In connection with the Dual-class Share Structure, the Company proposes to: (a)In the release dated December 2, 2024, the following paragraph reads:"create a new class of shares and change the maximum number of shares that the Company is authorised to issue from 30,000,000 ordinary shares of US$0.01 par value each to 600,000,000 shares divided into 500,000,000 Ordinary Shares with a par value of US$0.0005 each and 100,000,000 Class A Shares with a par value of US$0.0005 (the "Change in Authorised Shares”);”Is corrected to read as follows:create a new class of shares and change the maximum number of shares that the Company is authorised to issue from 30,000,000 ordinary shares to 600,000,000 shares divided into 500,000,000 Ordinary Shares and 100,000,000 Class A Shares (the "Change in Authorised Shares”); (b)amend and restate its existing memorandum and articles of association registered with the Registrar or Corporate Affairs in the British Virgin Islands to include, amongst other things: (i)the creation of a new class of Class A Shares with each Class A Share being entitled to fifteen (15) votes on all matters subject to vote at general meetings of the Company; and (ii)In the release dated December 2, 2024, the following paragraph reads:the following provision: "Notwithstanding any other provision of these Articles, each Class A Share shall be automatically converted into an Ordinary Share immediately upon the holders of Class A Shares in aggregate beneficially owning less than 1,488,000 Class A Shares, which is equivalent to 5% of the total issued and outstanding Class A Shares as of the date of registration of these Memorandum and Articles.”; andIs corrected to read as follows:the following provision: "Notwithstanding any other provision of these Articles, each Class A Share shall be automatically converted into an Ordinary Share immediately upon the holders of Class A Shares in aggregate beneficially owning less than 74,400 Class A Shares, which is equivalent to 5% of the total issued and outstanding Class A Shares as of the date of registration of these Memorandum and Articles.”; and (c)In the release dated December 2, 2024, the following paragraph shall be deleted in its entirely:conduct a division of shares by which each issued ordinary share of US$0.01 par value each in the Company would be divided into a larger number of Ordinary Shares of US$0.0005 par value each resulting in every one currently issued ordinary share being divided into 20 Ordinary Shares.
In the release dated December 2, 2024, the following paragraph reads: "The Company proposes to amend and restate the existing memorandum and articles of association registered with the Registry of Corporate Affairs in the British Virgin Islands to adopt a dual-class share structure (the "Dual-class Share Structure”), pursuant to which the Company will create a new class of shares and the Company’s issued ordinary shares of US$0.01 par value each shall be re-designated into (i) ordinary shares of US$0.0005 par value each ("Ordinary Share”), and (ii) class A ordinary shares of US$0.0005 par value each ("Class A Shares”), with each Ordinary Share being entitled to one (1) vote and each Class A Share being entitled to fifteen (15) votes on all matters subject to vote at general meetings of the Company.” Is corrected to read as follows: The Company proposes to amend and restate the existing memorandum and articles of association currently registered with the Registry of Corporate Affairs in the British Virgin Islands to adopt a dual-class share structure (the "Dual-class Share Structure”), pursuant to which the Company will create a new class of shares of class A ordinary shares (the "Class A Shares”), with each ordinary share (the "Ordinary Shares”) being entitled to one (1) vote and each Class A Share being entitled to fifteen (15) votes on all matters subject to vote at general meetings of the Company.
The notice of the AGM sets forth the resolutions to be submitted to shareholders of the Company for approval and other relevant information regarding the AGM, the proposed Dual-class Share Structure and how to vote ordinary shares or direct Deutsche Bank Trust Company Americas to vote the ordinary shares represented by the ADSs at the AGM.
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Author / Journalist: Wah Fu Education Group Limited
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