BEIJING, April 6,
2022 /PRNewswire/ -- RISE Education Cayman Ltd
("RISE" or the "Company") (Nasdaq: REDU) today announced that it
has received a letter from the Listing Qualifications Department
(the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying
the Company that its continued non-compliance with Nasdaq Listing
Rule 5450(a)(1), which requires maintenance of a minimum closing
bid price of US$1.00 per share, could
serve as an additional basis for the delisting of the Company's
securities from Nasdaq. The Company was previously granted a
180-day grace period to regain compliance with the minimum bid
price requirement on September 27,
2021, which expired on March 28,
2022. The Company plans to provide an update to both the
Staff and the Nasdaq Hearings Panel (the "Panel") regarding its
efforts to evidence compliance with all applicable criteria for
initial listing upon its business combination with Dada Auto Inc.
("NaaS"), including the higher threshold, US$4.00 minimum closing bid price requirement,
within the time period granted by the Staff.
Following the Company's hearing before the Panel, at which the
Company presented its plan to acquire an operating business and
evidence compliance with the initial listing criteria applicable to
the combined entity concurrent therewith, on March 9, 2022, the Panel granted the Company's
request for continued listing through at least June 30, 2022, subject to the Company's
satisfaction of certain conditions, including: completion of the
previously announced proposed business combination with NaaS, a
leading operation and technology provider serving China's electric vehicle charging market; the
combined entity's compliance with all requirements for initial
listing on for The Nasdaq Capital Market, as set forth in Nasdaq
Listing Rule 5505; as well as the timely satisfaction of other
interim milestones relating to the receipt of shareholder approval
for the business combination and completion of the financial audits
of both the Company and NaaS.
On April 4, 2022, the Company
announced that it plans to hold an extraordinary general meeting of
shareholders on Friday, April 29,
2022 at 10:00 a.m. (China
Standard Time), for the purposes of considering and, if thought
fit, approving the transactions contemplated in the Agreement and
Plan of Merger by and between the Company and NaaS, dated
February 8, 2022, pursuant to which
the shareholders of NaaS will exchange all of the issued and
outstanding share capital of NaaS for newly issued shares of the
Company in a transaction exempt from the registration requirements
under the Securities Act of 1933.
The Company and NaaS are diligently working to ensure the
combined entity's compliance with all applicable initial listing
criteria upon consummation of the proposed transaction, which
efforts will likely include changing the ratio of the Company's
American Depositary Shares to Ordinary Shares to ensure the
combined entity's compliance with the $4.00 minimum closing bid price requirement for
initial listing on The Nasdaq Capital Market.
Safe Harbor Statement
This press release contains statements of a forward-looking
nature. These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. You can identify these forward-looking statements by
terminology such as "will," "expects," "believes," "anticipates,"
"intends," "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 about RISE and the industry. All
information provided in this press release is as of the date
hereof, and RISE undertakes no obligation to update any
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although RISE believes that the expectations
expressed in these forward-looking statements are reasonable, it
cannot assure you that its expectations will turn out to be
correct, and investors are cautioned that actual results may differ
materially from the anticipated results.
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SOURCE RISE Education Cayman Ltd