HANGZHOU, China, Jan. 3, 2024
/PRNewswire/ -- Nano Labs Ltd (Nasdaq: NA) ("we," "the
Company," or "Nano Labs"), a leading
fabless integrated circuit design company and product solution
provider in China, announced today
that Citibank N.A., the depositary (the "Depositary") of the
Company's American depositary receipts (the "ADRs"), distributed to
all holders and beneficial owners of the Company's ADRs a
notification (the "Amendment and Termination Notice") on
December 29, 2023 regarding the
amendment to the deposit agreement, dated December 19, 2023, as amended, by and among the
Company, the Depositary, and all holders and beneficial owners of
the ADRs (the "Deposit Agreement"), and the termination of ADR
facility for the Company's American depositary shares (the "ADSs").
The effective date of the termination of the Deposit Agreement will
be February 1, 2024 (the "Effective
Date").
Below is a copy of the Amendment and Termination Notice to the
ADR holders:
NOTICE OF AMENDMENT OF THE DEPOSIT AGREEMENT
AND TERMINATION OF
ADR FACILITY FOR
NANO LABS LTD AMERICAN DEPOSITARY
SHARES
To Holders of American Depositary Shares ("ADSs") of Nano Labs
Ltd
COMPANY:
|
Nano Labs Ltd, an
exempted company incorporated
with limited liability under the laws of the Cayman
Islands.
|
DEPOSITARY:
|
Citibank,
N.A.
|
CUSTODIAN:
|
Citibank, N.A. - Hong
Kong.
|
DEPOSITED
SECURITIES:
|
Fully paid Class A
ordinary shares of the Company
(the "Shares").
|
DEPOSIT
AGREEMENT:
|
Deposit Agreement,
dated as of July 11, 2022, by and
among the Company, the Depositary, and the Holders
and Beneficial Owners of ADSs issued thereunder
(the "Existing Deposit Agreement"), and as amended
by that certain Amendment No. 1 to the Deposit
Agreement ("Amendment No. 1 to the Deposit
Agreement", and as so amended, the "Deposit
Agreement").
|
EXISTING ADS CUSIP
NO.:
|
63011A102.*
|
EXISTING ADS
SYMBOL:
|
NA US.*
|
CURRENT ADS-TO-SHARE
RATIO:
|
Each one (1) ADS
represents two (2) Shares.
|
BOOKS CLOSURE
PERIOD:
|
Beginning January 19,
2024 (5:00 PM New York
time) not to be reopened.
|
TERMINATION
DATE:
|
February 1,
2024.
|
*
|
Trading symbols
and CUSIP Nos. are provided as a convenience only and without any
liability for accuracy.
|
Amendment
Notice is hereby given that, pursuant to Section 6.1 of the
Existing Deposit Agreement, the Company and the Depositary have
agreed, effective as of January 29,
2024, to amend the Deposit Agreement to include a mandatory
ADS cancellation and exchange process, to be executed at the
instruction, or with the consent, of the Company, in the event of
the Termination of the ADR program existing pursuant to the Deposit
Agreement.
The Depositary has filed (x) a form of Amendment No. 1 to the
Deposit Agreement, and (y) a form of ADR that reflects the
additional termination provision with the U.S. Securities and
Exchange Commission (the "SEC") under cover of Post-Effective
Amendment No. 1 to Registration Statement on Form F-6. A copy of
the filing is available from the SEC's website at www.sec.gov under
Registration Number 333-265862.
If you have any questions about the above amendment, please call
Citibank ADR Shareholder Services at 1-877-248-4237. Copies of the
Deposit Agreement, including Amendment No. 1 to the Deposit
Agreement, are available at the principal offices of the Depositary
at 388 Greenwich Street, New York,
NY 10013 and can be retrieved from the SEC's website at
www.sec.gov under Registration Number 333-265862.
Termination
CITIBANK, N.A. HEREBY GIVES NOTICE OF THE TERMINATION OF THE
AMERICAN DEPOSITARY RECEIPTS FACILITY FOR THE ADSs EFFECTIVE AS OF
THE TERMINATION DATE.
Pursuant to Section 6.2 of the Deposit Agreement, the Company
has directed the Depositary to terminate the Deposit Agreement and
to implement a mandatory exchange of Shares for, and mandatory
cancellation of, the ADSs. As a result of the termination of the
Company's American Depositary Receipts facility in accordance with
the Deposit Agreement, upon the Termination Date, holders of ADSs
will have their ADSs automatically cancelled and would be entitled
to receive the corresponding underlying Deposited Securities (the
"Mandatory Exchange") at a rate of two (2) Shares for each ADS
cancelled.
After effectuating the Mandatory Exchange, the Depositary shall
be discharged from all obligations under the Deposit Agreement with
respect to the ADRs, the Deposited Securities and the ADSs under
the Deposit Agreement.
If you have any questions about the above termination and
Mandatory Exchange, please call Citibank ADR Shareholder Services
at 1-877-248-4237.
Possible Share Consolidation
The Company has further advised the Depositary that it
anticipates, immediately following the Mandatory Exchange, a
consolidation of the Company's Shares at a rate of one (1) new
Share for every two (2) existing Shares (the "Share
Consolidation"). The Share Consolidation is contingent on
shareholder approval at the Company's Extraordinary General Meeting
to be held on January 25, 2024. If
the Share Consolidation is approved, on the Termination Date,
former ADS holders should expect to receive one (1) new Share for
every one (1) ADS previously held. If the Share Consolidation is
not approved, on the Termination Date, former ADS holders should
expect to receive two (2) Shares for every one (1) ADS previously
held.
For further information about the Share Consolidation (including
the exact timing of the Share Consolidation), please contact the
Company or its New York registrar
and transfer agent, VStock Transfer, LLC, at 212-828-8436 or
info@vstocktransfer.com .
Date: December 29,
2023
|
Citibank, N.A. as
Depositary
|
About Nano Labs Ltd
Nano Labs Ltd is a leading fabless integrated circuit ("IC")
design company and product solution provider in China. Nano
Labs is committed to the development of high throughput
computing ("HTC") chips, high performance computing ("HPC") chips,
distributed computing and storage solutions, smart network
interface cards ("NICs") vision computing chips and distributed
rendering. Nano Labs has built a
comprehensive flow processing unit ("FPU") architecture which
offers solution that integrates the features of both HTC and HPC.
Nano Lab's Cuckoo series are one of
the first near-memory HTC chips available in the market with a
maximum bandwidth of approximately 2.27 Tbps, as well as one of the
first movers of the ASIC-based Grin mining market *.
For more information, please visit the Company's website at:
https://ir.nano.cn/.
|
*
|
According to an
industry report prepared by Frost & Sullivan.
|
Forward-Looking Statements
This report contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements include,
without limitation, the Company's plan to appeal the Staff's
determination, which can be identified by terminology such as
"may," "will," "expect," "anticipate," "aim," "estimate," "intend,"
"plan," "believe," "potential," "continue," "is/are likely to" or
other similar expressions. Such statements are based upon
management's current expectations and current market and operating
conditions, and relate to events that involve known or unknown
risks, uncertainties and other factors, all of which are difficult
to predict and many of which are beyond the Company's control,
which may cause the Company's actual results, performance or
achievements to differ materially from those in the forward-looking
statements. Further information regarding these and other risks,
uncertainties or factors is included in the Company's filings with
the Securities and Exchange Commission. The Company does not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under law.
For investor inquiries, please contact:
Nano Labs Ltd
ir@nano.cn
Ascent Investor Relations LLC
Ms. Tina Xiao
Tel: +1-646-932-7242
Email: investors@ascent-ir.com
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SOURCE Nano Labs Ltd