HANGZHOU, China, July 13, 2022 /PRNewswire/ — Hailiang Education Group Inc. (Nasdaq: HLG), (“Hailiang Education”, the “Company” or “We”), a provider of education and management services in China, today announced that the July 11, 2022, the Company has received two deficiency notices (each, a “Notice” and collectively, the “Notices”) from the Listing Qualifications Department of the Nasdaq Stock Market (the “Nasdaq”) stating that the Company is not 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 did not file in time wanted its semi-annual financial information for the six months ended December 31, 2021 on Form 6-K (the “1H 2022 6-K”) with the United States Securities and Exchange Commission (the “SEC”), and has not held an annual meeting of shareholders (the “AGM 2022”) within 12 months of the end of the financial year of the Company. Notices have no immediate effect on the listing or trading of the securities of the Company.
Under Nasdaq rules, for 1H 2022 6-K, the Company has 60 calendar days from the date of the Notice to submit a plan to restore compliance, and if Nasdaq accepts the Company’s plan , the Nasdaq may grant an exception of up to 180 calendar days from the due date of 1H 2022 6-K, or until December 27, 2022, to find conformity. However, there can be 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 the extension period granted by Nasdaq. The notice further states that in determining whether to accept the company’s plan for 1H 2022 6-K, Nasdaq will consider things such as the likelihood that 1H 2022 6-K, as well as any subsequent periodic filings that will be due, can be made within the 180-day period, the company’s compliance history, reasons for the late filing, other corporate events that may occur during the 180-day period, Nasdaq review, the company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan for 1H 2022 6-K, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearing Panel.
For the 2022 AGM, the Company has 45 calendar days to submit a plan to restore 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 end of the Company’s fiscal year, or until December 27, 2022, to find conformity. The notice further states that in determining whether to accept the company’s plan for the 2022 annual general meeting, the Nasdaq will consider things such as the likelihood that the annual meeting could be held in the 180-day period, the company’s 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 disclosures public. If the Nasdaq does not accept the company’s plan for the 2022 annual general meeting, the company will have the opportunity to appeal the decision to a Nasdaq hearing panel.
The Company did not file 1H 2022 6-K with the SEC and did not hold the 2022 AGM in a timely manner, as it focused its resources on its previously announced going-private transaction (the “Privatization”) , which is expected to close in the third quarter of 2022. If completed, the privatization would make the Company private and its U.S. Depositary Shares would no longer be listed on Nasdaq.
The company is working diligently to file its 1H 2022 6-K and hold its 2022 AGM as soon as possible and within the timelines mandated by the Nasdaq.
About Hailiang Education Group Inc.
Hailiang Education Group Inc. (Nasdaq: HLG) is an education and management services provider in China. The company primarily focuses on providing a distinguished, specialized and internationalized education. Hailiang Education is dedicated to providing students with a high-quality high school curriculum, student management services, auxiliary educational services, and education and management services, and strives to maintain the high quality of life, studies and development of its students. Hailiang Education tailors its educational services to the individual abilities of its students. Hailiang Education is dedicated to improving the academic abilities, cultural achievements and international outlook of its students. For more information, please visit http://ir.hailiangedu.com.
This press release contains information about Hailiang Education’s views on its future expectations, plans and prospects that constitute forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this announcement are forward-looking statements, including, but not limited to the following: The business plans of the Company, the future business development of the Company, its results of operations and financial condition, expected changes in the Company’s revenues and certain cost or expense items , its ability to raise additional funds, 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 Nasdaq listing rules, the company’s ability to complete the privatization as planned and other detailed risks. illés in the company’s filings with the US Securities and Exchange Commission (the “SEC”), together with the Schedule 13E-3 transaction record and 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 some thirds. 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, known and unknown, and are based on current expectations and projections regarding future events and financial trends that the Company believes could affect its financial condition, results of operations, its business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may”, “will”, “will”, “will”, “expect”, “anticipate”, “aim”, “estimates”, “intends”, “plans”, “believes”, “potential”, “continues”, “endeavours”, “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 in other filings with the SEC.All information provided in this press release is as of the date of this press release. press, and Hailiang Education undertakes no obligation to update forward-looking statements, except as required by applicable law.
For more information please contact:
Mr. Litao Qiu
Hailiang Education Group Inc.
E-mail: [email protected]