Smart Share Global Limited Announces Shareholders’ Approval of Merger Agreement

Smart Share Global (Nasdaq: EM) announced that shareholders at an extraordinary general meeting on Dec 31, 2025 approved the previously announced Agreement and Plan of Merger dated Aug 1, 2025.

Rhea-AI Summary

Smart Share Global (Nasdaq: EM) announced that shareholders at an extraordinary general meeting on Dec 31, 2025 approved the previously announced Agreement and Plan of Merger dated Aug 1, 2025. Approximately 79.0% of outstanding ordinary shares voted, representing 90.9% of total votes, and the Merger Agreement was approved by about 92.8% of votes cast. If completed, the company will become a wholly-owned subsidiary of MidCo and its ADSs will be delisted and terminated. Completion remains subject to closing conditions and waivers.

Positive

• Merger approved by ~92.8% of votes cast
• 79.0% of outstanding ordinary shares voted at EGM
• Successful shareholder vote enables next-stage closing steps

Negative

• If closed, ADSs will be delisted and terminated
• Completion is subject to closing conditions and not guaranteed
• Company will become privately held, reducing public liquidity

Key Figures

EGM participation: 79.0% of ordinary shares Votes represented: 90.9% of total votes Approval rate: 92.8% of votes cast +5 more

EGM participation

79.0% of ordinary shares

Shares voting in person or by proxy at Dec 31, 2025 EGM

Votes represented

90.9% of total votes

Total outstanding votes represented at the EGM record date

Approval rate

92.8% of votes cast

Votes in favor of Merger Agreement and Plan of Merger at EGM

Merger equity value

$327 million

Valuation from Aug 01, 2025 definitive going-private agreement

Merger consideration ADS

$1.25 per ADS

Cash consideration per ADS under Aug 01, 2025 merger deal

Merger premium

74.8% premium

Premium to Jan 03, 2025 closing price in merger agreement

Hillhouse offer ADS

$1.77 per ADS

Competing acquisition proposal from Hillhouse on Aug 15, 2025

Hillhouse ownership

62,367,293 Class A shares (14.4%)

Beneficial ownership reported in Aug 20, 2025 Schedule 13D

Historical Context

3 past events · Latest: Nov 28

3 events

1. Nov 28

   EGM announcement

   24h Move

   +2.2%

   Scheduled Dec 31 EGM to vote on going-private merger agreement.

2. Aug 15

   Acquisition proposal

   24h Move

   +9.8%

   Competing cash acquisition proposal from Hillhouse at higher per-ADS price.

3. Aug 01

   Merger agreement

   24h Move

   +1.7%

   Definitive going-private merger agreement valuing company at about $327M.

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

Key Terms

American depositary shares, Merger Agreement, Plan of Merger

3 terms

American depositary shares financial

"ordinary shares represented by the Company’s American depositary shares (the “ADSs”)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Merger Agreement regulatory

"approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Plan of Merger regulatory

"the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”)"

A plan of merger is the legal blueprint that spells out exactly how two or more companies will combine, including what each side will give or receive (cash, stock, or a mix), who will run the combined business, and the conditions that must be met before the deal closes. It matters to investors because it determines how ownership, value and control will change—like a recipe that tells you how ingredients will be combined and what needs to happen before you can serve the final dish—so shareholders and regulators often must approve it and it can materially affect the stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SHANGHAI, Dec. 31, 2025 (GLOBE NEWSWIRE) -- Smart Share Global Limited (Nasdaq: EM) (“Energy Monster” or the “Company”), a consumer tech company providing mobile device charging service, today announced that at an extraordinary general meeting of shareholders (the “EGM”) held today, the Company’s shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated August 1, 2025, by and among the Company, Mobile Charging Group Holdings Limited (“Parent”), Mobile Charging Investment Limited (“MidCo”), a wholly-owned subsidiary of Parent and Mobile Charging Merger Limited (“Merger Sub”), a wholly-owned subsidiary of MidCo, pursuant to which, at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of MidCo, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions contemplated thereby, including the merger.

Approximately 79.0% of the Company’s total outstanding ordinary shares, including the ordinary shares represented by the Company’s American depositary shares (the “ADSs”), as of 5:00 p.m. New York City time on December 12, 2025 voted in person or by proxy at the EGM. Each shareholder has one vote for each class A ordinary share and ten votes for each class B ordinary share. These shares represented approximately 90.9% of the total outstanding votes represented by the Company’s total ordinary shares outstanding on the record date. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the merger, were approved by approximately 92.8% of the total votes cast at the EGM.

Completion of the merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the other parties to the Merger Agreement towards completing the merger in due course. If consummated, the merger will result in the Company becoming a privately held company and its ADSs will no longer be listed or traded on any securities exchange or quotation system, including the Nasdaq Capital Market, and the Company’s ADS program will be terminated.

About Smart Share Global Limited

Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform. The Company provides mobile device charging service through its shared power banks, which are placed in POIs such as entertainment venues, restaurants, shopping centers, hotels, transportation hubs and public spaces. Users may access the service by scanning the QR codes on Energy Monster’s cabinets to release the power banks. As of December 31, 2024, the Company had 9.6 million power banks in 1,279,900 POIs across more than 2,200 counties and county-level districts in China.

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” and similar statements. Smart Share may also make written or oral forward-looking statements in its periodic reports to the SEC, 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. Statements that are not historical facts, including statements about Smart Share’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; the laws and regulations relating to Smart Share’s industry; the general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Smart Share’s filings with the SEC. All information provided in this announcement and in the attachments is as of the date of this press release, and Smart Share does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Contact Us
Investor Relations
Hansen Shi
ir@enmonster.com

FAQ

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

What did Smart Share Global (EM) shareholders approve on December 31, 2025?

Shareholders approved the Agreement and Plan of Merger (Aug 1, 2025) with Mobile Charging Group, with ~92.8% of votes cast in favor.

How many Smart Share Global shares voted at the EGM on Dec 31, 2025?

Approximately 79.0% of the company’s total outstanding ordinary shares voted in person or by proxy.

What percentage of total votes did the shares represent at Smart Share’s EGM?

Those shares represented about 90.9% of the total outstanding votes on the record date.

Will Smart Share Global (EM) remain listed on Nasdaq after the merger?

No — if the merger is consummated, the company will become privately held and its ADSs will be delisted and the ADS program terminated.

Is the merger of Smart Share Global (EM) final after the shareholder vote?

No — completion is still subject to satisfaction or waiver of conditions set forth in the Merger Agreement.

Who will own Smart Share Global after the merger if consummated?

At the effective time, Merger Sub will merge into the company and it will become a wholly-owned subsidiary of MidCo (a subsidiary of Mobile Charging Group).