Securities code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) securities abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022014 XueDa (Xiamen) Education Technology Group Co., Ltd
Notice on convening the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022;
The proposal on convening the 32nd extraordinary general meeting of the company on February 31, 2022 was adopted; 3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, relevant business rules of Shenzhen Stock Exchange and the articles of Association;
4. Date and time of the meeting:
Time of on-site meeting: from 14:30 on Tuesday, April 19, 2022;
Online voting time: April 19, 2022. Among them: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 19, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on April 19, 2022.
5. Convening method of the meeting: the combination of on-site voting and online voting;
6. Equity registration date of the meeting: April 12, 2022;
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date.
At the closing of the market on the afternoon of April 12, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: conference room 1-2, Ziguang exhibition hall, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing.
2、 Matters considered at the meeting
1. The shareholders’ meeting will consider and vote on the following proposals:
Table 1: proposal code of this shareholders’ meeting
Remarks proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Cumulative voting proposals 1, 2 and 3 are equal elections
proposal
1.00 number of candidates for the proposal on the general election of non independent directors of the 10th board of directors (4)
1.01 elect Wu Shengwu as a non independent director of the 10th board of directors √
1.02 elect Jin Xin as a non independent director of the 10th board of directors √
1.03 election of Liao Chunrong as a non independent director of the 10th board of directors √
1.04 elect Zhu Jinli as a non independent director of the 10th board of directors √
2.00 number of candidates for the proposal on the general election of independent directors of the 10th board of directors (3)
2.01 elect Wang Zhen as the independent director of the 10th board of directors √
2.02 elect Zhang Yun as the independent director of the 10th board of directors √
2.03 elect Yang Nong as the independent director of the 10th board of directors of the company √
3.00 number of persons to be elected in the proposal on the general election of non employee representative supervisors of the 10th board of supervisors (2)
3.01 elect he Junmei as the non employee representative supervisor of the 10th board of supervisors √
3.02 elect Li Juan as the non employee representative supervisor of the 10th board of supervisors √
Non cumulative voting proposal
4.00 proposal on allowance for independent directors of the 10th board of directors √
5.00 proposal on signing extension agreement II and related party transactions √
2. The contents of the above proposal have been deliberated and approved at the 32nd meeting of the 9th board of directors and the 17th meeting of the 9th board of supervisors held by the company on March 31, 2022. For details, see the company’s website at China Securities News, securities times and cninfo (www.cn. Info. Com. CN.) The contents of the announcement on the resolution of the 32nd meeting of the 9th board of directors, the announcement on the resolution of the 17th meeting of the 9th board of supervisors, the announcement on the general election of the company’s board of directors, the announcement on the general election of the company’s board of supervisors, and the announcement on signing the extension agreement II and related party transactions disclosed at the meeting.
3. Special note:
(1) The above proposals 1, 2 and 3 are elected by cumulative voting system. There are 4 non independent directors, 3 independent directors and 2 non employee representative supervisors to be elected this time. The number of election votes owned by shareholders is the number of voting shares they hold multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes they own multiplied by the number of candidates (they can cast zero votes), but the total number shall not exceed the number of election votes they own.
(2) The above proposals 4 and 5 are ordinary resolutions, which must be passed by more than half of the total number of effective voting shares held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(3) The above proposal 5 involves related party transactions, and the company’s related shareholders Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd., Beijing Ziguang Communication Technology Group Co., Ltd. and Ziguang Group Co., Ltd. avoided voting.
4. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only if there is no objection.
5. For the proposals 1, 2, 4 and 5 considered at this general meeting, the votes of small and medium-sized investors will be counted separately and the voting results will be disclosed.
3、 Meeting registration and other matters
(I) registration procedures:
Shareholders eligible to attend the meeting may register in person at the Securities Affairs Department of the company, or by letter or fax.
Shareholders shall provide the following materials when going through the registration procedures for attending the on-site meeting:
1. Individual shareholders: if present in person, show their valid ID card, securities account card and shareholding certificate; If an agent is entrusted to attend, the agent shall show his valid ID card, power of attorney of shareholders, securities account card and shareholding certificate.
2. Corporate shareholder: if the legal representative is present in person, show the copy of the business license stamped with the official seal of the company, his valid ID card, qualification certificate of legal representative, securities account card and shareholding certificate; If the agent is entrusted to attend, the agent shall produce a copy of the business license stamped with the official seal of the client’s company
Photocopy, valid ID card, qualification certificate of legal representative, written power of attorney issued by legal representative, securities account card and shareholding certificate.
3. Foreign shareholders can go through the registration formalities by fax or letter (the arrival time of the letter shall not be later than 17:00 p.m. on April 13, 2022).
See Annex II for the temsector of power of attorney.
(II) registration time: 9:00-17:00 on Wednesday, April 13, 2022;
(III) place of registration
Contact address: 28th floor, block B, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing.
Postal Code: 100191.
Tel: 01083030712.
Fax: 01083030711.
mail box: zg00526163.com. 。
Contact: Bian Leyan
(IV) meeting expenses: the board, lodging, transportation and other expenses of shareholders attending the on-site meeting shall be borne by themselves.
(V) during the online voting of the general meeting of shareholders, if the online voting system cannot be carried out normally due to force majeure, the process of the meeting shall be carried out according to the notice of the day.
5、 Specific operation process of participating in online voting
The general meeting of shareholders provides all shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system (address: http://wltp.cn.info.com.cn. ）Please refer to Annex I for matters related to voting and online voting.
6、 Documents for future reference
1. Resolution of the 32nd meeting of the 9th board of directors of the company;
2. Resolution of the 17th meeting of the ninth board of supervisors of the company.
It is hereby notified.
XueDa (Xiamen) Education Technology Group Co., Ltd
Board of directors
April 1, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “360526”, and the voting abbreviation is “XueDa voting”.
2. Fill in the voting opinions.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. Shareholders shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of votes to be elected, their election votes for the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
Table 2: list of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
① Election of non independent directors (for example, in proposal 1 of table I, equal election shall be adopted, and the number of candidates shall be 4)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × four
The shareholders may distribute the number of election votes they have among the four candidates for non independent directors at will, but the total number of votes shall not exceed the number of election votes they have.
② Election of independent directors (for example, in Table 1, proposal 2, equal amount election is adopted, and the number of candidates to be elected is 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders can distribute the number of election votes among the three independent director candidates arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
③ Election of non employee representative supervisors (for example, in proposal 3 of table I, equal election is adopted, and the number of candidates is 2). The number of election votes owned by shareholders = the total number of voting shares represented by shareholders × two
Shareholders may distribute the number of election votes they have arbitrarily among the two candidates for supervisors, but the total number of votes shall not exceed the number of election votes they have, and the number of votes cast shall not exceed 2.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If shareholders vote on specific proposals first and then on the general proposal, the voting opinions of the specific proposals that have been voted on shall prevail, and other proposals that have not been voted on shall be subject to the general proposal
