Amber Education three directors resign: privatization process changed

The daily economic journalist Chen Chenting from Beijing, Nyse:ambo announced the resignation of its three directors and announced that the board had received a non-binding takeover offer from the Baring Asian Private equity fund. Industry insiders told the Daily economic news that the resignation of three directors meant that some investment funds had been exposed to contradictions with the amber Education administration, and they opposed privatization. But for Amber, the biggest difficulty with privatization is not the funds, but whether they can be submitted on time. Amber Education has not issued quarterly reports for three consecutive quarters, and if the delay is bound to lead to an investigation and litigation by the Securities and Exchange Commission, it will be difficult to privatize the country. Agency "impeachment" CEO failure Amber Education announced that the company received three letters of resignation: from Daniel Phillips, Mark Harris and Lisa. Daniel Phillips, who previously served as director and Chairman of the Audit committee, Mark Harris was previously a director and member of the audit committee, and Lisa previously served as director and Chairman of the remuneration committee. It is understood that the three resigned directors represent Macquarie, Glasia and Asiapacificgenesisventurecapitalfund respectively, and three funds hold the shares of the amber Education 7.8%, 14.6% and 4.3% respectively. The three directors said in their resignation letter that there had been irreconcilable contradictions with management and that recent events had prevented them from effectively completing their functions. In Daniel Phillips's resignation letter, he stressed that there had been a fundamental and irreconcilable contradiction between the Audit committee and senior management in the current investigation to be completed. The Board is of the opinion that Amber needs to revise its internal controls and corporate governance in order to enhance the defect identification rate, and because of disagreement, he has been unable to effectively execute the role of the group's directors and the chairman of the Audit Committee. Mark Harris's resignation letter "firepower" more fierce. "In recent weeks, the scope of the investigation has expanded to include a review of senior management in amber to draw conclusions, while the Board calls for greater internal controls (including Treasury bonds, external financing, contract approvals and financial measures)." However, recent events have shown that the board's directives have made the Board of Auditors appear reluctant, hesitant and not respected ... "Mark Harris wrote in his resignation letter. Some insiders said that this shows that the Audit committee's investigation has not been carried out, although the specifics are not yet known, but the Amber education board and investment institutions exist obvious contradictions. Notably, in his resignation letter, Mark Harris revealed that Daniel Phillips, the chairman of the Audit Committee, had discussed earlier at the board meeting, based on internal controls, to dismiss the position of CEO Huang and to leave the company's management team. It is understood that some board members believe that it is in the company's interest for Huang to resign immediately or at least leave management positions before the company completes an internal investigation, but Huang rejected bothA choice. As the investigation was still ongoing, the board ultimately did not think there was sufficient justification to deprive her of her position. "I believe that Huang's refusal to leave will hinder and influence the investigation of Amber, and the Board of Auditors (although we can do our best) has no capacity to improve all appropriate and necessary changes, so I resign. Mark Harris added. Annual report "Deadline" will be to I U.S. stock analyst Li Ying wanted told the Daily economic news reporter, the three directors on behalf of the fund total shareholding of nearly 27%, if this part of the Fund firmly opposed to privatization may increase the difficulty of privatization. And its resignation letter has repeatedly mentioned the lack of internal control of amber, if this lack of impact on the annual report and PwC audit, it will also hinder privatization. Those in the industry say the funds are likely to resort to lawsuits to prevent privatisation, but at best the game over privatisation prices will not stop the privatization of education in amber. In Li Ying wanted's view, the funds are now facing long-term lock-in of cash flow, or out of the package is to obtain liquidity. The three-member "dissatisfied" performance should not be against privatization, but rather to raise the price of the deal. It is noteworthy that at present, Amber is facing two litigation pressure: on the one hand, it is rumored that Amber will be transferred into the proceeds of the acquisition of revenue, manipulating profits, earnings fraud to bring investors losses; "In fact, this kind of litigation is very difficult to prove, generally protracted, almost affect the privatization progress." However, if the final litigation damage is established, then the return of the city of the Bo Group will also be liable for compensation. Li Ying wanted explained. One person concerned about the education industry suggested that the privatization of the amber education would require a hurdle. Amber is about to unveil its 2012 annual report, and whether PwC's 2012 annual report on the Amber education will be the key to the privatization of the amber education. It is understood that under U.S. securities law, foreign companies listed on the U.S. exchange does not compel the disclosure of quarterly reports, only the disclosure of annual report 20-f. The annual report is the statutory requirement of the U.S. securities law for foreign companies. "It is only one months before the April 30 annual report deadline, and if the recurrence of the delay is bound to lead to an investigation and litigation by the Securities and Exchange Commission, then it will be very difficult for Amber to privatize." However, the current rumors of continuous mergers and acquisitions, internal control and other issues are likely to restrict the audit work of PwC. Li Ying wanted explained.