| 2025-09-17 |
股东大会：
将于2025-10-10召开股东大会
会议内容 ▼▲
- 1.Conditional upon the approval of the board of directors of the Company (the Board) in its sole discretion, with effect as of the date within three (3) calendar years after the conclusion of the Meeting as the Board may determine (the Effective Date):
a)the authorised, issued, and outstanding shares of the Company (collectively, the Shares) be consolidated by consolidating each 100 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 10, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the Share Consolidation);
b)no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share;
c)any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion;
2.Any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
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| 2025-07-11 |
股东大会：
将于2025-08-11召开股东大会
会议内容 ▼▲
- 1.Share capital reorganisation proposal
Resolved, as an ordinary resolution that, the Company increases, amend and reclassifies its authorised share capital with immediate effect by undertaking the following steps:
(a)increase the number of shares which it is authorised to issue from 500,000,000 to 1,000,000,000 ordinary shares of par value US$0.0001 each (the Authorised Share Capital Increase);
(b)following the Authorised Share Capital Increase, 750,000,000 of the authorised ordinary shares of par value of US$0.0001 each (including all of the existing issued ordinary shares) in the Company will be re-designated and re-classified as 750,000,000 class A ordinary shares of par value US$0.0001 each (the Class A Ordinary Shares), where the rights of the existing ordinary shares shall be the same as the Class A Ordinary Shares;
(c)110,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the Company will be cancelled and a new class of shares comprising of 110,000,000 class B ordinary shares of par value US$0.0001 each (the Class B Ordinary Shares), which will be entitled to thirty-five (35) votes per share, will be created;
(d)140,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the Company will be cancelled and a new series of shares comprising of 140,000,000 preferred shares of par value US$0.0001 each (the Preferred Shares), will be created,such that the authorised share capital of the Company shall become US$100,000 divided into (a) 750,000,000 class A ordinary shares of a par value of US$0.0001 each, (b) 110,000,000 class B ordinary shares of a par value of US$0.0001 each and (c) 140,000,000 Preferred Shares of a par value of US$0.0001 each (the Share Capital Reorganisation).
2.Charter amendment proposal
Resolved, as a special resolution that, subject to the Share Capital Reorganisation taking effect, the fourth amended and restated memorandum and articles of association of the Company, the form of which is attached to this notice as the Appendix (the Fourth Restated MAA), be adopted in its entirety and in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with effect from date of the special resolution adopting the same.
3.Share repurchase and issuance proposal
Resolved, as a special resolution that, subject to the Share Capital Reorganisation and the Fourth Restated MAA taking effect, the Company repurchase 13,025,000 Class A Ordinary Shares held by Skyline Tech Limited (Skyline), all of which are fully paid shares, in consideration of and out of the proceeds of the Company’s new issuance of 13,025,000 Class B Ordinary Shares to Skyline (collectively, the Share Repurchase and Issue),
such that, as a result of the Share Repurchase and Issue, Skyline would control 97.0% of the votes of the Company.
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