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Beijing, China, Dec. 04, 2024 (GLOBE NEWSWIRE) -- Wah Fu Education Group Ltd. (NASDAQ: WAFU, the “Company”) today announced corrections to its press release sent out on December 2, 2024.
Holders of record of the Company’s ordinary shares of par value US $0.01 each on the close of business on November 21, 2024, Eastern Standard Time (the “Record Date”) or their proxy holders are entitled to vote at the AGM or any adjournment or postponements thereof. Each holder of ordinary shares has one (1) vote for each ordinary share held as of the close of business on the Record Date.
Under the existing memorandum and articles of association of the Company, a resolution of shareholders may be passed by the affirmative vote of a majority of in excess of 50% of the votes of the shares entitled to vote thereon which were present at the meeting and were voted.
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.
In connection with the Dual-class Share Structure, the Company proposes to:
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| (a) | In the release dated December 2, 2024, the following paragraph reads: |
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| (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: |
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| (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 |
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| (ii) | In the release dated December 2, 2024, the following paragraph reads: |
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| (c) | In the release dated December 2, 2024, the following paragraph shall be deleted in its entirely: |
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. Shareholders may obtain a copy of the Company’s annual report on Form 20-F, free of charge on the Company’s Investor Relations website at www.edu-edu.cn, or on the website of U.S. Securities and Exchange Commission at http://www.sec.gov. Physical copies of the annual report on Form 20-F can be provided to shareholders of the Company without charge by emailing Wah Fu Education Group Ltd., at ir@edu-edu.com.cn or by writing to: