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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2018

 

Commission file number: 001-38423

 

 

 

SUNLANDS ONLINE EDUCATION GROUP 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Building 4-6, Chaolai Science Park, No. 36 

Chuangyuan Road, Chaoyang District, 

Beijing, 100012, the People’s Republic of China 

+86-10-52413738 
(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒          Form 40-F  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 
 
 

EXHIBIT INDEX

 

 

Exhibit No. 

   

Description 

     
99.1   Notice of the Extraordinary General Meeting of the Company to be held on August 24, 2018, describing the resolution to be voted upon at the meeting and various other details related to the meeting
   

 

 

 
 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Sunlands Online Education Group
     
     
Date: July 19, 2018   By: /s/ Yipeng Li
        Name: Yipeng Li
        Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

EXHIBIT 99.1

 

 

SUNLANDS ONLINE EDUCATION GROUP

(the "Company")

 

Notice of Extraordinary General Meeting of the Company

 

 

Notice is hereby given that an Extraordinary General Meeting of the Company (the "EGM") will be held at the offices of the Company at Floor 7, 6th Building, Chaolai Technology Park, 36 Chuangyuan Road, Laiguangying, Chaoyang District, Beijing 100096, People's Republic of China, on August 24 2018 at 10:00 a.m. Beijing time for the purpose of considering and, if thought fit, passing and approving the following resolution:

 

"It is resolved as a special resolution that the name of the Company be changed from "SUNLANDS ONLINE EDUCATION GROUP" to “Sunlands Technology Group"."

 

The Board of Directors of the Company has fixed the close of business on July 23, 2018 (Eastern Standard Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the EGM or any adjournment or postponement thereof.

 

By order of the Board

 

/s/ Jianhong Yin
__________________________________

Director

 

Dated: July 11, 2018

 

 

Registered Office: 

c/o Maples Corporate Services Limited 

PO Box 309, Ugland House 

Grand Cayman 

KY1-1104 

Cayman Islands

 

 

*A form of proxy has been included with this Notice.

 

 

 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR SEND IN A SPECIFIC PROXY.

 

1A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

 

2Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or executes a specific proxy.

 

3A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company at Floor 7, 6th Building, Chaolai Technology Park, 36 Chuangyuan Road, Laiguangying, Chaoyang District, Beijing 100096, People's Republic of China or send copies of the foregoing by email to legal-department@sunlands.com, in each case marked for the attention of Fengdi Bao, not later than 48 hours before the time for the holding of the EGM or adjourned EGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

 

4If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares.

 

5A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

 

6The quorum for the EGM is holders of shares of the Company which carry a majority of all votes attaching to the shares in issue and entitled to vote at the EGM, present in person or by proxy or, if a corporate or other non-natural person, by its duly authorised representative.

 

 

 

SUNLANDS ONLINE EDUCATION GROUP

(the "Company")

 

FORM OF PROXY FOR SHAREHOLDERS

 

 

I/We  

 Please Print Name(s)

 

 

of  

Please Print Address(es)

 

being (a) shareholder(s) of the Company with ________________________ shares respectively hereby

 

appoint________________________________ of ___________________________________________

 

or failing him/her________________________________ of ___________________________________

 

or failing him/her the duly appointed chairman of the EGM (the "Chairman") as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (the "EGM") to be held on August 24 2018 at 10:00 a.m. Beijing time at the offices of the Company at Floor 7, 6th Building, Chaolai Technology Park, 36 Chuangyuan Road, Laiguangying, Chaoyang District, Beijing 100096, People's Republic of China and at any adjournment of the EGM. My proxy is instructed to vote on a poll on the resolutions in respect of the matters specified in the Notice of the EGM as indicated below:

 

Resolution For Against Abstain
It is resolved as a special resolution that the name of the Company be changed from "SUNLANDS ONLINE EDUCATION GROUP" to “Sunlands Technology Group".      

 

Please indicate your voting preference by ticking, or inserting the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the EGM.

 

You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution.

 

If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. All resolutions shall be determined by poll and not on a show of hands.

 

 

Signed:    
     
Name:    
     
Date:    

 

 

 

 

 

In the case of joint holders the
senior holder (see note 4 below) should sign.
Please provide the names of all other
joint holders: _____________________________

 

 

 

 

 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.

 

1A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy.

 

2Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or completes and returns this form appointing a specific proxy.

 

3Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company at Floor 7, 6th Building, Chaolai Technology Park, 36 Chuangyuan Road, Laiguangying, Chaoyang District, Beijing 100096, People's Republic of China or send copies of the foregoing by email to legal-department@sunlands.com, in each case marked for the attention of Fengdi Bao, as soon as possible and in any event not later than 48 hours before the time for holding the relevant meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person if you so wish.

 

4If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.

 

5If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.

 

6This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose.

 

7Any alterations made to this form must be initialled by you.