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 May 2020

 

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): ¨

 

 

 

  

   

 

  

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On May 18, 2020, Mr. Ming Wang, notified Hailiang Education Group Inc. (the “Company”) of his desire to retire and resign as the chairman and a member of the Board of Directors (the “Board”) and as the chief executive officer of the Company. Mr. Wang will continue in his role through June 23, 2020 after the adjournment of the Company’s annual general meeting of shareholders (the “AGM”).

 

On May 18, 2020, the Company’s Corporate Governance and Nominating Committee nominated Mr. Junwei Chen to serve as a member of the Board, subject to the election and approval of the shareholders at the AGM. Additionally, the Board appointed Mr. Junwei Chen as the new chief executive officer of the Company. Mr. Junwei Chen will take office in his capacity as Board member and chief executive officer of the Company immediately upon the departure of Mr. Ming Wang, on June 23, 2020.

 

Mr. Junwei Chen, age 28, has served as the president of Hailiang Education Management Group Co., Ltd. since March 2019 and as the vice president of Hailiang Group Co., Ltd. since January 2019. He is one of the youngest executives serving in Fortune Global 500 companies. Mr. Chen received a doctorate degree in Energy and Resource Engineering from Peking University in 2019. While pursuing his doctorate degree, he served as the 38th president of the postgraduate student union, and organized many social undertakings, including the Peking University Doctoral Services Group. He was invited to the Great Hall of the People to receive commendation for his active participation in poverty alleviation. Mr. Chen holds multiple patents and has published several influential academic papers in international journals.

 

Other Events.

 

The Company will hold its AGM on June 23, 2020 at 10 a.m. (China Standard Time). A Notice of Annual General Meeting and Proxy Statement, a form of Proxy Card, a Depositary Notice to holders of American Depositary Shares and a form of registered proxy card for holders of American Depositary Shares are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively.

 

 

 

  

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: May 18, 2020 By:

/s/ Ming Wang

  Name: Ming Wang
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit

No.

  Description
     
99.1   2020 Notice of Annual General Meeting and Proxy Statement
     
99.2   Form of 2020 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 23, 2020, at 10:00 a.m., China Standard Time, at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China for the following purposes:

 

  1. To elect Mr. Junwei Chen 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, 2020, 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 May 21, 2020, 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, 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 2019 annual report, from the Company’s website at http://ir.hailiangedu.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  
   
May 18, 2020  

 

 

 

HAILIANG EDUCATION GROUP INC.

2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 23, 2020

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 23, 2020, 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 ordinary shares of the Company of record at the close of business on May 21, 2020 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. 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 such shareholder. 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 such shareholder on the Record Date.

 

PROPOSALS TO BE VOTED ON

 

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

 

  1. To elect Mr. Junwei Chen 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, 2020, 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 our American Depositary Shares (“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 ADS Voting Instruction Cards 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 ADS Voting Instruction Cards 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 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, his, her or 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 2019 annual report for the year ended June 30, 2019 (the “2019 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 2019 Annual Report to shareholders by visiting the “Financial Reports” heading under the “Investor Relations” section of the Company’s website at http://ir.hailiangedu.com/. If you want to receive a paper or email copy of the Company’s 2019 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

 

ELECTION OF JUNWEI CHEN AS DIRECTOR,

RE-ELECTION OF CERTAIN CURRENT DIRECTORS

AND

AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE DIRECTORS

 

The Board of Directors currently consists of five members. Mr. Ming Wang, chairman and director will retire as of June 23, 2020, after the adjournment of this Meeting. Mr. Junwei Chen named below will seek election at the Meeting. All other four current directors also named below will seek re-election at the Meeting.

 

Each director to be elected or 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.

 

DIRECTOR FOR ELECTION

 

Mr. Junwei Chen, age 28, has served as the president of Hailiang Education Management Group Co., Ltd. since March 2019 and as the vice president of Hailiang Group Co., Ltd. since January 2019. He is one of the youngest executives serving in Fortune Global 500 companies. Mr. Chen received a doctorate degree in Energy and Resource Engineering from Peking University in 2019. While pursuing his doctorate degree, he served as the 38th president of the postgraduate student union, and organized many social undertakings, including the Peking University Doctoral Services Group. He was invited to the Great Hall of the People to receive commendation for his active participation in poverty alleviation. Mr. Chen holds multiple patents and has published several influential academic papers in international journals. On May 18, 2020, the Company’s Corporate Governance and Nominating Committee nominated Mr. Junwei Chen to serve as a member of the Board.

 

DIRECTORS FOR RE-ELECTION

 

Mr. Cuiwei Ye, age 61, has served as our director and principal general of Hailiang Inc. since November 3, 2017. With 17 years of experience being the principal of Hangzhou No.2 High School, Mr. Ye is a seasoned and reputable school principal with a 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 40, 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 with 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 48, has served as our independent director since June 2015. Since August 1, 2016, Mr. Gu has served as the Chief Financial Officer for Dragon Victory International Limited (Nasdaq: LYL). From July 2006 to February 2010, Mr. Gu was the Hangzhou branch manager of the KPMG Consulting (China) CO., Ltd. From March 2010 to February 2012, Mr. Gu Xiaohua was the partner of RichLink International Investment Co., Ltd. From March 2012 to present, Mr. Gu has been a Director of China Education Group, Associate Director of HEP CPA Shanghai Branch. Mr. Gu holds a Master’s Degree in Newcastle University and a Master’s Degree in Finance in Leeds Metropolitan University.

 

Mr. Xiaofeng Cheng, age 45, 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 ELECTION OF JUNWEI CHEN AS DIRECTOR

AND

A VOTE FOR

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

AND

A VOTE FOR

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

 

 

 

 

PROPOSAL NO. 7

 

APPROVAL, RATIFICATION, AND CONFIRMATION OF

THE 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, 2020, 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

THE APPROVAL, RATIFICATION, AND CONFIRMATION OF THE APPOINTMENT

OF

KPMG HUAZHEN LLP

AS THE COMPANY’S INDEPENDENT AUDITORS

FOR THE FISCAL YEAR ENDING JUNE 30, 2020

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

May 18, 2020

 

 

 

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 23, 2020

 

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 May 18, 2020, 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 23, 2020, 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 elect Mr. Junwei Chen 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, 2020, 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.

 

 

 

 

DETACH PROXY CARD HERE

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 18, 2020, China Standard Time

 

Votes must be indicated

(x) in Black or Blue ink.

         
        FOR   AGAINST   ABSTAIN
         
PROPOSAL NO. 1:   To elect Mr. Junwei Chen 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, 2020, 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 May 21, 2020. 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 Cards shall be mailed to the Company at 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China, so as to be received by the Company prior to the close of business on June 18, 2020 China Standard Time.
 
     
Share Owner signs here   Co-Owner signs here
                     

Date:

 

 

 

 

Exhibit 99.3

 

 

May 21, 2020

Hailiang Education Group Inc.

Please be advised of the following Depositary's Notice of Annual General Meeting of Shareholders:

 

Depositary Receipt Information

CUSIP: 40522L108 (DTC Eligible) ADS ISIN: US40522L1089

 

Country of Incorporation: Cayman Islands
   
Meeting Details: Annual General Meeting
   
ADS Record Date: May 21, 2020
   
Voting Deadline: June 17, 2020 at 1:00 PM EST
   
Meeting Date: June 23, 2020
   
Meeting Agenda: The Company's Notice of Meeting, including the Agenda, is available at the Company’s website: www.hailiangeducation.com
   
Ratio (ORD:ADS): 16 : 1

 

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 2019 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.

 

 1

 

 

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) there can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (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 further information, please contact:

Depositary Receipts Phone: (800) 821-8780

db@astfinancial.com

 

 

 2

 

Exhibit 99.4

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.5

 

 

Hailiang Education Group Inc. to Hold Annual General Meeting of Shareholders on June 23, 2020

 

HANGZHOU, China, May 18, 2020 /PRNewswire/ -- Hailiang Education Group Inc. (Nasdaq: HLG) (“Hailiang Education”, the “Company” or “we”), an education and management services provider of primary, middle, and high schools in the PRC, today announced it will hold its 2020 Annual General Meeting of Shareholders (the "Meeting") on June 23, 2020, at Hailiang Education Group Inc., Zhejiang, China.

 

Date: June 23, 2020
Time: 10 a.m. local time
Location: Hailiang Education Group Inc., 1508 Binsheng RD, Binjiang District, Hangzhou City, Zhejiang, China 

 

At the Meeting, the shareholders of record as of as of the close of business on Thursday, May 21, 2020 will be asked to vote on the following proposals:

 

To elect Mr. Junwei Chen as director of the Company, and to re-elect each of Mr. Cuiwei Ye, Mr. Ken He, Mr. Xiaohua Gu, and Mr. Xiaofeng Cheng as directors of the Company, each 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, 2020, and to authorize the Board of Directors to fix their remuneration.

 

To attend the call for the Meeting, 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 23, 2020
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 29, 2020. 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. 10144152.

 

A live webcast and archive of the conference call will be available 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 valuing 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 programs including 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 an extensive cooperative network 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 and international universities to further their education. 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: 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 software and 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 contact: 

 

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