Kaiwen Is Gone!

6/30/19

Posted this morning at a Kaiwen news site is the attached announcement of a Kaiwen Education Board vote, on June 28, 2019, to terminate the Purchase and Sale Agreement with Rider University.

Below is the full Google Translate version of the announcement, and we have placed in boldface some of the most relevant text.

​Par for the course, Rider is referred to as "Rhodes" and "Reed" in this translation.

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Kevin Education: Announcement on Resolutions of the 24th Meeting of the 4th Board of Directors View

Announcement date: July 1, 2019
Here is the direct link to the announcement 

Stock code: 002659 Stock abbreviation: Kevin Education Announcement No.: 2019-022
          Beijing Kaiwen Dexin Education Technology Co., Ltd.

          Announcement on Resolutions of the 24th Meeting of the Fourth Board

  The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the information disclosure, and there are no false records, misleading statements or major omissions.

  The 24th meeting of the 4th Board of Directors of Beijing Kaiwen Dexin Education Technology Co., Ltd. (hereinafter referred to as the “Company”) will be served by fax, mail and special person on June 25, 2019. In the same way, the meeting was held on June 28, 2019 in the company meeting room by means of on-site communication voting. The meeting should attend 7 directors and actually attend 7 directors. The company's supervisors and senior management personnel attended the meeting. The attendance of the meeting, the convening procedures, and the content of the proceedings were in compliance with the relevant provisions of the Company Law and the Articles of Association, and the meeting was legal and valid.

  The meeting was presided over by Mr. Xu Guangyu, the chairman of the board of directors. The directors of the meeting passed the following proposals:

    I. Proposal on Termination of the Acquisition of WCC Three Colleges and Cooperation

  Voting results: 7 votes in favor, 0 votes against, 0 abstentions

  On June 21, 2018, the company held the 13th meeting of the 4th Board of Directors to deliberate and approve the “Proposal on Establishing Subsidiaries to Acquire Assets Overseas”, and resolved the company's wholly-owned subsidiary Beijing Wenhua Xuexin Education Investment Co., Ltd. (below) Referred to as “Wenhua Xuexin”, it signed an “Acquisition and Sale Agreement” with Rider University. On June 22, 2018, the company disclosed the “Announcement on the Establishment of Subsidiaries to Acquire Assets Overseas” on Juchao Information Network (Announcement No.: 2018-045).

  In order to avoid the uncertainty that the original transaction will continue to advance after June 30, 2019, the company will have an adverse impact on the international education layout, and also promote the cooperation between the company and the University of Rhodes as soon as possible. After friendly negotiation, Wenhua Xuexin and the US Reed University signed an Agreement on Termination and Cooperation, terminating the original Acquisition and Sale Agreement, and the two sides cooperated in teacher curriculum support and academic exchanges.

  For details, please refer to the “Announcement on Termination of the Acquisition of WCC Three Colleges and Cooperation” on July 1, 2019, published by Juchao Information Network, Securities Times and China Securities Journal.

    2. Proposal on Extending the Validity Period of the Resolution of the Non-Public Issuance of A Shareholders' Shareholders' Meeting

  Voting results: 5 votes in favor, 0 votes against, 0 abstentions


  Associate Directors Xu Huadong and Shi Yu evaded voting.

  On July 19, 2018, the company held the 5th Extraordinary General Meeting of Shareholders in 2018 to deliberate and approve the Proposal on the Non-Public Issuance of A Shares. According to the resolution of the shareholders' meeting, the resolution of the general meeting of the company's non-public issuance of A shares is valid for 12 months from the date of consideration and approval of the 5th Extraordinary General Meeting of Shareholders in 2018. In view of the expiration of the above-mentioned expiration date, in order to ensure the smooth progress and implementation of the company's non-public offering of A-shares, the company decided to extend the validity period of the above-mentioned shareholders' general meeting by 12 months from the date of expiration, that is, to July 2020. 18th.

  In addition to extending the above validity period, the rest of the company's non-public offering plan remains unchanged.

  This proposal still needs to be submitted to the first extraordinary shareholders meeting in 2019 for consideration.

  For details, please refer to the Announcement on the Extension of the Validity Period of the Resolution of the Non-Public Issuance of A Shares Shareholders' Meeting and the Validity Period of the Board of Directors disclosed by the Company on July 1, 2019 in Juchao Information Network, Securities Times and China Securities Journal. .

    3. Proposal on Requesting the General Meeting of Shareholders to Extend the Validity Period for Authorizing the Board of Directors to Fully Handle the Issues Related to the Non-Public Issuance of A Shares

  Voting results: 7 votes in favor, 0 votes against, 0 abstentions

  On July 19, 2018, the company held the 5th Extraordinary General Meeting of Shareholders in 2018 to deliberate and approve the “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Fully Handle the Issues Related to the Non-Public Issuance of A Shares”. According to the resolution of the shareholders' general meeting, the company's authorization of the board of directors to handle the non-public offering of A shares is valid for 12 months from the date of the fifth extraordinary general meeting of shareholders in 2018. In view of the expiration of the above-mentioned expiration date, in order to ensure the smooth progress and implementation of the company's non-public offering of A shares, the company decided to extend the validity period of the above-mentioned shareholders' meeting to the board of directors for a period of 12 months from the date of expiration, that is, to 2020. July 18th.

  In addition to extending the above-mentioned validity period, the other contents of the company's general meeting of shareholders authorizing the board of directors to handle specific matters remain unchanged.

  This proposal still needs to be submitted to the first extraordinary shareholders meeting in 2019 for consideration.

  For details, please refer to the Announcement on the Extension of the Validity Period of the Resolution of the Non-Public Issuance of A Shares Shareholders' Meeting and the Validity Period of the Board of Directors disclosed by the Company on July 1, 2019 in Juchao Information Network, Securities Times and China Securities Journal. .

    4. Proposal on Convening the First Extraordinary General Meeting of 2019

  Voting results: 7 votes in favor, 0 votes against, 0 abstentions


  In view of the fact that some of the proposals reviewed and approved by the Board of Directors need to be submitted to the shareholders meeting for deliberation, the company is scheduled to be held at 3:00 pm on July 16, 2019 (Tuesday) in accordance with the relevant provisions of the Company Law, the Securities Law and the Articles of Association. The first extraordinary shareholders meeting of 2019 was held in the conference room on the 8th floor of Building No. 4, No. 46, Baoquan 3rd Street, Jinyu Township, Chaoyang District, Beijing. The meeting was held on-site in conjunction with online voting.

  For details, please refer to the “Notice on Holding the First Extraordinary General Meeting of 2019” disclosed by the company on July 1, 2019 in Juchao Information Network, Securities Times and China Securities Journal.

    Special announcement.

                                    Beijing Kaiwen Dexin Education Technology Co., Ltd.
                                                    Board of Directors

                                                July 1, 2019

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Kevin Education 002659
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    The total market value of 4.308 billion
    Circulating value of 2.687 billion

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Top Ten Circulating Shareholders Data Date: 2019-03-31

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Educational information consultation, technology development, technology promotion, technology transfer, technical consultation, technical services, technology import and export.
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    Bridge steel structure engineering and international education
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