Securities code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) securities abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022039 XueDa (Xiamen) Education Technology Group Co., Ltd
Notice on convening the 2021 annual general meeting of shareholders
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: 2021 annual general meeting of shareholders;
2. Convener of the general meeting of shareholders: the board of directors of the company. The second meeting of the 10th board of directors held on April 22, 2022 considered and adopted the proposal on convening the 2021 annual general meeting of shareholders;
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 Wednesday, May 25, 2022;
Online voting time: May 25, 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 May 25, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 25, 2022.
5. Convening method of the meeting: the combination of on-site voting and online voting;
6. Equity registration date of the meeting: May 19, 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 May 19, 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 √
Non cumulative voting proposal
1.00 annual report 2021 (full text and abstract) √
2.00 work report of the board of directors in 2021 √
3.00 work report of the board of supervisors in 2021 √
4.00 financial final accounts report of 2021 √
5.00 plan for profit distribution and conversion of reserve fund into share capital in 2021 √
6.00 proposal on uncovered losses exceeding one third of the total paid in share capital √
Proposal on the use of idle funds 7.00√
8.00 proposal on providing guarantee for subsidiaries applying for bank credit line √
2. The contents of the above proposal have been deliberated and approved at the second meeting of the 10th board of directors and the second meeting of the 10th board of supervisors held by the company on April 22, 2022. For details, see the company’s website on China Securities News, securities times and cninfo (www.cn. Info. Com. CN) on April 26, 2022 The announcement on the resolution of the second meeting of the 10th board of directors, the announcement on the resolution of the second meeting of the 10th board of supervisors, the annual report of 2021 (full text and abstract), the work report of the board of directors in 2021, the work report of the board of supervisors in 2021, the financial statement report of 2021, and the statement on the proposed no profit distribution in 2021 disclosed at the meeting The contents of the announcement on uncovered losses exceeding one third of the total paid in share capital, the announcement on using idle raised funds for cash management, and the announcement on providing guarantee for subsidiaries’ application for bank credit line.
3. Special note:
(1) All the above proposals are ordinary resolutions and must be approved by the shareholders (including shareholders) attending the general meeting of shareholders
More than one-half of the total number of valid voting shares held by agents.
(2) Proposals 5 and 7 considered at the annual general meeting of shareholders will count the votes of small and medium-sized investors separately and disclose the voting results.
4. The independent directors of the company will report on their work at the annual general meeting of shareholders.
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 show the copy of the duplicate of the business license stamped with the official seal of the client’s company, his valid ID card, qualification certificate of the legal representative, written power of attorney issued by the 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 May 20, 2022).
See Annex II for the temsector of power of attorney.
(II) registration time: 9:00-17:00, Friday, May 20, 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: zg Xueda (Xiamen) Education Technology Group Co.Ltd(000526) 163.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 second meeting of the 10th board of directors of the company;
2. Resolution of the second meeting of the 10th board of supervisors of the company.
It is hereby notified.
XueDa (Xiamen) Education Technology Group Co., Ltd
Board of directors
April 26, 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.
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 the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
II Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on May 25, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00;
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
III Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on May 25, 2022 (the day of the on-site shareholders’ meeting), and ends at 3:00 p.m. on May 25, 2022 (the day of the on-site shareholders’ meeting).
2. For online voting through the Internet voting system, shareholders need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Power of attorney
I hereby entrust (Mr. and Ms.) to attend the 2021 annual general meeting of shareholders of XueDa (Xiamen) Education Technology Group Co., Ltd. on behalf of me / my unit, vote on various proposals considered at the meeting according to this power of attorney, and sign relevant meeting documents on my behalf:
My / our voting opinions on the general meeting of shareholders are as follows:
Remarks agree to oppose the proposal of waiver, code the column ticked in the name of the proposal
You can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 annual report 2021 (full text and abstract) √
2.00 work report of the board of directors in 2021 √
3.00 work report of the board of supervisors in 2021 √
4.00 financial final accounts report of 2021 √
5.00 profit distribution in 2021 and conversion of provident fund into shares √
This plan
6.00 “on excess of outstanding losses over total paid in share capital √”
One third of the bill
7.00 on cash management with idle raised funds √
Reasonable proposal
8.00 √ on applying for bank credit line for subsidiaries
Proposal for guarantee
Note:
1. The trustor may mark “√” in the column of consent, objection and waiver of the above matters to vote.
2. If the trustor fails to give clear instructions on the voting opinions of the above proposal, the trustee shall
□ have the right to vote according to their own opinions □ have no right to vote according to their own opinions
Name of the trustor: nature of shares held by the trustor:
Number of shares held by the trustor: ID card number of the trustor
