OneSmart International Education Group Announces ADS Ratio Change
January 14 2022 - 4:00PM
OneSmart International Education Group Limited ("OneSmart" or the
"Company") (NYSE: ONE) today announced that it will change the
ratio of its American depositary shares ("ADSs") representing its
Class A ordinary shares from one (1) ADS representing forty (40)
Class A ordinary share to one (1) ADS representing one thousand
(1,000) Class A ordinary shares.
For OneSmart's ADS holders, the change in the
ADS ratio will have the same effect as a one-for-twenty-five
reverse ADS split. There will be no change to the Company's Class A
ordinary shares. The effect of the ratio change on the ADS trading
price on the New York Stock Exchange (the "NYSE") is expected to
take place at the open of trading on January 24, 2022 (U.S. Eastern
Time). ADS holders of record on the effective date will need to
surrender their ADS to the depositary bank for cancellation and
exchange in connection with the ADS ratio change, with further
details to be provided in the notice by the depositary bank. The
exchange of every twenty-five (25) then-held ADSs for one (1) new
ADS will occur automatically with the then-held ADSs being
cancelled and new ADSs being issued by the depositary bank, in each
case as of the effective date for the ADS ratio change. OneSmart's
ADSs will continue to be traded on the NYSE under the symbol
"ONE".
No fractional new ADSs will be issued in
connection with the change in the ADS ratio. Instead, fractional
entitlements to new ADSs will be aggregated and sold by the
depositary bank and the net cash proceeds from the sale of the
fractional ADS entitlements (after deduction of fees, taxes and
expenses) will be distributed to the applicable ADS holders by the
depositary bank.
As a result of the change in the ADS ratio, the
ADS price is expected to increase proportionally, although the
Company can give no assurance that the ADS price after the change
in the ADS ratio will be equal to or greater than twenty-five times
the ADS price before the change.
Safe Harbor Statement
This press release contains forward-looking
statements made under the "safe harbor" provisions of Section 21E
of the Securities Exchange Act of 1934, as amended, and the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements.
OneSmart may also make written or oral forward-looking statements
in its reports filed with or furnished to the U.S. Securities and
Exchange Commission, 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. Any
statements that are not historical facts, including statements
about OneSmart's beliefs and expectations, are forward-looking
statements that involve factors, risks and uncertainties that could
cause actual results to differ materially from those in the
forward-looking statements. Further information regarding risks,
uncertainties or factors is included in the Company's filings with
the U.S. Securities and Exchange Commission. All information
provided in this press release is current as of the date of the
press release, and OneSmart does not undertake any obligation to
update such information, except as required under applicable
law.
About OneSmart
Founded in 2008 and headquartered in Shanghai,
OneSmart International Education Group Limited currently provides
non-subject based tutoring to students in China. Given the
“Policy to Further Reducing the Burden of Homework and Off-campus
Tutoring for Compulsory Education Students,” (the “Double Reduction
Policy”), which basically requires suspension of all subject-based
off-campus tutoring business targeting pre-school kids and K12
students, the Company plans to provide online education and
tutoring services exclusively to students outside of China,
overseas education preparation and consulting services to students
residing within China, “Smart ID Card” to campuses and develop and
market smart training system incorporating virtual reality,
artificial intelligence, blockchain and other technologies in order
to facilitate the teaching and training process.
For more information, please contact: OneSmart Mr. Steve
Zhang E-mail: steve.zhang@onesmart.org
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