Item 5.07 Submission of Matters to a Vote of Security Holders

On March 26, 2020, EdtechX Holdings Acquisition Corp. ("EdtechX") held an annual meeting of stockholders ("Annual Meeting"). At the Annual Meeting, EdtechX's stockholders considered and approved the following proposals:

1. To approve and adopt the Agreement and Plan of Reorganization ("Merger Agreement"), dated as of December 12, 2019, by and among EdtechX, Meten EdtechX Education Group Ltd. ("Holdco"), Meten Education Inc., Meten Education Group Ltd. and Meten International Education Group and to approve the mergers contemplated thereby. The following is a tabulation of the votes with respect to this proposal, which was approved by EdtechX's stockholders:





   For      Against   Abstain   Broker Non-Votes
4,619,383   300,000      0             0

Prior to the Annual Meeting, holders of 5,974,745 shares common stock issued in EdtechX's initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.34 per share, or an aggregate of approximately $61.78 million.





2.    To elect the following directors who, upon the consummation of the
business combination, will be the directors of Holdco. The following is a
tabulation of the votes with respect to each director elected at the Annual
Meeting:



Director                       For      Withheld
Benjamin Vedrenne-Cloquet   4,919,383      0
Charles McIntyre            4,919,383      0
Jishuang Zhao               4,619,383   300,000
Siguang Peng                4,619,383   300,000
Yupeng Guo                  4,619,383   300,000
Yongchao Chen               4,619,383   300,000
Yanli Chen                  4,619,383   300,000
Zhiyi Xie                   4,619,383   300,000
Ying Chen                   4,619,383   300,000

3. To approve the following material differences between the constitutional documents of Holdco to be in effect upon the closing of the business combination and EdtechX's amended and restated certificate of incorporation:

a. the name of the new public entity will be "Meten EdtechX Education Group Ltd." as opposed to "EdtechX Holdings Acquisition Corp." The following is a tabulation of the votes with respect to this proposal, which was approved by EdtechX's stockholders:





   For      Against   Abstain   Broker Non-Votes
4,619,383   300,000      0             0

b. Holdco has 500,000,000 ordinary shares authorized, as opposed to EdtechX having 25,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock. The following is a tabulation of the votes with respect to this proposal, which was approved by EdtechX's stockholders:





   For      Against   Abstain   Broker Non-Votes
4,519,507   300,000   99,876           0

c. Holdco's corporate existence is perpetual as opposed to EdtechX's corporate existence terminating if a business combination is not consummated within a specified period of time. The following is a tabulation of the votes with respect to this proposal, which was approved by EdtechX's stockholders:





   For      Against   Abstain   Broker Non-Votes
4,519,507   399,876      0             0

d. Holdco's constitutional documents do not include the various provisions applicable only to special purpose acquisition corporations that EdtechX's charter contains. The following is a tabulation of the votes with respect to this proposal, which was approved by EdtechX's stockholders:





   For      Against   Abstain   Broker Non-Votes
4,504,507   315,000   99,876           0

Because the proposal to approve the Merger Agreement and the transactions contemplated thereby was approved, the proposal to adjourn the Annual Meeting to a later date or dates, if necessary, was not presented at the Annual Meeting.

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