Full Press Release Details
Qilian International Holding Group Limited
No. 152 Hongliang East 1st Street, No. 1703, Tianfu
New District, Chengdu, PRC 610200
NOTICE OF EXTRAORDINARY GENERAL MEETING OF
TO BE HELD ON OCTOBER 18, 2024
TO THE SHAREHOLDERS OF QILIAN INTERNATIONAL HOLDING GROUP LIMITED:
is hereby given that Qilian International Holding Group Limited, a Cayman Islands company (the "Company" or "Qilian"),
will hold its extraordinary general meeting of shareholders at 9:00 A.M., Eastern Time, on October 18, 2024 (the "Extraordinary
Meeting") at No. 152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, PRC 610200 for the purpose of considering
and voting upon the following proposals:
| 4 . | As a special resolution of each of holders of Class A Ordinary Shares and holders of Class B Ordinary Shares, voted separately, to approve the following changes of the rights, respectively, that (collectively, the " Changes of Rights "): ( i) as a special resolution of the holders of Class A Ordinary shares to approve no right of each of Class A Ordinary Shares to be converted into Class B Ordinary Shares and the increase of the voting rights attached to each Class B Ordinary Shares to one hundred (100) votes on any and all matters on a poll at any general meeting of the Company; and (ii) as a special resolution of the holders of Class B Ordinary shares to approve the increase of the voting rights attached to each Class B Ordinary Share to one hundred (100) votes on any and all matters on a poll at any general meeting of the Company and that the Class B Ordinary Shares can only be issued to the directors of the Company, the holders of the existing shares in the Company's share capital, or entities that are wholly owned by such directors of the Company or holders of the existing shares in the Company's share capital. | |
| 5 . | As a special resolution, the second amended and restated memorandum of association of the Company adopted by a special resolution passed on April 19, 2024 and made effective on April 29, 2024 be amended and restated by the deletion in their entirety and by the substitution in their place of the third amended and restated memorandum and articles of association in the form as attached hereto as Appendix A (the " Amended M&AA ") to reflect, inter alias, the Share Consolidation, the Increase of Authorized Class A Ordinary Shares and Authorized Share Capital, the Change of Name, and the Changes of Rights to the extent each is effected; and |
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" ALL OF THE PROPOSALS LISTED ABOVE.
Only holders of Ordinary
Shares at the close of business on September 6, 2024, New York time (the "Record Date"), can vote at the Extraordinary
Meeting or at any adjournment that may take place.
IF YOU RETURN YOUR PROXY
CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL
BE VOTED "FOR" ALL OF THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT
AS YOUR PROXY, THE CHAIR OF THE EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.
quorum of shareholders is necessary to hold a valid meeting. A quorum will be present at the meeting if one-third (1/3) of the Class A
Ordinary Shares and Class B Ordinary Shares, voting together as a single class, entitled to vote at the Extraordinary Meeting is represented
in person or by proxy. Abstentions and broker non-votes (i.e., shares held by brokers on behalf of their
customers, which may not be voted on certain matters because the brokers have not received specific voting instructions from their customers
with respect to such matters) will be counted solely for the purpose of determining whether a quorum is present at the Extraordinary Meeting.
the Record Date, we had 4,826,480 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares outstanding and entitled to
vote. Each holder of record of Class A Ordinary Shares on that date will be entitled to one (1) vote for each share held on all matters
to be voted upon. Each holder of record of Class B Ordinary Shares on that date will be entitled to fifty (50) votes for each share held
on all matters to be voted upon.
We are providing this notice
and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary Meeting
and at any adjournments or postponements of the Extraordinary Meeting.
We cordially invite all holders
of Ordinary Shares to attend the Extraordinary Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are
entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you
are a holder of Ordinary Shares and whether or not you expect to attend the Extraordinary Meeting in person, please mark, date, sign and
return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Extraordinary
Meeting. If you send in your form of proxy and then decide to attend the Extraordinary Meeting to vote your Ordinary Shares
in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the notice. Whether or not you
plan to attend the Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important.
If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed
proxy card in the postage-paid envelope provided. If you hold your shares in "street name" through a bank, broker or other
nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are
represented and voted at the Extraordinary Meeting. If you sign, date and return your proxy card without indicating how you wish to vote,
your proxy will be voted FOR each of the proposals to be considered at the Extraordinary Meeting.
I want to thank all of our
shareholders as we look forward to what we believe will be an exciting future for our business.
| By Order of the Board of Directors, | |
| /s/ Zhangchang Xin | |
| Zhangchang Xin Chairman | |
| Date: September 6, 2024 |
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION
NOR ANY U. S. STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING NOTICE OR
PASSED UPON THEIR MERITS OR FAIRNESS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE NOTICE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
QILIAN INTERNATIONAL HOLDING GROUP LIMITED
OF EXTRAORDINARY MEETING OF SHAREHOLDERS
International Holding Group Limited, a Cayman Islands company (the "Company"), is holding an Extraordinary
General Meeting of shareholders on October 18, 2024 at 9:00 a.m., Eastern Time, or at any adjournment or postponement thereof
(the "Extraordinary Meeting"). The Extraordinary Meeting will be held at our headquarters located No.
152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, PRC 610200.
RECORD DATE, SHARE OWNERSHIP AND QUORUM
of Class A ordinary shares, par value US$ $0.00833335 per share (the "Class A Ordinary Shares") and Class B ordinary
shares, par value US$ $0.00833335 per share (the "Class B Ordinary Shares", collectively, the "Ordinary Shares")
as of the close of business on September 6, 2024, Eastern Time, are entitled to vote at the Extraordinary Meeting. As of
September 6, 2024, 4,826,480 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares were issued and outstanding. One or
more holders of Ordinary Shares which represent, in aggregate, not less than one-third (1/3) of the votes attaching to all issued and
outstanding Ordinary Shares and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by
its duly authorized representative, shall be a quorum for all purposes.
PROPOSALS TO BE VOTED ON
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR"
ALL OF THE PROPOSALS LISTED ABOVE.
VOTING AND SOLICITATION
Each Class A Ordinary Share
shall be entitled to one (1) vote on all matters subject to the vote at the Extraordinary Meeting. Each Class B Ordinary Share shall be
entitled to fifty (50) votes on all matters subject to the vote at the Extraordinary Meeting.
At the Extraordinary Meeting,
every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary
Shares. A resolution put to the vote of a meeting shall be decided on a poll. The affirmative vote of a simple majority of the
votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will
be required for each ordinary resolution. The affirmative vote of two thirds of the votes of the holders of Ordinary Shares present in
person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each special resolution. In
computing the majority, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.
The costs of soliciting proxies
will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation,
in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries
and custodians holding in their names our Ordinary Shares beneficially owned by others to forward to those beneficial owners.
VOTING BY HOLDERS OF ORDINARY SHARES
Holders of Ordinary Shares
whose shares are registered in their own names may vote by attending the Extraordinary Meeting in person, via the Internet as instructed
in the proxy card, via email by completing, dating, signing and returning the enclosed form of proxy to vote@vstocktransfer.com, via mail
by marking, signing and dating the proxy card and return it in the envelope that is provided, or via Fax, by marking, signing and dating
the proxy card and return it to 646-536-3179. All proxies must be received by the Company no later than 11:59 p.m. ET on the day before
the Extraordinary Meeting or any adjournment thereof.
When proxies are properly
completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked,
will be voted at the Extraordinary Meeting in accordance with the instructions of the shareholder. If no specific instructions
are given by such holders and such holder appoints the chair of the Extraordinary Meeting as their proxy, the Ordinary Shares will be
voted "FOR" each proposal and in the chair's discretion as to other matters that may properly come before the Extraordinary
Meeting. If a proxy is returned without an indication of who the shareholder wishes to appoint as their proxy, the chair of the Extraordinary
Meeting will be appointed as proxy for and on behalf of such shareholder. Abstentions and broker non-votes will be counted as present
for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against the ratification
of the appointment of the independent auditor. Broker non-votes will have the same effect as a vote against the ratification