EA Education Group Inc.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions – Application by an issuer for a revocation of cease trade orders issued by the Commission and British Columbia Securities Commission – cease trade order issued because the issuer had failed to file certain continuous disclosure materials required – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – Ontario opt-in to revocation order issued by British Columbia Securities Commission, as principal regulator.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss.127, 144.

National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions.

Citation: 2017 BCSECCOM 383

EA EDUCATION GROUP INC.

Under the securities legislation of British Columbia and Ontario (Legislation)

 

REVOCATION ORDER

 

Background

1              EA Education Group Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator in each of British Columbia (the Principal Regulator) and Ontario (each a Decision Maker) respectively on January 5, 2017.

2              The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.

3              This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

4              Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

5              The decision is based on the following facts represented by the Issuer:

 

(a)           The Issuer was incorporated under the Business Corporations Act (Ontario) on November 21, 1995.

 

(b)           The Issuer was continued into British Columbia under the Business Corporations Act (British Columbia) on November 17, 2006.

 

(c)           On February 18, 2015, the Issuer acquired all of the issued and outstanding shares of EA Education Group Inc. pursuant to a share purchase agreement dated December 19, 2014. Following the acquisition, EA Education Group Inc. became a wholly-owned subsidiary of the Issuer.

 

(d)           The Issuer continued out of British Columbia and into the Canada Business Corporations Act on July 17, 2015.

 

(e)           The Issuer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

 

(f)            The Issuer’s authorized capital consists of an unlimited number of common shares, of which 174,256,868 common shares are issued and outstanding on a non-diluted basis.

 

(g)           The common shares are listed on the Canadian Securities Exchange but were suspended from trading on January 6, 2017. The common shares of the Issuer remain suspended as of the date hereof. The common voting shares are not listed or quoted on any other exchange or market in Canada or elsewhere.

 

(h)           The FFCTO was issued due to the failure of the Issuer to file with the Principal Regulator and the Decision Maker the following period disclosure as required by the Securities Act, R.S.B.C. 1996, c. 418:

 

i.              annual audited financial statements for the year ended August 31, 2016;

 

ii.             annual management’s discussion and analysis for the year ended August 31, 2016; and

 

iii.            certification of the annual filings for the year ended August 31, 2016

 

(the Financial Statements).

 

(i)            The Financial Statements were not filed due to unanticipated delays in the preparation and audit of the audited annual financial statements.

 

(j)            The Financial Statements have now been filed with the Principal Regulator and the Decision Maker.

 

(k)           The Issuer is up to date in its continuous disclosure obligations, has paid all outstanding filing fees associated therewith and has complied with the requirements of National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial instruments.

 

(l)            The Issuer has a viable business plan going forward which involves continuing to provide international educational service and comprehensive student housing services in Canada and China.

 

(m)          Adequate public disclosure has been made of the business and affairs of the Issuer to protect the interests of current and future investors in the Issuer.

 

(n)           The Issuer held its most recent annual general meeting of shareholders on October 2, 2017.

 

(o)           The Issuer has not changed its business since the date of the FFCTO.

Order

6              Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Marker to make the decision.

 

7              The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.

 

8              December 22, 2017

Allan Lim, CPA, CA

Manager

Corporate Finance