Vancouver, British Columbia, April 14, 2022 – China Education Resources Inc. ("CER" or the "Company") (TSXV: CHN) (OTC: CHNUF) today announced, owing to, among other things, the lockdowns (the "Lockdowns") in many cities in China, including Beijing and Shanghai, following outbreaks of COVID-19 within these cities, it is unable to meet its filing deadline (the "Filing Deadline") of May 2, 2022 to file its audited annual financial statements for the year ended December 31, 2021 (the "2021 Annual Financial Statements"), annual management's discussion and analysis ("MD&A") for the corresponding period and management certifications of annual filings (collectively, the "Filings"). The Company also had changed its auditors from MNP LLP to MSLL CPA LLP in March 2022.
The Lockdowns have significantly restricted the ability of the Company's external auditor to complete the necessary annual audit procedures. The Lockdowns, together with other preventive public health measures taken by governmental authorities across the world, have resulted in the need for additional time to finalize the 2021 Annual Financial Statements and MD&A. The Company expects to make the Filings and any other periodic disclosure required to be filed under applicable securities laws as soon as practicable once it has completed this work and the audit.
The Company has informed staff of the British Columbia Securities Commission (the "BCSC") about its anticipated delay of the Filings and has applied to the BCSC pursuant to Part 4 of National Policy 12-203 - Management Cease Trade Orders ("NP 12-203") for a Management Cease Trade Order ("MCTO") pending the filing of the Filings. If a MCTO is issued, the Company intends to satisfy the provisions of the "alternative information guidelines" set out in NP 12-203, including the requirement to file bi-weekly status reports in the form of news releases containing prescribed updating information, until the Filings are made. A MCTO would not generally affect the ability of persons who are not directors, officers or insiders of the Company to trade in securities of the Company. There can be no assurance that a MCTO will be issued.
The Company has established a blackout on trading by directors, officers and other insiders of the Company, and intends to continue the blackout until the Filings have been made.
CER has created educational tools and curriculum for China's entire kindergarten through twelfth grade system. The Company is helping to convert the existing educational system from a memory-based learning system to a creative thinking and interactive approach. Presently, CER has 2 million (K-12) kindergarten through twelfth grade teachers registered through its Web portal.
Additional information relating to CER is available on http://www.chinaeducationresources.com, and in the disclosure documents filed by CER on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
For further information, contact China Education Resources at: (604) 331-2388.
This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements relating to the timing for completion of the Filings and the granting of the MCTO by the BCSC and other statements that are not historical facts. In making the forward- looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.