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

Insights

Corporate governance analyst

Proposed capital-structure changes concentrate control and create conditional share conversions tied to stock-price triggers.

The resolutions seek shareholder approval for a ten-for-one share consolidation, a reciprocal one-for-ten sub-division conditioned on high or low trading-price thresholds, and a re-designation into dual classes with an increased vote weight for Class B shares from 30 to 50. These steps change the company’s authorized share counts and voting mechanics and would alter the effective control mix if triggered and enacted.

Key dependencies and risks include the specific price triggers (US$1.00 and US$100.00) and the one-year effectiveness window; both create contingent outcomes rather than immediate conversion. The Class B vote increase directly amplifies voting concentration and reduces common shareholders’ relative influence if those Class B shares remain held by the same parties. Watch the shareholder vote on December 30, 2025, the Record Date December 4, 2025, and any disclosure of who holds Class B shares and whether they plan to exercise the conditional provisions within one year.

Capital-structure specialist

Mechanics tie authorized-capital math to price triggers and raise control via amplified Class B voting.

The proposals present two mutually exclusive mechanical paths: a consolidation plus class re-designation if the share closes below US$1.00 for 30 consecutive trading days, or a sub-division if it closes above US$100.00 for 30 consecutive trading days. Either path materially changes the share count and par value and would leave the board discretion over designation of a large residual block of authorized shares.

Immediate items to monitor include the shareholder vote on December 30, 2025, the board’s subsequent filings to implement the chosen path within the one-year window, and formal disclosures identifying holders of Class B shares and any transfer restrictions. The Class B vote increase from 30 to 50 is the single most consequential change for control dynamics and should be evaluated alongside forthcoming proxy vote results and the new memorandum and articles if adopted.

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.