Full Press Release Details
Qilian International Holding Group Limited
No. 152 Hongliang East 1st Street, No. 1703,
People's Republic of China
Notice of Extraordinary General Meeting of Shareholders
To Be Held on April 19, 2024, at 9 a.m.
To the shareholders of Qilian International Holding Group Limited:
NOTICE IS HEREBY GIVEN that
Qilian International Holding Group Limited (the "Company," or "we") will hold an extraordinary general meeting
of shareholders (the "Extraordinary General Meeting") on April 19, 2024 at 9 a.m. EST in person No. 152 Hongliang East 1st
Street, No. 1703, Tianfu New District, Chengdu, PRC 610200.
Extraordinary General Meeting will be convened to put the following resolutions to shareholders for approval :
"Share Capital Reorganization"), such that following the Share Capital Reorganization, the authorized share capital
of the Company shall be US$833,335 divided into 350,000,000 Class A Ordinary Shares of par value US$0.00166667 each, 100,000,000 Class
B Ordinary Shares of par value US$0.00166667 each, and 50,000,000 Preferred Shares of par value US$0.00166667 each."
The foregoing items of business
are more completely described in the notice to shareholders accompanying this notice. The board of directors of the Company (the "Board
of Directors") unanimously recommends that the shareholders vote "FOR" the Proposals No. 1 to 4.
The Board of Directors has
established the close of business on March 7, 2024 as the "record date" that will determine the shareholders who are entitled
to receive notice of, and to vote at, the Extraordinary General Meeting or at any adjournment or postponement of the Extraordinary General
Meeting. The notice of the Extraordinary General Meeting and the proxy card will be first sent or made available to shareholders on or
about March 11, 2024.
Attendance at the Extraordinary
General Meeting is limited to the Company's shareholders, their proxies and invited guests of the Company.
| By order of the Board of Directors, | |
| /s/ Zhanchang Xin | |
| Zhanchang Xin | |
| Chairman |
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
The following questions
and answers are intended to address briefly some commonly asked questions regarding the Extraordinary General Meeting. These questions
and answers may not address all of the questions that may be important to you as a shareholder. To better understand these matters, you
should carefully read this entire notice to shareholder.
Q: Why am I receiving this notice to shareholder?
A: The Company is holding an Extraordinary General
Meeting to approve the Share Capital Increase, the Share Capital Reorganization, the Amendment to M&A and Authorization to Adjourn
We have included in this notice to shareholder
important information about the Extraordinary General Meeting. You should read this information carefully and in its entirety. The enclosed
voting materials allow you to vote your shares without attending the Extraordinary General Meeting. Your vote is very important and we
encourage you to submit your proxy as soon as possible.
Q: What proposals are the shareholders being asked to consider?
shareholders are being asked to pass the following resolutions:
"Share Capital Reorganization"), such that following the Share Capital Reorganization, the authorized share capital
of the Company shall be US$833,335 divided into 350,000,000 Class A Ordinary Shares of par value US$0.00166667 each, 100,000,000 Class
B Ordinary Shares of par value US$0.00166667 each, and 50,000,000 Preferred Shares of par value US$0.00166667 each."
Q: What are the recommendations of the Board
A: THE BOARD OF DIRECTORS HAS DETERMINED THAT
THE APPROVAL OF THE SHARE CAPITAL INCREASE, THE SHARE CAPITAL REORGANIZATION, THE AMENDMENT TO M&A, AND (IF FURTHER SOLICIATION AND
VOTE OF PROXIES ARE REQUIRED IN CONNECTION WITH THE FOREGONG PROPOSALS) THE AUTHORIZATION TO ADJOURN THE MEETING ARE ADVISABLE AND IN
THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND HAS UNANIMOUSLY APPROVED THE PROPOSALS DESCRIBED HEREIN. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE SHARE CAPITAL INCREASE PROPOSAL, THE SHARE CAPITAL REORGANIZATION
PROPOSAL, THE AMENDMENT TO M&A PROPOSAL, AND THE AUTHORIZATION TO AJDOURN THE MEETING PROPOSAL.
THE BOARD OF DIRECTORS FURTHER NOTE THAT SUBJECT
TO THE APPROVAL OF EACH OF THE SHARE CAPITAL INCREASE, THE SHARE CAPITAL REORGANIZATION AND THE AMENDMENT TO THE M&A THE BOARD OF
DIRECTORS PROPOSES TO IMMEDIATELY RE-DESIGNATE ALL OF THE CLASS A ORDINARY SHARES HELD DIRECTLY AND INDIRECTLY THROUGH AHANZHAI DEVELOPMENT
LIMITED BY ZHANCHANG XIN INTO CLASS B ORDINDARY SHARES (THE RE-DESIGNATION) IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED M&A.
Q: When and where will the Extraordinary General Meeting be held?
Extraordinary General Meeting will be held on April 19, 2024 at 9 a.m. EST in person at No. 152 Hongliang East 1st Street, No. 1703, Tianfu
New District, Chengdu, PRC 610200.
Q: Who is entitled to vote at the Extraordinary General Meeting?
record date for the Extraordinary General Meeting is March 7, 2024 (the "Record Date"). Only holders of ordinary shares
of the Company as of the close of business on the Record Date are entitled to notice of, and to vote at, the Extraordinary General Meeting
or any adjournment or postponement thereof. As of the Record Date, there were 35,750,000 Ordinary Shares issued and outstanding. Each
Ordinary Share that you own entitles you to one vote.
Q: What constitutes a quorum for the Extraordinary
the Extraordinary General Meeting, one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder
being a corporation) by its duly authorized representative representing not less than one-third of the outstanding ordinary shares carrying
the right to vote at the Extraordinary General Meeting shall form a quorum.
Q: How many votes are required to approve the proposals?
approval of the Share Capital Increase and the Authorization to Adjourn the Meeting, respectively, require the affirmative vote of a simple
majority of the votes cast by shareholders who, as being entitled to do so, vote in person or, by proxy or, in the case of a shareholder
being a corporation, by its duly authorized representative at the Extraordinary General Meeting. A properly executed proxy card marked
"Abstain" with respect to this proposal will not be voted.
The approval of the Share Capital Reorganization
and the Amendment to the M&A, respectively, requires affirmative vote of at least two-thirds (2/3) of the votes cast by shareholders
who, as being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized
representative at the Extraordinary General Meeting. A properly executed proxy card marked "Abstain" with respect to this
proposal will not be voted.
Q: How do the shareholders vote?
you are a holder of record on the Record Date, you may vote in person at the Extraordinary General Meeting by submitting a proxy for the
Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed postage paid envelope.
The shareholders have three voting options. You
may vote using one of the following methods:
| (1) | By Internet. Go to http://www.vstocktransfer.com/proxy. Click on Proxy Voter Login and log-on using the your control number; | |
| (1) | By email. Mark, sign and date your proxy card and return it to vote@vstocktransfer.com.; | |
| (2) | By mail. Mark, sign and date your proxy card and return it in the envelope we have provided; or | |
| (3) | By fax. Mark, sign and date your proxy card and return it to 646-536-3179 |
Q: How can I attend the meeting?
meeting is open to all holders of the Company's ordinary shares as of the record date. You may attend the meeting in person at No.
152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, PRC 610200.
Q: May shareholders ask questions at the meeting?
Representatives of the Company will answer questions of general interest at the end of the meeting.
Q: If my shares are held in "street name"
by a broker or other nominee, will my broker or nominee vote my shares for me?
broker or other nominee does not have authority to vote on non-routine matters. All of the proposals presented at the Extraordinary General
Meeting are considered non-routine matters. Your broker or other nominee will vote your shares held by it in "street name"
with respect to these matters only if you provide instructions to it on how to vote.
Q: What if I do not vote on the matters relating to the proposals?
you fail to vote or fail to instruct your broker or other nominee how to vote on any of the proposals, it will have no effect on such
proposals. It will be treated as a "non-vote" and not count toward a quorum.
Q: May I change my vote after I have delivered
my proxy or voting instruction card?
You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may do this in one of three
Your attendance alone will not revoke any proxy.
If your shares are held in an account at a broker or other nominee,