Nano Labs Announces Annual General Meeting

Rhea-AI Summary

Nano Labs (Nasdaq: NA) announced its 2025 Annual General Meeting will be held on Dec 30, 2025 Beijing time (Dec 29 U.S. ET). The record date for shareholders entitled to vote is Dec 4, 2025.

Shareholder proposals include: a conditional 1-for-10 share consolidation (and re-designation into Class A and Class B shares) if the share price stays below $1.00 for 30 consecutive trading days; a conditional 10-for-1 share sub-division if shares exceed $100.00 for 30 consecutive trading days; an increase of Class B voting power from 30x to 50x; amendments to the memorandum and articles; and appointment of MaloneBailey, LLP as auditor for FY2025.

Positive

• Share consolidation proposal: 1-for-10 ratio
• Share sub-division proposal: 10-for-1 ratio
• Class B vote increase from 30x to 50x
• Appointment of MaloneBailey as FY2025 auditor

Negative

• Share consolidations/sub-divisions are conditional on 30 trading-day price triggers
• Share re-designation could concentrate control via Class B voting power
• Authorized share counts may materially change to 210,000,000 or 21,000,000,000

News Market Reaction – NA

-0.24%

1 alert

-0.24% News Effect

On the day this news was published, NA declined 0.24%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

AGM date: December 30, 2025 Record date: December 4, 2025 Share consolidation ratio: 10 shares into 1 share +5 more

8 metrics

AGM date December 30, 2025 2025 Annual General Meeting Beijing time

Record date December 4, 2025 Shareholders entitled to notice and vote

Share consolidation ratio 10 shares into 1 share Conditional consolidation if price stays below $1.00

Share sub-division ratio 1 share into 10 shares Conditional sub-division if price exceeds $100.00

Authorized share capital US$4,200,000 Post-transaction authorized capital in both scenarios

Votes per Class B share Increase from 30 to 50 Proposed Class B Shares Vote Increase

Current share price $3.10 Prior to AGM announcement, 24h move -4.15%

52-week range $2.75 – $31.48 Price sits well below 52-week high

Market Reality Check

Price: $3.15 Vol: Volume 69,519 is below 20...

low vol

$3.15 Last Close

Volume Volume 69,519 is below 20-day average 183,899 (relative volume 0.38) low

Technical Shares trade below 200-day MA of 5.57 with price at 3.10, reflecting a weak longer-term trend

Peers on Argus

Peer semis show mixed moves: most names like ICG, MX, SQNS and GSIT are modestly...

1 Down

Peer semis show mixed moves: most names like ICG, MX, SQNS and GSIT are modestly down while MRAM is up 5.54%. Momentum scanner only flags GCTS down 4.70%, suggesting NA’s -4.15% move is more stock-specific than broad sector-driven.

Historical Context

5 past events · Latest: Dec 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	AGM announcement	Neutral	-0.2%	Sets 2025 AGM date with proposals on share structure and governance changes.
Nov 26	Strategy program launch	Positive	+3.0%	Launch of NBNB Program to build RWA infrastructure and compliance on BNB Chain.
Nov 12	Debt risk action	Positive	+5.0%	Early repayment of convertible bonds and BTC return to reduce crypto-related risks.
Oct 15	Share repurchase plan	Positive	-2.0%	Board authorizes up to US$25.0M share repurchase program funded by cash and crypto.
Sep 30	Strategic partnership	Positive	+3.9%	MoU with TradeUP Securities to pioneer tokenized U.S. equities via regulated channels.

Pattern Detected

Recent news on strategy, financing and partnerships often saw modest positive price reactions, with one notable divergence on the share repurchase announcement.

Recent Company History

Over the past months Nano Labs issued several strategic and capital-markets updates. A Sept 30 MoU on tokenized U.S. equities and an Nov 26 RWA “NBNB Program” both saw positive reactions. On Nov 12, early repayment of convertible bonds and returning 300 BTC plus 4.5 BTC per holder was framed as risk control and was also received well. Conversely, the Oct 15 authorization for up to US$25.0M in share repurchases coincided with a small decline. Today’s AGM-focused governance agenda fits this pattern of active capital and corporate structure management.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-09

The company has an active F-3 shelf filed on 2025-07-09, expiring on 2028-07-09, with at least 2 associated prospectus supplements (424B5 and 424B3). While the shelf is not yet effective, its existence and prior usage indicate an established framework for potential future securities offerings.

Market Pulse Summary

This announcement outlines Nano Labs’ 2025 AGM agenda, focusing on conditional share consolidation b...

Analysis

This announcement outlines Nano Labs’ 2025 AGM agenda, focusing on conditional share consolidation below $1.00, a share sub-division above $100.00, and increasing Class B voting power from 30 to 50 votes per share, alongside charter amendments and auditor approval. In context of recent strategic and financing moves, the key factors to monitor are how these changes affect control under the dual-class structure, potential future equity issuance under the existing shelf, and alignment between governance, capital structure, and shareholder interests.

Key Terms

share consolidation, share sub-division, class a ordinary shares, class b ordinary shares, +4 more

8 terms

share consolidation financial

"to authorize (a) a share consolidation of every ten shares with a par value"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

share sub-division financial

"to authorize a share sub-division of every one (1) share with a par value"

A share sub-division (often called a stock split) is when a company increases the number of its outstanding shares by dividing each existing share into multiple smaller ones, lowering the price per share while keeping the total value of an investor’s holdings the same. Think of cutting a pizza into more slices: you have more pieces but the pizza is unchanged. It matters because lower per-share prices can make trading easier, boost liquidity and investor demand, and change metrics like shares outstanding used in valuations.

class a ordinary shares financial

"as Class A ordinary shares with a par value of US$0.02 each"

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

"as Class B ordinary shares with a par value of US$0.02 each"

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.

authorized share capital financial

"the authorized share capital of the Company shall be US$4,200,000 divided"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

votes per class b ordinary share financial

"to effect the increase in the votes per Class B ordinary share from 30 to 50"

Votes per Class B ordinary share indicates how many votes a single Class B share carries in shareholder decisions, showing how much influence that share has compared with other share types. This matters to investors because it affects control over board elections and major corporate actions—like having multiple votes in a group making a decision—so it changes how much sway an investor’s ownership gives them relative to their economic stake.

memorandum and articles of association regulatory

"to amend and restate the Company’s fifth amended and restated memorandum and articles"

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.

independent registered public accounting firm financial

"to approve the appointment of MaloneBailey, LLP as the Company’s independent registered"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. Not financial advice.

HONG KONG, Dec. 02, 2025 (GLOBE NEWSWIRE) -- Nano Labs Ltd (Nasdaq: NA) (“we,” the “Company” or “Nano Labs”), a leading Web 3.0 infrastructure and product solution provider, today announced that it will hold its 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) at 10 A.M. on December 30, 2025, Beijing time (9 P.M. on December 29, 2025, U.S. Eastern time) in 12F, China Yuangu Hanggang Technology Building, 509 Qianjiang Road, Shangcheng District, Hangzhou, Zhejiang, 310000, People’s Republic of China. The Company has established the close of business on December 4, 2025, Eastern time (the “Record Date”), as the record date for determining shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting and any adjournments or postponements thereof. The purpose of the 2025 Annual Meeting is:

(1

)

to authorize (a) a share consolidation of every ten shares with a par value of US$0.002 each in the Company’s issued and unissued share capital into one share with a par value of US$0.02 (the “Share Consolidation”) and (b) following the Share Consolidation, the re-designation of (i) 0.9 Undesignated Shares with a par value of US$0.02 each of such classes or classes (however designated) (the “Undesignated Shares”) as Class A ordinary shares with a par value of US$0.02 each (“Class A Ordinary Shares”) and (ii) 0.1 Undesignated Shares as Class B ordinary shares with a par value of US$0.02 each (the “Class B Ordinary Shares”) (the “Share Re-designation”), subject to the condition that the closing price of the Company’s ordinary shares falls below US$1.00 per share for a consecutive period of 30 trading days (or such other period as the board may determine) and the effective date shall be within one year from the date of this resolution, assume that the Share Consolidation and the Share Re-designation become effective immediately, the authorized share capital of the Company shall be US$4,200,000 divided into 210,000,000 shares of par value of US$0.02 each, comprising (i) 109,714,110 Class A ordinary shares of a par value of US$0.02 each, (ii) 285,891 Class B ordinary shares of a par value of US$0.02 each, and (iii) 99,999,999 shares of a par value of US$0.02 each of such class or classes (however designated) as the board of directors of the Company (the “Directors”) may determine.

(2

)

to authorize a share sub-division of every one (1) share with a par value of US$0.002 each in the Company’s issued and unissued share capital into ten (10) shares with a par value of US$0.0002 each (the “Share Sub-division”), subject to the condition that the closing price of the Company’s ordinary shares exceed US$100.00 per share for a consecutive period of 30 trading days (or such other period as the board may determine) and the effective date shall be within one year from the date of this resolution, assume that the Share Sub-division become effective immediately, the authorized share capital of the Company shall be US$4,200,000 divided into 21,000,000,000 shares of par value of US$0.0002 each, comprising (i) 10,971,410,910 Class A ordinary shares of a par value of US$0.0002 each, (ii) 28,589,090 Class B ordinary shares of a par value of US$0.0002 each, and (iii)10,000,000,000 shares of a par value of US$0.0002 each of such class or classes (however designated) as the Directors may determine.

(3

)

to effect the increase in the votes per Class B ordinary share from 30 to 50 (the “Class B Shares Vote Increase”).

(4

)

to amend and restate the Company’s fifth amended and restated memorandum and articles of association currently in effect (the “Current M&A”) by the adoption of the sixth amended and restated memorandum and articles of association to reflect the Class B Shares Vote Increase (after the amendment, the “New M&A”); and

	(5	)	to approve the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Copies of the notice of the 2025 Annual Meeting and the form of proxy are available on the Company’s corporate investor relations website at https://ir.nano.cn. 

About Nano Labs Ltd

Nano Labs Ltd is a leading Web 3.0 infrastructure and product solution provider. Nano Labs is committed to the development of high throughput computing (“HTC”) chips and high-performance computing (“HPC”) chips. Nano Labs has built a comprehensive flow processing unit (“FPU”) architecture which offers solution that integrates the features of both HTC and HPC. In addition, Nano Labs has actively positioned itself in the crypto assets space, adopting BNB as its primary reserve asset. It has reserved in mainstream cryptocurrencies including BNB and BTC, and established an integrated platform covering multiple business verticals, including HTC solutions and HPC solutions*. For more information, please visit the Company’s website at: ir.nano.cn.

*	According to an industry report prepared by Frost & Sullivan.

Forward-Looking Statements

This press release 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.

Investor Contact:

Nano Labs Ltd
Email: ir@nano.cn

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

When and where will Nano Labs (NA) hold its 2025 Annual General Meeting?

The meeting is scheduled for Dec 30, 2025 at 10 A.M. Beijing time (Dec 29, 2025, 9 P.M. ET) at the Hangzhou company address.

What is the record date to determine shareholders entitled to vote for Nano Labs (NA)?

The record date is close of business Dec 4, 2025 Eastern time.

What is the proposed share consolidation for Nano Labs (NA) and its trigger?

A 1-for-10 consolidation is proposed, effective if the closing price remains below $1.00 for 30 consecutive trading days.

What is the proposed share sub-division for Nano Labs (NA) and its trigger?

A 10-for-1 sub-division is proposed, effective if the closing price exceeds $100.00 for 30 consecutive trading days.

How will the Class B voting power change if approved for Nano Labs (NA)?

The proposal would increase votes per Class B ordinary share from 30 to 50 votes per share.

Who is proposed as Nano Labs (NA) independent auditor for fiscal 2025?

MaloneBailey, LLP is proposed as the independent registered public accounting firm for the year ending Dec 31, 2025.