| 2024-10-16 |
停牌提示：
2024-10-15 19:50:00 停牌:
停牌原因 ▼▲
- 原因：
- Halt - News Pending_x000D_
Trading is halted pending the release of material news.
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| 2024-10-14 |
详情>>
股本变动：
变动后总股本4731.65万股
变动原因 ▼▲
- 原因：
- reverse stock split,at a ratio of 1:4
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| 2024-10-14 |
详情>>
拆分方案：
每4.0000合并分成1.0000股
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| 2024-10-01 |
详情>>
拆分方案：
每1.0000股拆分成1.9365股
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| 2024-09-05 |
股东大会：
将于2024-09-19召开股东大会
会议内容 ▼▲
- 1.To proposal (the “Yorkville Share Issuance Proposal”) to approve, pursuant to Nasdaq Rule 5635, the issuance of AGBA Ordinary Shares (which for this purpose also includes the issuance of Delaware Parent Common Stock from and after the completion of the Domestication) upon the conversion of certain convertible notes that will be issued to YA II PN, Ltd. (“Yorkville”) pursuant to our Second Amended and Restated Standby Equity Purchase Agreement entered into with Yorkville on June 28, 2024 (the “Second A&R SEPA”), in excess of 16,362,086 AGBA Ordinary Shares, which represents 20% of the number of AGBA Ordinary Shares outstanding on June 28, 2024.
2.To proposal (the “Charter Amendment Proposal”) to approve (i) the adoption and filing of an amendment to our Fifth Amended and Restated Memorandum and Articles of Association to (A) increase the number of the Company’s ordinary shares, par value $0.001 per share (“AGBA Ordinary Shares”) authorized for issuance thereunder from 1,000,000,000 to 1,500,000,000, (B) authorize a new class of 100,000,000 class A preferred shares (the “AGBA Series A Preferred Shares”) and authorize a new class of 45,000 super voting class B Shares, with each share entitled to 10,000 votes (the “AGBA Series B Preferred Shares”); and (ii) the adoption and filing of a restatement to our memorandum and articles of association being our Sixth Amended and Restated Memorandum and Articles of Association to consolidate the above amendments and to effect the forward share split of the AGBA Ordinary Shares on a 1 to 2.0607 basis, and the resulting increase in the total number of authorized ordinary shares from 1,500,000,000 to 3,091,049,970 and increase in the outstanding AGBA Ordinary Shares from 91,844,112, shares to 189,265,804 shares and reduction in the par value of the AGBA Ordinary Shares from $0.001 to $0.000485272 (the “Share Split”) to be effected by filing with the British Virgin Islands Registrar of Corporate Affairs (the “Registrar”) a notice of amendment and our Sixth Amended and Restated Memorandum and Articles of Association under section 13(1) of the BVI Business Companies Act (the “BVI Companies Act”) together with Notices of Change in Number of Shares (or such other form as may be required) pursuant to section 40(1) of the BVI Companies Act as may be required.
3.To proposal (the “Domestication Proposal”) to change the domicile of the Company by way of continuation out of the British Virgin Islands, as a business company incorporated under the laws of the British Virgin Islands, and into the State of Delaware to become a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected prior to the Merger as follows: (i) with respect to the British Virgin Islands, filing a Notice of Continuation Out of the British Virgin Islands together with supporting documents with the Registrar under section 184 of the BVI Companies Act and receiving a Certificate of Discontinuance from the Registrar in relation to the Domestication pursuant to section 184 of the BVI Companies Act; and (ii) with respect to Delaware, approval of filing of a Certificate of Domestication under Section 388 of the Delaware General Corporation Law (the “DGCL”) (the “Certificate of Domestication”) along with a Certificate of Incorporation under Section 103 of the DGCL (the “Delaware Parent Certificate of Incorporation”), upon which the Company shall become a Delaware corporation, or “Delaware Parent”, and will change its name to “Triller Group Inc.” Upon the effectiveness of the Domestication, all outstanding securities of the Company will convert to outstanding securities of Delaware Parent, as described in more detail in this proxy statement; and Delaware Parent will issue 37,496 shares of its super voting Series B Preferred Stock to one shareholder.
4.To proposal (the “Organizational Documents Proposal”) to approve, in connection with the Domestication Proposal, the Delaware Parent Certificate of Incorporation and the proposed new bylaws of Delaware Parent (“Delaware Parent Bylaws” and, together with the Delaware Parent Certificate of Incorporation, the “Proposed Delaware Parent Organizational Documents”), which will become effective as of the Domestication.
5.To copy of the form of the Delaware Parent Certificate of Incorporation and the form of the Delaware Parent Bylaws are attached to this proxy statement as Annex D-1 and Annex D-2, respectively.
6.To proposal (the “Merger Agreement Proposal”) to approve that certain agreement and plan of merger dated as of April 16, 2024, as amended and restated as of August 30, 2024 (the “Merger Agreement”), by and between the Company, AGBA Social Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Triller Corp. (“Triller”), and Bobby Sarnevesht, as the representative (“Stockholders’ Representative”) of the current common stockholders of Triller (the “Triller Stockholders”).
7.To proposal (the “Incentive Plan Proposal) to approve the Triller Group Inc. 2024 Equity Incentive Plan (the “Incentive Plan”), and upon such approval and adoption of the Incentive Plan, to grant share awards to selected senior executive officers and other valued employees.
8.To proposal (the “Election of Directors Proposal”) to elect seven directors to serve as members of the Board of Directors of Delaware Parent effective from the Closing of the Merger until the next annual meeting of shareholders or until their respective successors have been elected and qualified.
9.To proposal (the “Adjournment Proposal”) to authorize the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), from time to time, as the Chairman of the Annual General Meeting may deem necessary or appropriate.
10.To consider any other business that may properly come before the meeting or any Adjournment or postponement thereof.
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| 2024-08-14 |
股东大会：
将于2024-08-29召开股东大会
会议内容 ▼▲
- 1.To elect five directors to the Board of Directors to hold office until the 2025 annual meeting of shareholders;
2.To ratify the appointment of WWC, P.C. (“WWC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
3.To approve the AGBA Group Holding Limited 2024 Equity Incentive Plan (the “BVI Incentive Plan”), and upon such approval and adoption of the Compensation Plan;
4.To consider any other business that may properly come before the meeting or any adjournment or postponement thereof.
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| 2024-08-14 |
详情>>
业绩披露：
2024年中报每股收益-0.26美元,归母净利润-1942.98万美元,同比去年增长14.25%
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| 2024-05-15 |
详情>>
业绩披露：
2024年一季报每股收益-0.11美元,归母净利润-806.02万美元,同比去年增长33.24%
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| 2024-03-28 |
详情>>
业绩披露：
2023年一季报每股收益-0.2美元,归母净利润-1207.26万美元,同比去年增长-3332.29%
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| 2024-03-28 |
详情>>
业绩披露：
2023年中报每股收益-0.36美元,归母净利润-2265.79万美元,同比去年增长-3785.86%
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| 2024-03-28 |
详情>>
业绩披露：
2023年三季报(累计)每股收益-0.55美元,归母净利润-3557.87万美元,同比去年增长-23040.49%
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| 2024-03-28 |
详情>>
业绩披露：
2023年年报每股收益-0.75美元,归母净利润-4920.6万美元,同比去年增长-10.52%
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| 2023-12-01 |
股东大会：
将于2023-12-28召开股东大会
会议内容 ▼▲
- 1.To elect five directors to the Board of Directors to hold office until the 2024 annual meeting of stockholders;
2.To ratify the appointment of WWC, P.C. (“WWC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2023;
3.To approve an amendment to our Fifth Amended and Restated Memorandum and Articles of Association to increase the number of ordinary shares authorized for issuance thereunder from 200,000,000 to 1,000,000,000 (the “Authorized Share Increase”);
4.To consider any other business that may properly come before the meeting or any adjournment or postponement thereof.
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| 2023-04-03 |
详情>>
业绩披露：
2022年年报每股收益-0.79美元,归母净利润-4452.06万美元,同比去年增长-146.15%
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| 2022-11-17 |
详情>>
业绩披露：
2022年三季报(累计)每股收益-0.38美元,归母净利润-15.38万美元,同比去年增长70.20%
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| 2022-10-28 |
股东大会：
将于2022-11-10召开股东大会
会议内容 ▼▲
- 1.To approve the Business Combination Agreement between AGBA, TAG, OPH, Fintech, and the other parties thereto and the transactions contemplated thereunder, including but not limited to the acquisition by way of merger of all of the issued and outstanding shares of OPH and Fintech from TAG, as provided for in the Business Combination Agreement and the consideration paid to TAG by way of new issue of AGBA ordinary shares in accordance with the Business Combination Agreement, or the “Business Combination.” This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.” A copy of the Business Combination Agreement is attached to this proxy statement as Annex A, Annex A-1, Annex A-2, Annex A-3, and Annex A-4.
2.To approve the proposed amendment to the Existing Charter and adopt the Fifth Amended and Restated Memorandum and Articles of Association of AGBA as further described herein, a copy of which is attached to this proxy statement as Annex B. This proposal is referred to as the “Amendment Proposal” or “Proposal No. 2.”
3.To approve, on a non-binding advisory basis, six separate governance proposals relating to certain material differences between the corporate governance provisions of the Existing Charter and those of the Fifth Amended and Restated Memorandum and Articles of Association of AGBA as further described herein, a copy of which is attached to this proxy statement as Annex B. These proposals are collectively referred to as the “Governance Proposals” or “Proposal No. 3.”
4.To approve (x) the issuance of more than 20% of the issued and outstanding AGBA ordinary shares pursuant to the terms of the Business Combination Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d); and (y) the issuance of securities under the AGBA Group Holding Limited Share Award Scheme, as required by Nasdaq Listing Rule 5635(c). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 4.”
5.To approve and adopt the AGBA Group Holding Limited Share Award Scheme. A copy of the form of the Share Award Scheme is attached to this proxy statement as Annex C. This proposal is called the “Share Award Scheme Proposal” or “Proposal No. 5.”
6.To consider a proposal, if put, to approve the adjournment of the extraordinary general meeting in the event AGBA does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal No. 6.”
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| 2022-08-15 |
详情>>
业绩披露：
2022年中报每股收益-0.33美元,归母净利润-58.31万美元,同比去年增长-90.4%
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| 2022-05-16 |
详情>>
业绩披露：
2022年一季报每股收益-0.18美元,归母净利润-35.17万美元,同比去年增长-166.86%
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| 2022-04-11 |
股东大会：
将于2022-05-03召开股东大会
会议内容 ▼▲
- 1.A proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which the Company has to consummate a business combination (the “extension”) two (2) times for an additional three (3) months each time from May 16, 2022 (the “Current Termination Date”) to November 16, 2022 (the termination date as so extended, the “Extended Termination Date”).
2.A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of May 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”), as amended, to allow the Company to extend the time to complete a business combination two (2) times for an additional three (3) months each time from May 16, 2022 to November 16, 2022.
3.To elect five (5) directors to serve until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death.
4.To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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| 2021-10-14 |
股东大会：
将于2021-11-02召开股东大会
会议内容 ▼▲
- 1.A proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which the Company has to consummate a business combination (the “extension”) two (2) times for an additional three (3) months each time from November 16, 2021 (the “Current Termination Date”) to May 16, 2022 (the termination date as so extended, the “Extended Termination Date”).
2.A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of May 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”), as amended, to allow the Company to extend the time to complete a business combination two (2) times for an additional three (3) months each time from November 16, 2021 to May 16, 2022.
3.To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
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| 2021-04-05 |
详情>>
内部人交易：
MIZUHO SECURITIES USA LLC股份减少35000.00股
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| 2021-01-20 |
股东大会：
将于2021-02-05召开股东大会
会议内容 ▼▲
- 1.A proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which the Company has to consummate a business combination (the “extension”) three (3) times for an additional three months each time from February 16, 2021 (the “Current Termination Date”) to November 16, 2021(the termination date as so extended, the “Extended Termination Date”).
2.A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of May 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”), as amended, to allow the Company to extend the time to complete a business combination three (3) times for an additional three months each time from February 16, 2021 to November 16, 2021.
3.To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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| 2020-07-31 |
股东大会：
将于2020-08-18召开股东大会
会议内容 ▼▲
- 1.To elect five directors to serve until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death.
2.A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (the “Auditor Proposal”).
3.To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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