Koolearn Technology : Poll Results of Annual General Meeting held on 5 November 2019

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KOOLEARN TECHNOLOGY HOLDING LIMITED

新 東 方 在 綫 科 技 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1797)

POLL RESULTS OF ANNUAL GENERAL MEETING

HELD ON 5 NOVEMBER 2019

Reference is made to the circular ("Circular") and notice of annual general meeting ("AGM Notice") of Koolearn Technology Holding Limited ("Company"), both dated 24 September 2019, despatched to the shareholders of our Company ("Shareholders"). Unless otherwise stated, capitalised terms used in this announcement have the same meanings as those defined in the Circular.

Our Board is pleased to announce the poll results of our Company's annual general meeting held at 46 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on Tuesday, 5 November 2019 ("AGM") and all of the proposed resolutions set out in our AGM Notice were duly passed by our Shareholders as ordinary resolutions by way of poll at the AGM.

As at the date of the AGM, the total number of issued Shares entitling our Shareholders to attend and vote for or against the resolutions at the AGM is 938,361,102 Shares. There were no restrictions on any Shareholders casting votes on any of the proposed resolutions at the AGM. There were no Shares entitling our Shareholders to attend and abstain from voting in favour of the proposed resolutions at the AGM as set out in Rule 13.40 of the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting on any of the resolutions proposed at the AGM.

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Our Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking. For details of the resolutions below, our Shareholders may refer to the AGM Notice and Circular. The poll results are as follows:

	ORDINARY RESOLUTIONS	No. of votes and percentage
	For	Against
1.	To receive and consider the audited consolidated	600,247,587	0
	financial statements of the Company and its subsidiaries	(100.00%)	(0.00%)
	and the reports of Directors and the Company's auditor
	for the financial year ended 31 May 2019.
2.	To re-elect Mr. SUN Dongxu as executive Director.	599,948,002	299,585
		(99.95%)	(0.05%)
3.	To re-elect Ms. SUN Chang as executive Director.	599,696,001	551,586
		(99.91%)	(0.09%)
4.	To re-elect Mr. YIN Qiang as executive Director.	598,152,250	2,095,337
		(99.65%)	(0.35%)
5.	To re-elect Mr. WU Qiang as non-executive Director.	599,948,002	299,585
		(99.95%)	(0.05%)
6.	To authorise the Board to fix the remuneration of the	573,005,936	0
	Directors.	(100.00%)	(0.00%)
7.	To re-appoint Deloitte Touche Tohmatsu as the	599,948,002	299,585
	Company's external auditor and to authorise the Board	(99.95%)	(0.05%)
	to fix its remuneration.
8.	To grant a general mandate to the Directors to allot,	524,516,069	75,431,933
	issue and deal with new shares of the Company not	(87.43%)	(12.57%)
	exceeding 20% of the Company's total number of issued
	shares as at the date of passing of this resolution.
9.	To grant a general mandate to the Directors to	599,948,002	0
	repurchase shares of the Company not exceeding 10%	(100.00%)	(0.00%)
	of the Company's total number of issued shares as at the
	date of passing of this resolution.
10.	To extend the general mandate granted to the Directors	524,516,069	75,731,518
	to allot, issue and deal with new shares of the Company	(87.38%)	(12.62%)
	by the aggregate number of shares repurchased by the
	Company.

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As more than 50% of votes were cast in favour of each of the resolutions numbered 1 to 10 above, all resolutions were duly passed as ordinary resolutions of the Company.

By Order of the Board of

Koolearn Technology Holding Limited

YU Minhong

Chairman

Hong Kong, 5 November 2019

As of the date of this announcement, the Board comprises Mr. SUN Dongxu, Ms. SUN Chang, and Mr. YIN Qiang as executive Directors; Mr. YU Minhong, Mr. WU Qiang and Ms. LEUNG Yu Hua Catherine as non-executive Directors; and Mr. CHI Yufeng, Mr. TONG Sui Bau and Mr. KWONG Wai Sun Wilson as independent non-executive Directors.

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