022 /PRNewswire/ -- Hailiang Education
Group Inc. (Nasdaq: HLG), ("Hailiang Education", the "Company" or
"We"), an education and management services provider
in China, today announced that on July
11, 2022, the Company received two notices of
deficiency (each, a "Notice", and collectively, the "Notices")
from the Listing Qualifications Department of The Nasdaq Stock
Market (the "Nasdaq"), stating that the Company was not in
compliance with Nasdaq Listing Rule 5250(c)(2) and Nasdaq Listing
Rules 5620(a) and 5810(c)(2)(G) for continued listing, because the
Company failed to timely file its semi-annual financial information
for the half year ended December 31, 2021 on Form 6-K (the "1H 2022
6-K") with the U.S. Securities and Exchange Commission (the "SEC"),
and failed to hold an annual meeting of stockholders (the "2022
AGM") within 12 months of the end of the Company's fiscal year end.
The Notices have no immediate effect on the listing or trading of
the Company's securities.
Under Nasdaq rules, for the 1H 2022 6-K, the Company has 60
calendar days from the date of the Notice to submit a plan to
regain compliance, and if Nasdaq accepts the Company's plan, Nasdaq
may grant an exception of up to 180 calendar days from the due date
of the 1H 2022 6-K, or until December 27,
2022, to regain compliance. However, there is no assurance
that Nasdaq will accept the Company's plan for the 1H 2022 6-K to
regain compliance, or that the Company will be able to regain
compliance within any extension period granted by Nasdaq. The
Notice further states that in determining whether to accept the
Company's plan for the 1H 2022 6-K, Nasdaq will consider such
things as the likelihood that the 1H 2022 6-K, along with any
subsequent periodic filing that will be due, can be made within the
180 day period, the Company's past compliance history, the reasons
for the late filing, other corporate events that may occur within
Nasdaq's review period, the Company's overall financial condition
and its public disclosures. If Nasdaq does not accept the Company's
plan for the 1H 2022 6-K, then the Company will have the
opportunity to appeal that decision to a Nasdaq hearings panel.
For the 2022 AGM, the Company has 45 calendar days to submit a
plan to regain compliance with the Rules. If Nasdaq accepts the
Company's plan for the 2022 AGM, Nasdaq may grant the Company an
extension of up to 180 calendar days from the Company's fiscal year
end, or until December 27, 2022, to
regain compliance. The Notice further states that in determining
whether to accept the Company's plan for the 2022 AGM, Nasdaq will
consider such things as the likelihood that the annual meeting can
be held within the 180-day period, the Company's past compliance
history, the reasons for the delayed meeting, other corporate
events that may occur during the review period, the Company's
overall financial condition and its public disclosures. If Nasdaq
does not accept the Company's plan for the 2022 AGM, the Company
will have the opportunity to appeal the decision in front of a
Nasdaq Hearings Panel.
The Company failed to file the 1H 2022 6-K with the SEC and
failed to hold the 2022 AGM on a timely basis because it has been
focusing its resources on its previously announced going private
transaction (the "Privatization"), which is expected to close
during the third quarter of 2022. If consummated, the Privatization
would result in the Company becoming a privately held company and
its American Depositary Shares would no longer be listed on the
Nasdaq.
The Company is working diligently to file its 1H 2022 6-K and
hold its 2022 AGM as soon as practicable and within the timeline
prescribed by Nasdaq.
About Hailiang Education Group Inc.
Hailiang Education Group Inc. (Nasdaq: HLG) is an education and
management service provider in China. The Company primarily
focuses on providing distinguished, specialized, and
internationalized education. Hailiang Education is dedicated to
providing students with high-quality high school curriculum
education, student management services, ancillary educational
services, and education and management services, and it strives to
maintain the high quality of its students' life, study, and
development. Hailiang Education adapts its educational services
based upon its students' individual aptitudes. Hailiang Education
is devoted to improving its students' academic capabilities,
cultural accomplishments, and international perspectives. For more
information, please visit http://ir.hailiangedu.com.
Forward-Looking Statements
This press release contains information about Hailiang
Education's view of its future expectations, plans, and prospects
that constitute forward-looking statements. These forward-looking
statements are made under the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts in this announcement are
forward-looking statements, including, but not limited to the
following: the Company's business plans, the Company's future
business development, results of operations, and financial
condition, expected changes in the Company's revenue and certain
cost or expense items, its ability to raise additional funding, its
ability to maintain and grow its business, the Company's ability to
file the 1H 2022 6-K and hold the 2022 AGM within the respective
compliance period and regain compliance for continued listing under
the Nasdaq Listing Rules, the Company's ability to consummate the
Privatization as planned, and other risks detailed in the Company's
filings with the U.S. Securities and Exchange Commission (the
"SEC"), as well as the Schedule 13E-3 transaction statement and the
proxy statement to be filed by the Company. Hailiang Education may
also make written or oral forward-looking statements in its
periodic reports to the SEC, in its annual report to shareholders,
in press releases and other written materials, and in oral
statements made by its officers, directors, or employees to third
parties. Statements that are not historical facts, including
statements about Hailiang Education's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties, whether known or unknown, and are
based on current expectations and projections about future events
and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy, and
financial needs. Investors can identify these forward-looking
statements by words or phrases such as "may," "will," "will make,"
"will be," "expect," "anticipate," "aim," "estimate," "intend,"
"plan," "believe," "potential," "continue," "endeavor to," "is/are
likely to," or other similar expressions. Further information
regarding these and other risks is included in our annual report on
Form 20-F and other filings with the SEC. All information provided
in this press release is as of the date of this press release, and
Hailiang Education undertakes no obligation to update any
forward-looking statements, except as may be required under
applicable law.
For more information, please contact:
Mr. Litao Qiu
Board Secretary
Hailiang Education Group Inc.
Phone: +86-571-5812-1974
Email: ir@hailiangeducation.com
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SOURCE Hailiang Education