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$学大教育(XUE)$ SC 13E3/A [Amend] - Going private transaction by certain issuers Filed: 2015-10-30 AccNo: 0001047469-15-008171 Size: 2 MB 网页链接

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2015-11-26 00:21

这段是说,有58.3+8.4%的投票权?表决通过的票数应该容易达到吧?
Asof October 29, 2015, (i) Mr. Rubin Li, the chairman of the board of directors of the Company ("Mr. Li"), (ii) Goodor Corporation, a British VirginIslands company 100% beneficially owned by Mr. Li, (iii) Mr. Xin Jin, a director and the chief executive officer of the Company ("Mr. Jin"), (iv) Golden SectionHolding Corporation, a British Virgin Islands company 100% beneficially owned by Mr. Jin, (v) Mr. Jinbo Yao, a director of the Company ("Mr. Yao"), and (vi) NihaoChina Corporation, a British Virgin Islands company 100% beneficially owned by Mr. Yao, beneficially own, in aggregate, 73,256,598 Shares, which represent approximately 58.3% of the totalissued and outstanding Shares entitled to vote. Mr. Li, Goodor Corporation, Mr. Jin, Golden Section Holding Corporation, Mr. Yao and Nihao China Corporation are each referred toherein as a "Founder Party" and collectively as the "Founder Parties." The Founder Parties have executed with Parent a support agreement (the "Support Agreement"), dated as of July 26, 2015,providing that, among other things, these Shares will be voted in favor of the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the mergeragreement, including the merger. Assuming their compliance with their voting obligations under the Support Agreement, based on the number of Shares expected to be issued and outstanding and entitledto vote on the record date for the extraordinary general meeting, 10,527,177 Shares (representing approximately 8.4% of the total issued and outstanding Shares entitled to vote) must be voted by theshareholders (other than the Founder Parties) in favor of the proposal in order for the merger to be approved, assuming all such shareholders will be present and voting in person or by proxy at theextraordinary general meeting.

2015-11-10 13:31

求解读