CNFINANCE ANNOUNCES THE RESULTS OF ITS EXTRAORDINARY GENERAL MEETING

Rhea-AI Summary

CNFinance (NYSE: CNF) announced the results of its extraordinary general meeting held on December 10, 2025 in Guangzhou. Shareholders approved a set of corporate amendments including adoption of a dual-class share structure, replacement of the company's memorandum and articles of association with a new third amended and restated version, and authorization for any director to implement the resolutions.

Key capital changes: authorised share capital is increasing from US$380,000 to US$2,000,000; authorised share classes will include 18,000,000,000 Class A and 2,000,000,000 Class B ordinary shares with detailed re-designations of existing issued and unissued shares.

Positive

• Authorised capital increased from US$380,000 to US$2,000,000
• Creation of 2,000,000,000 Class B authorised shares
• Re-designation of 1,559,576,960 issued ordinary shares to Class A

Negative

• Authorised 14,200,000,000 new Class A shares may enable dilution
• Large increase in authorised shares could affect future equity structure

Key Figures

Previous authorized capital US$380,000 Prior structure: 3,800,000,000 Ordinary Shares at US$0.0001 par value

New authorized capital US$2,000,000 18,000,000,000 Class A and 2,000,000,000 Class B shares at US$0.0001 par

Issued re-designated shares 1,559,576,960 shares Authorized issued Ordinary Shares re-designated as Class A

Unissued re-designated shares 2,240,423,040 shares Authorized unissued Ordinary Shares re-designated as Class A

New Class A authorization 14,200,000,000 shares New authorized but unissued Class A Ordinary Shares

New Class B authorization 2,000,000,000 shares New authorized but unissued Class B Ordinary Shares

Meeting date December 10, 2025 Extraordinary general meeting at 10:00 AM Hong Kong time

Pre-news price move 4.55% Price change in prior 24h before this announcement

Market Reality Check

$5.98 Last Close

Volume Volume 7,698 vs 20-day average 9,347 (relative volume 0.82) indicates no unusual trading ahead of this governance change. normal

Technical Shares traded at $5.98, modestly below the $6.10 200-day moving average, reflecting a still-subdued longer-term trend despite recent gains.

Peers on Argus

Pre-news, CNF was up 4.55%. Mortgage/finance peers showed mixed moves: PAPL up 12.42%, IOR up 3.58%, SNFCA flat at 0.12%, GHI up 0.92%, while BETRW fell 14.29%. With scanner data flagging no coordinated move, trading appeared stock-specific rather than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 10	EGM announcement	Neutral	+2.0%	Set date and agenda for EGM on dual-class and charter changes.
Oct 14	NYSE compliance	Positive	+10.1%	Regained NYSE minimum ADS price compliance after ADS ratio change.
Aug 28	H1 2025 earnings	Negative	-17.9%	Sharp revenue drop and swing to net loss with rising delinquencies.
Aug 25	Earnings scheduling	Neutral	+6.9%	Announced timing and access details for upcoming H1 2025 call.
Aug 15	ADS ratio change	Negative	-10.1%	Planned 1:20 to 1:200 ADS ratio change, functioning as reverse split.

Pattern Detected

Across recent events, CNF’s price has generally moved in the same direction as the apparent tone of news, with negative earnings met by a sharp decline and positive compliance/governance steps drawing gains.

Recent Company History

Over the past six months, CNF has focused on listing compliance, capital market structure, and navigating weaker fundamentals. The company announced an ADS ratio change and later regained NYSE compliance on October 1, 2025, which saw a 10.09% gain. Challenging H1 2025 results on August 28 led to a -17.9% move. November’s EGM notice outlined the same dual-class and charter changes that shareholders have now approved, continuing a governance and capital-structure reconfiguration.

Market Pulse Summary

This announcement confirms shareholder approval of CNF’s dual-class shareholding structure and a new memorandum and articles of association, following the EGM notice on November 10, 2025. It continues a series of capital-market and governance actions, including an earlier ADS ratio change and NYSE compliance regain. Investors may track how these structural changes interact with operating performance after challenging H1 2025 results and prior volatility around earnings and listing-related news.

Key Terms

class a ordinary shares financial

"into 18,000,000,000 Class A Ordinary Shares of a nominal or par value"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

class b ordinary shares financial

"and 2,000,000,000 Class B Ordinary Shares of a nominal or par value"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

memorandum and articles of association regulatory

"be replaced in their entirety with a new third amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

AI-generated analysis. Not financial advice.

GUANGZHOU, China, Dec. 10, 2025 /PRNewswire/ -- CNFinance Holdings Limited (NYSE: CNF) ("CNFinance" or the "Company"), a leading home equity loan service provider in China, today announced the results of its extraordinary general meeting of shareholders held at 22nd Floor, South Finance Building, Chunrong 3rd Road, Yuancun Street, Tianhe District, Guangzhou City, Guangdong Province, People's Republic of China at 10:00 AM (Hong Kong time) on December 10, 2025.

At the extraordinary general meeting, each of the following resolutions submitted for shareholder approval was adopted, and after the adoption of the proposed resolutions, all corporate authorizations and actions contemplated thereunder were approved:

1.       As an ordinary resolution that the Company shall adopt a dual-class shareholding structure by amending the authorised share capital of the Company:

(a)     FROM: US$380,000 divided into 3,800,000,000 Ordinary Shares of a nominal or par value of US$0.0001 each

(b)     TO: US$2,000,000 divided into 18,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each and 2,000,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each, by:

(i)                   the re-designation and reclassification of 1,559,576,960 authorised issued Ordinary Shares of a nominal or par value of US$0.0001 each into 1,559,576,960 Class A Ordinary Shares of a nominal or par value of US$0.0001 each in the capital of the Company;

(ii)                 the re-designation and reclassification of 2,240,423,040 authorised and unissued Ordinary Shares into 2,240,423,040 Class A Ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company; and

(iii)                the increase in the authorised share capital of the Company by the creation of 14,200,000,000 authorised but unissued Class A Ordinary Shares of a nominal or par value of US$0.0001 each in the capital of the Company and 2,000,000,000 authorised but unissued Class B Ordinary Shares of a nominal or par value of US$0.0001 each in the capital of the Company.

2.       As a special resolution that the existing second amended and restated memorandum and articles of association of the Company be replaced in their entirety with a new third amended and restated memorandum and articles of association.

3.       As an ordinary resolution that, any director of the Company (the "Director") be authorized to take any and all actions that might be necessary to effect the foregoing resolutions as such Director, in his or her absolute discretion, thinks fit.

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will", "expects", "anticipates", "future", "intends", "plans", "believes", "estimates", "confident" and similar statements. The Company may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: its goals and strategies, its ability to achieve and maintain profitability, its ability to retain existing borrowers and attract new borrowers, its ability to maintain and enhance the relationship and business collaboration with its trust company partners and to secure sufficient funding from them, the effectiveness of its risk assessment process and risk management system, its ability to maintain low delinquency ratios for loans it originated, fluctuations in general economic and business conditions in China, and relevant government laws, regulations, rules, policies or guidelines relating to the Company's corporate structure, business and industry. Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and the Company does not undertake any obligation to update such information, except as required under applicable law.

About CNFinance Holdings Limited

CNFinance Holdings Limited (NYSE: CNF) ("CNFinance" or the "Company") is a leading home equity loan service provider in China. CNFinance, through its operating subsidiaries in China, conducts business by connecting demands and supplies through collaborating with sales partners and trust companies under the trust lending model, and sales partners, local channel partners and commercial banks under the commercial bank partnership model. Sales partners and local channel partners are responsible for recommending micro- and small-enterprise ("MSE") owners with financing needs to the Company and the Company introduces eligible borrowers to licensed financial institutions with sufficient funding sources including trust companies and commercial banks who will then conduct their own risk assessments and make credit decisions. The Company's primary target borrower segment is MSE owners who own real properties in Tier 1 and Tier 2 cities and other major cities in China. The Company's risk mitigation mechanism is embedded in the design of its loan products, supported by an integrated online and offline process focusing on risks of both borrowers and collateral and further enhanced by effective post-loan management procedures.

For more information, please contact:
CNFinance
E-mail: ir@cashchina.cn

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SOURCE CNFinance Holdings Limited

FAQ

What did CNFinance (CNF) approve at the December 10, 2025 extraordinary general meeting?

Shareholders approved a dual-class share structure, new constitutional documents, and director implementation authority.

How did CNFinance change its authorised share capital on December 10, 2025?

Authorised capital increased from US$380,000 to US$2,000,000, creating Class A and Class B share totals.

How many Class A and Class B shares were authorised for CNFinance (CNF)?

The company authorised 18,000,000,000 Class A and 2,000,000,000 Class B ordinary shares.

Did CNFinance reclassify any existing issued shares in the CNF meeting?

Yes; 1,559,576,960 issued ordinary shares were re-designated as Class A ordinary shares.

What authority were CNFinance directors granted on December 10, 2025?

Any director was authorised to take actions necessary to implement the approved resolutions at their discretion.