UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K 

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2019

Commission File Number: 001-36907 

 

 

 

Hailiang Education Group Inc.

 

 

 

1508 Binsheng RD,

Binjiang District, Hangzhou City,

Zhejiang, China 310052

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F x Form 40-F ¨ 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Hailiang Education Group Inc.  
       
Date: April 29, 2019 By: /s/ Ming Wang  
    Name: Ming Wang  
    Title: Chief Executive Officer  

 

 

 

 

EXHIBIT INDEX

     

Exhibit No.

  Description
   
99.1   2019 Notice of Annual General Meeting and Proxy Statement
   
99.2   Form of 2019 Proxy Card
   
99.3   Depositary Notice to holders of American Depositary Shares
   
99.4   Form of registered proxy card for holders of American Depositary Shares
     

99.5

Press Release

 

 

 

 

Exhibit 99.1

 

HAILIANG EDUCATION GROUP INC.

(incorporated in the Cayman Islands with limited liability)

(NASDAQ: HLG)

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Hailiang Education Group Inc. (the “Company”) will be held on June 6, 2019, at 10:00 a.m., China Standard Time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China for the following purposes:

 

1.To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;
2.To re-elect Mr. Cuiwei Ye as a director of the Company to hold office until the next annual general meeting;
3.To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;
4.To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;
5.To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;
6.To authorize the Board of Directors to fix the remuneration of the directors; and
7.To approve, ratify, and confirm the appointment of KPMG Huazhen LLP as the Company’s independent auditors for the year ending June 30, 2019, and to authorize the Board of Directors to fix their remuneration.

         

The Board of Directors of the Company has fixed the close of business on April 30, 2019, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of ordinary shares of the Company, whether or not represented by American Depositary Shares (the “ADSs”), on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

 

Shareholders may obtain a copy of the proxy materials, including the Company’s 2018 annual report, from the Company’s website at www.hailiangeducation.com or by submitting a request to ir@hailiangeducation.com.

 

By Order of the Board of Directors,  
   
/s/ Ming Wang  
Ming Wang  
Chairman of the Board of Directors  
   
Hangzhou, China  
   
April 29, 2019  

 

 

 

 

HAILIANG EDUCATION GROUP INC.

2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 6, 2019

PROXY STATEMENT

 

The Board of Directors of Hailiang Education Group Inc. (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on June 6, 2019, at 10:00 a.m., China Standard Time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China, or any adjournment thereof.

 

Only holders of the ordinary shares of the Company of record at the close of business on April 30, 2019 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. Two shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum.

 

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on behalf of him or her. A proxy need not be a shareholder of the Company. Each holder of the Company’s ordinary shares shall be entitled to one vote in respect of each ordinary share held by him or her on the Record Date.

 

PROPOSALS TO BE VOTED ON

 

At the Meeting, ordinary resolutions will be proposed as follows:

 

1.To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;
2.To re-elect Mr. Cuiwei Ye as a director of the Company to hold office until the next annual general meeting;
3.To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;
4.To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;
5.To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;
6.To authorize the Board of Directors to fix the remuneration of the directors; and
7.To approve, ratify, and confirm the appointment of KPMG Huazhen LLP as the Company’s independent auditors for the year ending June 30, 2019, and to authorize the Board of Directors to fix their remuneration.

         

The Board of Directors recommends a vote “FOR” each proposal from Proposals No. 1-7.

 

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

 

Shareholders entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached proxy form in accordance with the instructions set out therein.

 

VOTING PROCEDURE FOR HOLDERS OF AMERICAN DEPOSITARY SHARES

 

Deutsche Bank, as depositary of the ADSs, has advised the Company that it intends to mail to all holders of ADSs the Notice of the Meeting, this Proxy Statement, and an ADS Voting Instruction Card. Upon the delivery of a signed and completed ADS Voting Instruction Card as instructed therein, the depositary will endeavor, to the extent practicable, to vote or cause to be voted the number of ordinary shares represented by the ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request.

 

The depositary has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions.

 

As the holder of record for all the ordinary shares represented by the ADSs, the depositary may only vote those ordinary shares represented by the ADSs whose holders’ instructions were timely received by the depositary and in the manner specified by the depositary, at the Meeting. If the enclosed ADS Voting Instruction Card is properly signed and dated but no direction is made, the depositary will not vote the ordinary shares represented by such ADSs, but will give discretionary proxy to a person designated by the Company. The depositary shall also give discretionary proxy to a person designated by the Company, with respect to those ordinary shares represented by the ADSs whose holders’ instructions were not timely received by the Depositary.

 

 

 

 

The depositary and its agents are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions.

 

There is no guarantee that holders of the ADSs or any such holder in particular will receive the Notice of the Meeting with sufficient time to instruct the depositary to vote, and it is possible that a holder of the ADSs will not have the opportunity to exercise its right to vote.

 

ANNUAL REPORT TO SHAREHOLDERS

 

Pursuant to NASDAQ’s Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The 2018 annual report for the year ended June 30, 2018 (the “2018 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders and beneficial owners of the Company’s ADSs. You may obtain a copy of our 2018 Annual Report to shareholders by visiting the “Financial Reports” heading under the “Investor Relations” section of the Company’s website at www.hailiangeducation.com. If you want to receive a paper or email copy of the Company’s 2018 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations department of the Company, at ir@hailiangeducation.com.

 

PROPOSAL NO. 1 THROUGH PROPOSAL NO. 6

 

RE-ELECTION OF CURRENT DIRECTORS

AND

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX REMUNERATION OF DIRECTORS

 

The Board of Directors currently consists of five members. All five current directors named below will seek re-election at the Meeting.

 

Each director to be re-elected will hold office until the next annual general meeting of shareholders or until his appointment is otherwise terminated in accordance with the articles of association of the Company.

 

DIRECTORS FOR RE-ELECTION

 

Mr. Ming Wang, age 58, has served as the chairman of the board of directors and chief executive officer of Hailiang Inc. since 2014. He has also served as the chairman of Hailiang Consulting, our wholly-owned subsidiary in China, since 2011. He has also served as vice president of Hailiang Group, a related party, since 2004. Mr. Wang is also a director of Bank of Ningxia Co., Ltd since February 2011. Mr. Wang was named to the Forbes China 2018 Top 50 "Best CEOs of Chinese Public Companies" List in September 2018 and was also named as "2017 China Education Industry Outstanding Contributor" by Sina China Education Ceremony - 10th Anniversary in November, 2017. Mr. Wang received an MBA degree from the University of Management and Technology and an EMBA degree from Zhongnan University of Economics and Law. Mr. Wang is also a Senior Economist certified by the Zhejiang provincial government.

 

Mr. Cuiwei Ye, age 60, has served as a director and principal general of Hailiang Inc. since November 3, 2017. With the accumulation of 17 years of experience being the principal of Hangzhou No.2 High School, Mr. Ye is a seasoned school principal with high reputation and rich experience in education. Mr. Ye received a Bachelor of Science Degree in Biology from Hubei University, a Master’s Degree in Education Leadership from the University of Canberra in Australia, and is currently a PhD candidate from East China Normal University. As a nationally renowned principal, Mr. Ye has been awarded with several honorary titles by education organizations and media, such as Person of the Year of Chinese Brands in 2017, Contemporary Education Master, one of China’s Top 10 Popular Principals selected by China Education Newspaper, China’s Good Principal selected by China Education Website, initiator of high school principal’s real-name recommendation system of Peking University, Adjunct professor of high school principal training center of Ministry of Education, Adjunct professor of Southwest University, Adjunct professor of Zhejiang Normal University, National Education Advanced Worker, Zhejiang Merit Teacher.

 

 

 

 

Mr. Ken He, age 39, has served as our independent director since June 2015. Mr. He is currently serving as the vice president of Racing Capital Management (HK) Limited, an asset management company, where he oversees its asset management and financial activities. From August 2011 to September 2015, Mr. He served as the chief financial officer of China Shengda Packaging Group Inc., or China Shengda, where he oversaw China Shengda’s financing and investment activities, accounting practices and investor relations. Before joining China Shengda, Mr. He served as an investment director of Wealthcharm Investments Limited, a private investment company, from September 2009. Prior to that, Mr. He spent five years at PricewaterhouseCoopers Australia and China. Having several years of experience in the financial and accounting field, Mr. He is experienced and familiar with Chinese accounting standards, Hong Kong accounting standards, Australian accounting standards, international accounting standards and U.S. GAAP, as well as the differences among them. Mr. He holds a master’s degree in applied finance from Macquarie University, Australia. Mr. He is a U.S. Certified Public Accountant, and he also holds a Certified Public Accountant designation from the Chinese Institute of CPA, a Certified Public Accountant designation from the Hong Kong Institute of CPA, a Certified Practicing Accountant designation from the CPA Australia and a Chartered Financial Analyst designation from the CFA Institute.

 

Mr. Xiaohua Gu, age 47, has served as our independent director since June 2015. Since March 2012, Mr. Gu has been the vice president of Zhongxingcai Guanghua Certified Public Accountants LLP, Shanghai Office, where he is responsible for the audit, tax compliance and book-keeping services of the firm. Since 2011, Mr. Gu has been an independent director of China Education Alliance, Inc., a reporting company with common stock traded on the OCTQX marketplace. From March 2010 to February 2012, Mr. Gu has been a partner at Beijing Jiafucheng International Investment Corporation, which is a financial service institution providing investment banking services and managing private equity investments. Starting from 2014, Mr. Gu has also been lecturing and organizing case studies in finance and auditing at Fudan University. From 2006 to 2010, Mr. Gu worked in KPMG as an associate, providing tax planning services. Mr. Gu obtained his master’s degree in accounting from Leeds Metropolitan University, the United Kingdom, in 2004, and he also received a master’s degree in business administration from Newcastle University, the United Kingdom, in 2001.

 

Mr. Xiaofeng Cheng, age 44, has served as our independent director since October 2016. Since July 2012, Mr. Cheng has served as a partner at Jingtian & Gongcheng law firm in Beijing. Previously, Mr. Cheng served in various positions at several international law firms. In addition, Mr. Cheng has served as adjunct professor at Peking University Law School since September 2011. Mr. Cheng received his master’s degree in Law from Columbia University in 2003, master’s degree in Criminology from the University of South Florida in 2002 and bachelor degrees in both Law and Economics from Peking University in 1999.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE RE-ELECTION OF EACH OF THE CURRENT DIRECTORS NAMED ABOVE

AND

AUTHORIZATION OF THE BOARD TO FIX THE RENUMERATION OF THE DIRECTORS.

 

PROPOSAL NO. 7

 

APPROVAL, RATIFICATION, AND CONFIRMATION OF

APPOINTMENT OF INDEPENDENT AUDITORS

AND

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION

 

The Company’s audit committee recommends, and the Board of Directors concurs, that KPMG Huazhen LLP be appointed as the Company’s independent auditors for the fiscal year ending June 30, 2019, and that the Board of Directors be authorized to fix their remuneration.

 

In the event that our shareholders fail to approve, ratify, and confirm the appointment and the authorization, our audit committee will reconsider its selection. Even if the appointment is approved, ratified, and confirmed, our audit committee in its discretion may recommend the appointment of a different independent auditing firm at any time during the year if the audit committee believes that such a change would be in the best interests of the Company and its shareholders.

 

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND

A VOTE FOR APPROVAL, RATIFICATION, AND CONFIRMATION OF THE APPOINTMENT

OF

KPMG HUAZHEN LLP

AS THE COMPANY’S INDEPENDENT AUDITORS

FOR THE FISCAL YEAR ENDING JUNE 30, 2019

AND

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION.

 

 

 

 

OTHER MATTERS

 

The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

 

  By order of the Board of Directors
   
  /s/ Ming Wang
  Ming Wang
  Chairman of the Board of Directors

 

April 29, 2019

 

 

 

Exhibit 99.2

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF

HAILIANG EDUCATION GROUP INC.

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 6, 2019

 

The undersigned shareholder of Hailiang Education Group Inc., a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of shareholders (the “Meeting”) and the Proxy Statement, each dated April 29, 2019, and hereby appoints, if no person is specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting of the Company to be held on June 6, 2019, at 10:00 a.m., China Standard Time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China, or at any adjournment or postponement thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith.

 

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the following proposals:

 

1.To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;
2.To re-elect Mr. Cuiwei Ye as a director of the Company to hold office until the next annual general meeting;
3.To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;
4.To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;
5.To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;
6.To authorize the Board of Directors to fix the remuneration of the directors; and
7.To approve, ratify, and confirm the appointment of KPMG Huazhen LLP as the Company’s independent auditors for the year ending June 30, 2019, and to authorize the Board of Directors to fix their remuneration.

         

This proxy should be marked, dated, and signed by the shareholder exactly as his or her name appears on the share certificate and be returned promptly in the enclosed envelope. Any person signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.

 

Please date, sign, and mail this

proxy card back as soon as possible.

 

¨ i DETACH PROXY CARD HERE i

Mark, sign, date and return this Proxy Card promptly

using the enclosed envelope.

 

 

 

                 
   

This Proxy Card must be received

prior to the close of business on June 3, 2019, China Standard Time

 

 

Votes must be indicated

(x) in Black or Blue ink.

 

         
        FOR   AGAINST   ABSTAIN
         
PROPOSAL NO. 1:   To re-elect Mr. Ming Wang as a director of the Company to hold office until the next annual general meeting;      
         
PROPOSAL NO. 2:   To re-elect Mr. Cuiwei Ye as a director of the Company to hold office until the next annual general meeting;      
         
PROPOSAL NO. 3:   To re-elect Mr. Ken He as a director of the Company to hold office until the next annual general meeting;      
         
PROPOSAL NO. 4:   To re-elect Mr. Xiaofeng Cheng as a director of the Company to hold office until the next annual general meeting;      
         
PROPOSAL NO. 5:   To re-elect Mr. Xiaohua Gu as a director of the Company to hold office until the next annual general meeting;      
         
PROPOSAL NO. 6:   To authorize the Board of Directors to fix the remuneration of the directors; and      
         
PROPOSAL NO. 7:   To approve, ratify, and confirm the appointment of KPMG Huazhen LLP as the Company’s independent auditors for the year ending June 30, 2019, and to authorize the Board of Directors to fix their remuneration.      
 

This Proxy Card must be signed by the person registered in the register of members at the close of business on April 30, 2019. In the case of a shareholder that is not a natural person, this Proxy Card must be executed by a duly authorized officer or attorney of such entity. Completed and duly executed Proxy Card shall be mailed to the Company at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China, prior to the close of business on June 3, 2019, China Standard Time.

 

     
Share Owner signs here   Co-Owner signs here
                     

Date:

 

 

Exhibit 99.3

     

Deutsche Bank Trust Company Americas

Global Transaction Banking

 

  LOGO
     
DEPOSITARY RECEIPTS   April 29, 2019

 

Depositary’s Notice of General Meeting of Shareholders:

     
ADR Issue:   Hailiang Education Group Inc.
   
CUSIP :   40522L108 (DTC Eligible) DR ISIN: US40522L1089
   
Country:   Cayman Islands
   
Meeting Details:   Annual General Meeting
   
ADS Record Date:   April 30, 2019
   
Voting Deadline:   May 28, 2019 at 10:00 AM EST
   
Meeting Date:   June 6, 2019
   
Meeting Agenda:   The Company’s Notices of Meeting including the Agenda for each are attached
   
Ratio (ORD:ADS):   Each ADS represents 16 ordinary shares (“Shares”)

 

Deutsche Bank Trust Company Americas, as depositary (the “Depositary”) for the American Depositary Share (“ADS”) program of Hailiang Education Group Inc. (the “Company”) has received notice from the Company of Annual General Meeting of Shareholders (the “Meeting”) currently scheduled on the date set forth above. Shareholders may obtain a copy of the proxy materials, including the Company’s 2018 annual report, from the Company’s website at www.hailiangeducation.com or by submitting a request to ir@hailiangeducation.com.

 

In accordance with the provisions of the Deposit Agreement among the Company, the Depositary, and all registered holders (“Holders”) and beneficial owners (“Beneficial Owners”) from time to time of ADSs issued thereunder (the “Deposit Agreement”), Holders of ADSs at the close of business (NY Time) on the ADS Record Date set forth above, will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Shares, to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares represented by such Holder’s ADSs. A voting instruction form is enclosed for that purpose.

 

With respect to any properly completed voting instructions received by the Depositary on or prior to the Voting Deadline set forth above, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s Memorandum and Articles of Association and the provisions of or governing the Shares, to vote or cause the Custodian to vote the Shares (in person or by proxy) represented by ADSs in accordance with such voting instructions.

 

Holders are advised that in the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Shares represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the Shares represented by the ADSs held by such Holder on the ADS Record Date set forth above, pursuant to the terms of the Deposit Agreement, Holders will be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Shares, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. The Depositary shall have no obligation to notify Holders if it should receive any such notification from the Company.

 

 

 

 

Beneficial Owners of ADSs held through a bank, broker, or other nominee must follow voting instructions given by their broker or custodian bank, which may provide for earlier deadlines for submitting voting instructions than the Voting Deadline indicated above.

 

Please note that persons beneficially holding ADSs through a bank, broker or other nominee that wish to provide voting instructions with respect to the securities represented by such ADSs must follow the voting instruction requirements of, and adhere to the deadlines set by, such bank, broker or other nominee. Such requirements and deadlines will differ from those set forth herein for registered holders of ADSs.

 

Holders and persons and/or entities having a beneficial interest in any ADS (“Beneficial Owners”) are advised that (a) the Depositary has not reviewed the Company’s website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained in any document prepared by the Company or on the Company’s website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) in the event that voting on any resolution or matter is conducted on a show of hands basis, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions described above) received by the Depositary from Holders shall lapse, (d) the Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote.

 

For more information, contact:

Depositary Receipts

Phone: (800) 821-8780

dbemails@astfinancial.com

 

 

 

Exhibit 99.4

 

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HAILIANG EDUCATION GROUP INC. June 6, 2019 GO GREEN eConsent makes it easy to go paperless. With eConsent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Please sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 10:00 AM EST on May 28, 2019. Please detach along perforated line and mail in the envelope provided. 00033333330000000000 7 060619 To change the address on your account or to add the email, please check the box at right. Electronic Shareholder Communications Please join the growing number of shareholders who receive emailsinstead of hard copy shareholder communications. Register online at astfinancial.com or supply your email address below. Please indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

 

 

 

 

Exhibit 99.5

 

Hailiang Education Group Inc. to Hold Annual Meeting of Shareholders on June 6, 2019

  

HANGZHOU, China, April 29, 2019 /PRNewswire/ -- Hailiang Education Group Inc. (Nasdaq: HLG) ("Hailiang Education" or the "Company"), an education and management service provider of primary, middle, and high schools in the PRC, today announced it will hold its 2019 Annual General Meeting of Shareholders (the “Meeting”) on June 6, 2019, at Hailiang Education Group Inc., Zhejiang, China.

 

Date: June 6, 2019
Time: 10 a.m. local time
Location: 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China

  

As fully discussed in the definite proxy statement described below, the annual meeting will be devoted to the following proposals:

 

·To re-elect Mr. Ming Wang, Mr. Cuiwei Ye, Mr. Ken He, Mr. Xiaofeng Cheng, and Mr. Xiaohua Gu as directors of the Company to hold office until the next annual general meeting;

 

·To authorize the Board of Directors to fix the remuneration of the directors; and

  

·To approve, ratify and confirm the appointment of KPMG Huazhen LLP as the Company’s independent auditors for the year ending June 30, 2019, and to authorize the Board of Directors to fix their remuneration.

  

Ordinary shareholders of record as of the close of business on Monday, April 30, 2019, will be entitled to vote at the meeting.

 

To attend the call, please use the information below for dial-in access. When prompted on dial-in, please reference "Hailiang Education Group" to join the call.

 

Conference Call
Date: June 6, 2019
Time: 10:00 am Beijing Time, PRC
International Toll Free:

United States: +1 888-346-8982

Mainland China: +86 400-120-1203

Hong Kong: +852 800-905-945

International: International: +1 412-902-4272
Conference ID: Hailiang Education Group

  

Please dial in at least fifteen minutes before the commencement of the call to ensure timely participation. For those unable to participate, an audio replay of the conference call will be available from approximately one hour after the end of the live call until June 12, 2019. The dial-in for the replay is +1-877-344-7529 within the United States or +1-412-317-0088 internationally. The replay access code is No. 10131249.

  

 

 

  

Additional Information

 

This press release may be deemed to be solicitation material in respect of the annual meeting. In connection with the annual meeting, the Company filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2019, a definitive proxy statement, which is publicly available, and has mailed such definitive proxy statement to stockholders on or about April 30, 2019. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSALS, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE PROPOSALS ON BEHALF OF THE COMPANY, AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSALS AND RELATED MATTERS. Shareholders may access the Company’s definitive proxy statement, without charge, at the SEC’s website www.sec.gov. Shareholders that want to receive a paper or email copy of the Company’s 2018 Annual Report to shareholders, must request one. There is no charge for requesting a copy. Please make requests for a copy to the Investor Relations department of the Company, at ir@hailiangeducation.com. We will furnish a requesting stockholder with any exhibit not contained therein upon specific request. In addition, the Proxy Statement, as well as our 2018 Annual Report, is available on our Internet website at http://ir.hailiangedu.com.

  

About Hailiang Education Group Inc.

 

Hailiang Education (Nasdaq: HLG) is one of the largest primary, middle, and high school educational service providers in China. The Company primarily focuses on providing distinguished, specialized, and internationalized education. Hailiang Education is dedicated to providing students with high-quality primary, middle, and high school, and international educational services and highly values the quality of students' life, study, and development. Hailiang Education adapts its education services based upon its students' individual aptitudes. Hailiang Education is devoted to improving its students' academic capabilities, cultural accomplishments, and international perspectives. Hailiang Education operates multilingual classrooms and languages used include Chinese, English, Spanish, Japanese, Korean, and French. In addition, Hailiang Education has launched various diversified high-quality courses, such as Mathematical Olympiad courses, A-level courses, Australia Victorian Certificate of Education (VCE) courses, IELTS courses, TOEFL courses, as well as SAT courses. The Company has also formed extensive cooperative relations with more than 200 educational institutions and universities globally. Hailiang Education is committed to making great effort to provide its students with greater opportunities to enroll in well-known domestic or international universities to further their education. For more information, please visit http://ir.hailiangedu.com.

 

Forward-Looking Statement

 

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: general economic conditions in China, competition in the education industry in China, the expected growth of the Chinese private education market, Chinese governmental policies relating to private educational services and providers of such services, health epidemics and other outbreaks in China, the Company's business plans, the Company's future business development, results of operations, and financial condition, expected changes in the Company's revenue and certain cost or expense items, its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the number of students entrusted by schools, the successful integration of acquired companies, technologies and assets into its portfolio of services, marketing and other business development initiatives, dependence on key personnel, the ability to attract, hire, and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property, the outcome of ongoing, or any future, litigation or arbitration, including those relating to copyright and other intellectual property rights, and other risks detailed in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"). 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 visit http://ir.hailiangedu.com.

 

 

 

 

Contacts:

 

Mr. Litao Qiu

Board Secretary

Hailiang Education Group Inc.

Phone: +86-571-5812-1974

Email: ir@hailiangeducation.com

 

Ms. Tina Xiao

Ascent Investor Relations LLC

Phone: +1-917-609-0333

Email: tina.xiao@ascent-ir.com