CNFINANCE ANNOUNCES THE RESULTS OF ITS EXTRAORDINARY GENERAL MEETING

CNFinance (NYSE: CNF) announced the results of its extraordinary general meeting held on December 10, 2025 in Guangzhou.

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

Argus Dec 10 session

+0.15% close to close Open Argus

Details

News Market Reaction – CNF

On Dec 10, the day this news came out, CNF closed 0.15% above the previous close.

Data tracked by StockTitan Argus for the Dec 10 session.

Market Context

This announcement confirms shareholder approval of CNF’s dual-class shareholding structure and a new...

Analysis

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 Figures

Previous authorized capital: US$380,000 New authorized capital: US$2,000,000 Issued re-designated shares: 1,559,576,960 shares +5 more

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

Historical Context

5 past events · Latest: Nov 10

5 events

1. Nov 10

   EGM announcement

   24h Move

   +2.0%

   Set date and agenda for EGM on dual-class and charter changes.

2. Oct 14

   NYSE compliance

   24h Move

   +10.1%

   Regained NYSE minimum ADS price compliance after ADS ratio change.

3. Aug 28

   H1 2025 earnings

   24h Move

   -17.9%

   Sharp revenue drop and swing to net loss with rising delinquencies.

4. Aug 25

   Earnings scheduling

   24h Move

   +6.9%

   Announced timing and access details for upcoming H1 2025 call.

5. Aug 15

   ADS ratio change

   24h Move

   -10.1%

   Planned 1:20 to 1:200 ADS ratio change, functioning as reverse split.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

dual-class shareholding structure, class a ordinary shares, class b ordinary shares, ordinary resolution, +2 more

6 terms

dual-class shareholding structure financial

"that the Company shall adopt a dual-class shareholding structure by amending"

A dual-class shareholding structure splits a company’s stock into two (or more) types with different voting rights, so one group of shares carries more control per share than the other. For investors this matters because buying the lower-vote class gives economic upside but less influence over decisions, which can concentrate power with founders or insiders and change governance risk and the likelihood of strategic decisions that affect long-term value.

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.

ordinary resolution regulatory

"As an ordinary resolution that the Company shall adopt a dual-class"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"As a special resolution that the existing second amended and restated"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

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.

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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

View original content:https://www.prnewswire.com/news-releases/cnfinance-announces-the-results-of-its-extraordinary-general-meeting-302637741.html

SOURCE CNFinance Holdings Limited

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.