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China Education Resources Inc. — AGM Information 2021
Apr 19, 2021
43676_rns_2021-04-19_e06b5a34-481a-4fd0-806c-3b76774c51f5.pdf
AGM Information
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CHINA EDUCATION RESOURCES INC.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of China Education Resources Inc. (the “ Company ”) will be held in the Function Room “Bowen Island” at the Fairmont Hotel Vancouver, 900 West Georgia Street, Vancouver, British Columbia V6C 2W6 at 10:15 a.m., Vancouver time on Tuesday, May 18, 2021, for the following purposes:
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(1) to receive the consolidated financial statements of the Company for the fiscal year ended December 31, 2019 and the report of the auditors thereon;
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(2) to receive the consolidated financial statements of the Company for the fiscal year ended December 31, 2020 and the report of the auditors thereon;
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(3) to elect the directors of the Company to hold office until the end of the next annual meeting of the Company;
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(4) to re-appoint the auditors of the Company to hold office until the end of the next annual meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors;
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(5) to consider and, if thought advisable, to re-approve, by ordinary resolution the Company’s 10% rolling stock option plan, as required annually by the TSX Venture Exchange (the “ Exchange ”) and as more particularly described in the accompanying information circular; and
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(6) to approve to transact such other business as may properly come before the Meeting.
Details of the foregoing matters to be put before the Meeting are set forth in the accompanying management information circular of the Company (the “ Circular ”). It is important that you read the Circular carefully before voting.
Due to travel restrictions and social distancing measures as a result of the novel coronavirus virus (“COVID-19”), shareholders are strongly encouraged to vote their shares by proxy rather than attending the Meeting in person. If you decide to attend the Meeting in person despite the significant public health risks involved, you must notify the Company of your planned attendance by e-mail at [email protected] by 5:00 p.m. (Vancouver time) on May 12, 2021. Social distancing measures will be strictly enforced at the Meeting, and the only matters addressed at the Meeting will be the formal business of the Meeting described in the accompanying Circular. The Company will not be providing a shareholder presentation or other update at the Meeting.
In the event it is not possible or advisable to hold the Meeting in person, the Company may adjourn or announce alternative arrangements for the Meeting.
Instructions for voting your shares in advance of the Meeting are detailed in the accompanying Circular.
You are entitled to receive notice of and attend the Meeting or any adjournment or postponement thereof in person or by proxy if you were a holder of common shares of the Company (the “ Common Shares ”) at the close of business on the record date, which the board of directors of the Company has fixed as April 8, 2021.
If you are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares held through intermediaries.
If you are a registered shareholder and are unable to attend the Meeting in person, you may deliver the completed form of proxy to the office of the Company’s registrar and transfer agent, Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, by phone (1-866-732-VOTE), fax (416-263-9524 or toll free 1-866-249-7775 (in North America)), hand or by mail not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment. Registered shareholders may also vote via the internet at www.investorvote.com.
By Order of the Board of Directors
“Chengfeng Zhou”
Chengfeng Zhou Chair of the Board of Directors April 15, 2021