공시 • Jul 14
Hailiang Education Announces Receipt of Nasdaq Notice of Deficiency for Delayed Filing of Semi-Annual Financial Information for the Half Year Ended December 31, 2021 and Failure to Hold an Annual Meeting of Shareholders
Hailiang Education Group Inc. 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.