Wisdom Education International : Announcements and Notices - [Results of AGM / Change in ... POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 8 JANUARY 2018 AND APPOINTMENT AND RETIREMENT OF DIRECTORS

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Wisdom Education International Holdings Company Limited 睿 見 教 育 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6068)

POLL RESULTS OF ANNUAL GENERAL MEETING HELD

ON 8 JANUARY 2018

AND

APPOINTMENT AND RETIREMENT OF DIRECTORS

Reference is made to (i) the notice of annual general meeting (the ''Notice'') of Wisdom Education International Holdings Company Limited (the ''Company'') dated 5 December 2017; and (ii) the circular of the Company dated 5 December 2017 (the ''Circular''). Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless stated otherwise.

POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 8 JANUARY 2018

The Board is pleased to announce that all proposed resolutions as set out in the Notice (collectively, the ''Resolutions'') were duly passed by way of poll at the annual general meeting of the Company held on 8 January 2018 (the ''Annual General Meeting''). Computershare Hong Kong Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer for the poll at the Annual General Meeting. The poll results were as follows:

Number of votes cast (% of total number of votes

For Against

2. To declare a final dividend of RMB0.026 1,600,004,968 0

(equivalent to HK$0.03) per share for the year ended 31 August 2017.

(100%) (0%)

• 3(a). To re-elect Ms. Li Suwen as executive director.

• 3(b). To re-elect Mr. Sun Kai Lit Cliff as independent 1,600,004,968

  0

  non-executive director.

  (100%)

  (0%)

• 3(c). To re-elect Mr. Tam King Ching Kenny as 1,534,183,603

  65,821,365

  independent non-executive director.

  (95.89%)

  (4.11%)

• 3(d). To re-elect Mr. Yau Sze Ka as independent non- 1,599,812,968

192,000

executive director.

(99.99%)

(0.01%)

3(e). To elect Mr. Wang Yongchun as an executive 1,600,004,968 0

director.

(100%) (0%)

5. To give a general mandate to the directors to 1,507,324,265

issue, allot and deal with additional shares of the

Company not exceeding 20% of the total number of issued shares in the share capital of the

Company as at the date of passing of this resolution.

repurchase shares of the Company not exceeding 10% of total number of issued shares in the share capital of the Company as at the date of passing of this resolution.

• 6. To give a general mandate to the directors to 1,600,004,968

  (100%)

  directors to issue, allot and deal with additional shares of the Company by the aggregate number of the shares repurchased by the Company.

• 7. To extend the general mandate granted to the 1,518,570,265

As more than 50% of the votes were cast in favour of each of the Resolutions at the Annual General Meeting, the Resolutions were duly passed as ordinary resolutions of the Company.

As at the date of the Annual General Meeting, the total number of Shares in issue was 2,039,154,000, which was the total number of Shares entitling the Shareholders to attend and vote on the Resolutions.

There were no Shares which entitled the Shareholders to attend and vote only against any of the Resolutions at the Annual General Meeting. There was no Shareholder who was entitled to attend but was required to abstain from voting in favour of any of the Resolutions as set out in Rule 13.40 of the Listing Rules. No persons had stated their intention in the Circular to vote against, or to abstain from voting on, any of the Resolutions at the Annual General Meeting.

PAYMENT OF FINAL DIVIDEND

The Board is also pleased to announce that subsequent to the passing of resolution number 2 by the Shareholders at the Annual General Meeting, a final dividend of RMB0.026 (equivalent to HK$0.03) is expected to be paid in cash on or about Tuesday, 30 January 2018. The final dividend will be payable in Hong Kong dollars.

ELECTION OF DIRECTOR

The Board is pleased to announce that Mr. Wang Yongchun has been duly elected as an executive Director at the Annual General Meeting with effect from the conclusion of the Annual General Meeting.

Mr. WANG Yongchun (王永春先生), aged 36, is the principal of the Dongguan Guangming School. He was appointed to such position in September 2015, and is primarily responsible for overseeing the daily operations of the Dongguan Guangming School.

Mr. Wang joined our Group in August 2003. Prior to the appointment to his present position in our Group, Mr. Wang served on various positions in our schools, including the class teacher, grade leader, director of moral education and administrative officer. In particular, he acted as the vice principal of Dongguan Guangzheng Preparatory School.

In recognition of his contributions in education, Mr. Wang was recognised as an

Outstanding Practitioner of Dongguan in the Middle School Education of Geography (東 莞市優秀中學地理教育工作者) by the Geography Teaching Research Society of

Dongguan (東莞市地理教學研究會) and an Outstanding Individual of Dongguan

Schools for Communist Youth League Work (東莞市學校共青團工作優秀個人) by the Dongguan Committee of the Communist Youth League (共青團東莞市委員會) and the

Dongguan Education Bureau. Mr. Wang also received various awards for his dissertations, including the First Prize in Dissertations on Geography Education in

Middle Schools of Guangdong Province issued by the Geographical Society of Guangdong (廣東省地理學會) and the Middle School Geography Teaching Committee of the Guangdong Society of Education (廣東教育學會中學地理教學專業委員會).

Mr. Wang holds a bachelor's degree of science from the Tourism and Environment College of Shaanxi Normal University (陝西師範大學旅遊與環境學院), China. He obtained various professional qualifications, including the qualification of First Grade Middle School Teacher in Geography Education (中學地理一級教師), Senior High

School Teacher (高級中學教師) and Guangdong Province Primary and Middle School Principal (廣東省中小學校長).

Save as disclosed above, Mr. Wang (i) has not held any other directorships in listed public companies in the last three years; (ii) does not have any relationship with any other Directors and senior management of the Company or substantial shareholders or controlling shareholders of the Company; and (iii) was not interested in any Shares of the Company as defined in Part XV of the SFO (Chapter 571 of the Laws of Hong Kong).

There is no information which is required to be disclosed pursuant to Rules 13.51 (2)(h)

to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

Mr. Wang will be appointed for a term of three years commencing from the grant of approval at the Annual General Meeting and subject to re-election in accordance with the

Articles of Association or pursuant to the Listing Rules. The remuneration of Mr. Wang as director will be determined by the Board following recommendations by the

Remuneration Committee of the Company with reference to the remuneration policy of the Company, his duties and the prevailing market level of remuneration for executives of similar positions.

RETIREMENT OF DIRECTOR

As set out in the Circular, in accordance with Article 84(2) of the Articles of Association, Mr. Ng Cheuk Him retired from office and did not offer himself for re-election at the Annual General Meeting. Mr. Ng retired as an executive Director after the conclusion of the Annual General Meeting. Nevertheless, he will continue to act as the chief financial officer and company secretary of the Company.

Mr. Ng has confirmed that he has no disagreement with the Board and there is no other matter relating to his retirement as an executive Director that needs to be brought to the attention of the Shareholders.

The Board would like to express its sincere gratitude and appreciation to Mr. Ng for his valuable contributions to the Company during his tenure of office.

By Order of the Board

Wisdom Education International Holdings Company Limited

LIU Xuebin

Chairman

Hong Kong, 8 January 2018

As at the date of this announcement, the Board of the Company comprises four executive directors, namely Mr. LIU Xuebin, Ms. LI Suwen, Mr. Li Jiuchang and Mr. WANG Yongchun; and three independent non-executive directors, namely Mr. SUN Kai Lit Cliff, Mr. TAM King Ching Kenny and Mr. YAU Sze Ka.