RISE Education Cayman Ltd to hold Extraordinary General Meeting on December 23, 2021
BEIJING, December 6, 2021 / PRNewswire / – RISE Education Cayman Ltd (âRISEâ or the âCompanyâ) (NASDAQ: REDU), today announced that it will hold a Special General Meeting of Shareholders (the âEGMâ) in the room 101, Jia He Guo Xin Mansion, No.15, Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, people from the Republic of China, to Thursday 23 December 2021 To 4:00 p.m.. (Beijing time), for the purpose of considering and, if necessary, adopting the following resolutions:
SPECIAL RESOLUTION at AGE:
- To review and approve the sale (the âSaleâ) of
(i) all interests in Rise (Tianjin) Education Information Consulting Co., Ltd. (“WFOE”) in Wuhan Xinsili Culture Development Co., Ltd. (the “SPV Buyer”) in consideration for the SPV Buyer (a) paying to RISE Education International Limited (“Rise HK”) consideration of RMB1 or in a foreign currency equivalent to RMB1, and (b) assume all responsibilities of WFOE and its subsidiaries, as provided by and in accordance with the terms and conditions of the Purchase Agreement (the âWFOE Purchase Agreementâ); and
(ii) all interests in Rise HK and Rise IP (Cayman) Limited (âRise IPâ) in Bain Capital Rise Education IV Cayman Limited (the âShareholderâ) in consideration for Shareholder (a) paying US $ 2,500,000 to the Company, for the purpose of paying the lenders in settlement of the Facility Agreement dated March 18, 2021 relating to term and renewable facilities up to a total amount of 80,000,000 USD, as contemplated by and in accordance with the terms and conditions of the Share Purchase Agreement (the âIP Holdco Purchase Agreementâ, collectively with the WFOE Purchase Agreement, the âPurchase Agreementsâ), and (b) causing Rise HK and / or Rise IP to grant WFOE or entities designated by Buyer SPV a royalty-free, perpetual, irrevocable and exclusive license to all intellectual property rights owned by or licensed to Rise HK and / or Rise IP.
ORDINARY RESOLUTION at AGE:
- Review and approve to request the Chairman of the EGM to adjourn the EGM to allow the Company to solicit additional proxies in the event that there are not enough votes at the time of the meeting to approve the sale and adopt and approve the purchase Agreements and transactions contemplated therein.
The registered holders of common shares of the Company at the close of business in the People’s Republic of China to December 8, 2021 have the right to be called and to vote at the EGM or any adjournment thereof. Holders of US Custodian Shares (âADSâ) of the Company who wish to exercise their voting rights for the underlying Common Shares should act through the Company’s ADS Program Custodian, JP Morgan Chase Bank, NA
The notice of the EGM and the proxy documents related to the EGM will be available on December 6, 2021 in the âInvestorsâ section of the RISE corporate website at: https://ir.risecenter.com/.
Safe Harbor Declaration
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. You may identify these forward-looking statements by words such as “will”, “expect”, “believe “,” Anticipates “,” intentions “,” estimates “and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections regarding RISE and the industry. All information provided in this press release is as of the date hereof, and RISE does not undertake to update any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as the law requires it. Although RISE believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will prove to be correct, and investors are cautioned that actual results may differ materially from anticipated results.
For investor and media inquiries, please contact:
E-mail: [emailÂ protected]
Phone. : +86 (10) 8559-9191
SOURCE RISE Education Cayman Ltd