HANGZHOU, China,
Sept. 15, 2022
/PRNewswire/ -- Hailiang Education Group Inc. (Nasdaq: HLG), an
education and management services provider in China ("Hailiang Education" or the "Company"),
today announced that at an extraordinary general meeting of
shareholders held today, the Company's shareholders voted in favor
of, among other things, the proposal to approve the re-election of
five directors of the Company to hold office until the effective
time of the Merger (as defined below), and the proposal to
authorize and approve the previously announced agreement and plan
of merger (the "Merger Agreement"), dated May 7, 2022, by and between the Company, Hailiang
Education International Limited, an exempted company with limited
liability incorporated under the law of the Cayman Islands ("Parent"), and HE Merger Sub
Limited, an exempted company with limited liability incorporated
under the law of the Cayman
Islands and a wholly owned subsidiary of Parent ("Merger
Sub"), the plan of merger required to be filed with the Registrar
of Companies of the Cayman Islands
(the "Plan of Merger") in order to give effect to the merger of
Merger Sub with and into the Company, with the Company continuing
as the surviving company and becoming a wholly owned subsidiary of
Parent (the "Merger"), and any and all transactions contemplated by
the Merger Agreement and the Plan of Merger, including the
Merger.
![(PRNewsfoto/Hailiang Education Group Inc.) (PRNewsfoto/Hailiang Education Group Inc.)](https://mma.prnewswire.com/media/999307/Hailiang_Logo.jpg)
Approximately 88.53% of the Company's total outstanding ordinary
shares, including ordinary shares represented by the Company's
American Depositary Shares (the "ADSs"), voted in person or by
proxy at the extraordinary general meeting. Each shareholder had
one vote for each ordinary share. These shares represented
approximately 88.53% of the total outstanding votes represented by
the Company's total ordinary shares outstanding at the close of
business in the Cayman Islands on
the record date of September 1, 2022.
The following is a summary of the voting results at the
extraordinary general meeting of shareholders:
- The Merger Agreement, the Plan of Merger and the transactions
contemplated thereby, including the Merger, were approved by over
99.99% of the total votes cast at the extraordinary general
meeting.
- The authorization of each of the directors of the Company to do
all things necessary to give effect to the Merger Agreement, the
Plan of Merger and the transactions contemplated thereby, including
the Merger was approved by over 99.99% of the total votes cast at
the extraordinary general meeting.
- The re-election of Mr. Junwei
Chen as a director of the Company to hold office until the
effective time of the Merger was approved by over 99.99% of the
total votes cast at the extraordinary general meeting.
- The re-election of Mr. Cuiwei Ye as a director of the Company
to hold office until the effective time of the Merger was approved
by over 99.99% of the total votes cast at the extraordinary general
meeting.
- The re-election of Mr. Ken He as
a director of the Company to hold office until the effective time
of the Merger was approved by over 99.99% of the total votes cast
at the extraordinary general meeting.
- The re-election of Mr. Xiaofeng
Cheng as a director of the Company to hold office until the
effective time of the Merger was approved by over 99.99% of the
total votes cast at the extraordinary general meeting.
- The re-election of Mr. Xiaohua
Gu as a director of the Company to hold office until the
effective time of the Merger was approved by over 99.99% of the
total votes cast at the extraordinary general meeting.
Completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. The
Company will work with the other parties to the Merger Agreement
towards satisfying all other conditions precedent to the Merger set
forth in the Merger Agreement and completing the Merger as quickly
as possible. If and when completed, the Merger would result in the
Company becoming a privately held company, its ADSs will no longer
be listed on the NASDAQ Global Market, and the Company's ADS
program for the Company's ordinary shares will terminate.
About Hailiang Education Group Inc.
Hailiang Education Group Inc. (Nasdaq: HLG) is an education and
management services provider in China. The Company primarily
focuses on providing distinguished, specialized, and
internationalized education. Hailiang Education is dedicated to
providing students with high-quality high school curriculum
education, student management services, ancillary educational
services, and education and management services, and it strives to
maintain the high quality of its students' life, study, and
development. Hailiang Education adapts its educational services
based upon its students' individual aptitudes. Hailiang Education
is devoted to improving its students' academic capabilities,
cultural accomplishments, and international perspectives. For more
information, please visit http://ir.hailiangedu.com.
Forward-Looking Statements
This press release contains information about Hailiang
Education's view of its future expectations, plans, and prospects
that constitute forward-looking statements. These forward-looking
statements are made under the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts in this announcement are
forward-looking statements, including, but not limited to the
following: the Company's ability to consummate the transactions
contemplated under the Merger Agreement as planned, and other risks
detailed in the Company's filings with the U.S. Securities and
Exchange Commission (the "SEC"), as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. Hailiang Education may also make written or oral
forward-looking statements in its periodic reports to the SEC, in
its annual report to shareholders, in press releases and other
written materials, and in oral statements made by its officers,
directors, or employees to third parties. Statements that are not
historical facts, including statements about Hailiang Education's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, whether known or unknown, and are based on current
expectations and projections about future events and financial
trends that the Company believes may affect its financial
condition, results of operations, business strategy, and financial
needs. Investors can identify these forward-looking statements by
words or phrases such as "may," "will," "will make," "will be,"
"expect," "anticipate," "aim," "estimate," "intend," "plan,"
"believe," "potential," "continue," "endeavor to," "is/are likely
to," or other similar expressions. Further information regarding
these and other risks is included in our annual report on Form 20-F
and other filings with the SEC. All information provided in this
press release is as of the date of this press release, and Hailiang
Education undertakes no obligation to update any forward-looking
statements, except as may be required under applicable law.
For more information, please contact:
Mr. Litao Qiu
Board Secretary
Hailiang Education Group Inc.
Phone: +86-571-5812-1974
Email: ir@hailiangeducation.com
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SOURCE Hailiang Education