SHENZHEN, China, Oct. 2, 2024
/PRNewswire/ -- MicroCloud Hologram Inc. (NASDAQ: HOLO), (the
"Company"), today announced that its 2024 Annual General Meeting of
the Shareholders (the "AGM") was duly held on September 27,
2024, at the Company's headquarters in Shenzhen, China. At the AGM, the following
proposals were approved and adopted:
- THAT every 20 issued and unissued ordinary shares of a nominal
or par value of US$0.001 each in the
capital of the Company (the "Ordinary Shares") be
consolidated into one (1) share of a nominal or par value of
US$0.02 each, and such Consolidated
Shares shall rank pari passu in all respects with each other in
accordance with the Company's currently effective memorandum and
articles of association (the "Share Consolidation") such
that following the Share Consolidation the authorized share capital
of the Company will be changed
FROM US$500,000 divided into
500,000,000 shares of a nominal or par value of US$0.001 each
TO US$500,000 divided into 25,000,000
shares of a nominal or par value of US$0.02 each (the "Consolidated Ordinary
Shares")
- To consider and vote upon an ordinary resolution to increase
the Company's share capital after the Share Consolidation:
THAT conditional upon and effective immediately following
the Share Consolidation, increase the authorized share capital of
the Company
FROM US$500,000 divided into 25,000,000 Consolidated
Ordinary Shares,
TO US$10,000,000 divided into 500,000,000
Consolidated Ordinary Shares ("Share Capital
Increase"), by the creation of an additional 475,000,000
Consolidated Ordinary Shares
- To consider and vote upon a special resolution to delete the
existing Article 15.6 of the Company's currently effective Amended
and Restated Memorandum and Articles of Association (the
"Current M&A") in its entirety and the substitution
therefor the following:
"An appointment of a director may be on terms that the director
shall automatically retire from office (unless he has sooner
vacated office) at the next or a subsequent annual general meeting
or upon any specified event or after any specified period in a
written agreement between the Company and the director, if any; but
no such term shall be implied in the absence of express provision.
Each director whose term of office expires shall be eligible for
re-election at a meeting of the Members or re-appointment by the
board of directors."
- To consider and vote upon a special resolution to create as
Dual-Class Structure (defined below) and adopt a second amended and
restated memorandum and articles of association:
conditional upon and effective immediately following the Share
Consolidation and the Share Capital Increase, vary the authorized
share capital of the Company to create and adopt a dual-class share
structure (the "Dual-Class Structure") by
a) re-designating all the issued and outstanding
Consolidated Ordinary Shares into class A ordinary shares of a
nominal or par value of US$0.02 par
value each (the "Class A Ordinary Shares"), and each
Class A Ordinary Share shall be entitled to one (1) vote per Class
A Ordinary Share;
b) re-designated 379,455,801 authorized but
unissued Consolidated Ordinary Shares into Class A Ordinary Shares;
and
c) re-designating 100,000,000 authorized but
unissued Consolidated Ordinary Shares into class B ordinary shares
of a nominal or par value of US$0.02
each (the "Class B Ordinary Shares"), and each
Class B Ordinary Share shall be entitled to 20 votes per Class B
Ordinary Share
(the "Variation of Share Capital"),
such that immediately following the Variation of Share
Capital, the authorized share capital of the Company shall be
changed
FROM US$10,000,000 divided into
500,000,000 Consolidated Ordinary Shares
TO US$10,000,000 divided into
400,000,000 Class A Ordinary Shares, and 100,000,000 Class B
Ordinary Shares; and
adopt a second amended and restated memorandum and articles of
association of the Company to, among other amendments, reflect the
adoption of the Dual-Class Structure and the Variation of Share
Capital.
(the "Dual-Class Structure Proposal")
Following the AGM, the Board will cause the filing of the
requisite corporate documents with the Cayman Islands Companies
Register as soon as practicable to effect the adopted
proposals.
Beginning on October 9, 2024, the
Company's Class A Ordinary Shares will trade on a split-adjusted
basis on the Nasdaq Capital Markets with a new assigned CUSIP
number of G55032 16 6.
When the Share Consolidation becomes effective, every 20 share
of the Company's issued and outstanding Ordinary Shares will be
combined into 1 issued and outstanding Ordinary Share. This will
reduce the number of outstanding Class A Ordinary Shares from
410,883,973 shares (as redesignated pursuant to the adopted
proposals) to 20,544,198 shares, after giving effect to the
treatment of fractional shares described below.
No fractional shares shall be issued in connection with the
Share Consolidation and in accordance with Article 9.2 of the
Current M&A (as defined below), the Company's transfer agent be
authorized and instructed to aggregate all fractional shares and
sell them as soon as practicable after the effect time of the Share
Consolidation at the then-prevailing prices on the open market, on
behalf of those shareholders who would otherwise be entitled to
receive fractions of a Class A ordinary share as a result of the
Share Consolidation and distribute the net proceeds in due
proportion among those shareholders.
The Reverse Stock Split is undertaken with the objective of
meeting the minimum $1.00 per share
requirement for maintaining the listing of the Ordinary Shares on
NASDAQ.
Additionally, as a result of the 20 to 1 Reverse Share Split,
the number of Class A Ordinary Shares issuable upon exercise of
each outstanding public warrant shall be decreased in proportion to
such decrease in issued and outstanding Class A Ordinary Shares to
reflect the effect of the 20 to1 Reverse Share Split. The exercise
price of the warrants shall be adjusted (to the nearest cent) by
multiplying the exercise price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of
Class A Ordinary Shares purchasable upon the exercise of the
warrants immediately prior to such adjustment, and (y) the
denominator of which shall be the number of Class A Ordinary Shares
so purchasable immediately thereafter.
Additional information about the reverse stock split can be
found in the Company's Notice of Annual General Meeting to the
Shareholders and proxy statement furnished to the Securities and
Exchange Commission on August 31, 2024, a copy of which is
available at www.sec.gov.
About MicroCloud Hologram Inc.
MicroCloud is committed to providing leading holographic
technology services to its customers worldwide. MicroCloud's
holographic technology services include high-precision holographic
light detection and ranging ("LiDAR") solutions, based on
holographic technology, exclusive holographic LiDAR point cloud
algorithms architecture design, breakthrough technical holographic
imaging solutions, holographic LiDAR sensor chip design and
holographic vehicle intelligent vision technology to service
customers that provide reliable holographic advanced driver
assistance systems ("ADAS"). MicroCloud also provides holographic
digital twin technology services for customers and has built a
proprietary holographic digital twin technology resource library.
MicroCloud's holographic digital twin technology resource library
captures shapes and objects in 3D holographic form by utilizing a
combination of MicroCloud's holographic digital twin software,
digital content, spatial data-driven data science, holographic
digital cloud algorithm, and holographic 3D capture technology. For
more information, please visit http://ir.MicroCloud holo.com/
Safe Harbor Statement
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may," "will," "intend," "should," "believe," "expect,"
"anticipate," "project," "estimate," or similar expressions that do
not relate solely to historical matters, it is making
forward-looking statements. Forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company's expectations discussed in the
forward-looking statements. These statements are subject to
uncertainties and risks including, but not limited to, the
following: the Company's goals and strategies; the Company's future
business development; product and service demand and acceptance;
changes in technology; economic conditions; reputation and brand;
the impact of competition and pricing; government regulations;
fluctuations in general economic; financial condition and results
of operations; the expected growth of the holographic industry and
business conditions in China and
the international markets the Company plans to serve and
assumptions underlying or related to any of the foregoing and other
risks contained in reports filed by the Company with the Securities
and Exchange Commission ("SEC"), including the Company's most
recently filed Annual Report on Form 10-K and current report on
Form 6-K and its subsequent filings. For these reasons, among
others, investors are cautioned not to place undue reliance upon
any forward-looking statements in this press release. Additional
factors are discussed in the Company's filings with the SEC, which
are available for review at www.sec.gov. The Company undertakes no
obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date
hereof.
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SOURCE MicroCloud Hologram Inc.
