Nano Labs Announces Results of Annual General Meeting of Shareholders

Rhea-AI Summary

Nano Labs (Nasdaq: NA) reported shareholder approvals at its Annual General Meeting held on Dec 30, 2025. Shareholders approved a conditional 10-for-1 share consolidation and a conditional 1-for-10 share sub-division, each effective within one year and tied to price triggers.

The resolutions also authorize a Class A/Class B redesignation of authorized shares, increase Class B voting rights from 30 to 50 votes per share, amend the memorandum and articles to reflect the vote change, and appoint MaloneBailey, LLP as independent registered public accounting firm for fiscal 2025.

Positive

• Authorized 10-for-1 share consolidation (conditional)
• Authorized 1-for-10 share sub-division (conditional)
• Class B voting power increased from 30 to 50 votes
• Appointment of MaloneBailey as 2025 independent auditor

Negative

• Share capital changes effective only if price triggers met within one year
• Post-consolidation authorized capital set at US$4,200,000 (210,000,000 shares)
• Post-subdivision authorized capital set at US$4,200,000 (21,000,000,000 shares)
• Board may designate 99,999,999 undesignated shares of new class

Key Figures

Share consolidation ratio 10-for-1 Conditional consolidation if price stays below <b>US$1.00</b> for 30 trading days

Share sub-division ratio 1-for-10 Conditional sub-division if price exceeds <b>US$100.00</b> for 30 trading days

Low-price trigger US$1.00 per share Condition for 10-for-1 share consolidation over 30 consecutive trading days

High-price trigger US$100.00 per share Condition for 10-for-1 share sub-division over 30 consecutive trading days

Authorized share capital US$4,200,000 Post-transaction authorized capital under both consolidation and sub-division scenarios

Post-consolidation shares 210,000,000 shares Authorized shares of par value <b>US$0.02</b> each if consolidation effective

Post-sub-division shares 21,000,000,000 shares Authorized shares of par value <b>US$0.0002</b> each if sub-division effective

Class B voting change 30 to 50 votes Increase in votes per Class B ordinary share approved at AGM

Market Reality Check

$3.32 Last Close

Volume Volume 35,403 vs 20-day average 149,538 (relative volume 0.24), indicating subdued trading before this AGM update. low

Technical Shares at $3.11, trading below the 200-day MA of $5.42 and about 90.12% under the 52-week high of $31.48.

Peers on Argus

Peers showed mixed moves: ICG up 7.87%, SQNS up 0.21%, while MX, GSIT and MRAM fell between -1.9% and -5.15%, suggesting today’s setup for NA is more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	AGM announcement	Neutral	-0.2%	Set date and detailed proposals for AGM, including conditional share actions.
Nov 26	Strategic program launch	Positive	+3.0%	Launched NBNB Program to build RWA infrastructure and compliance on BNB Chain.
Nov 12	Debt risk management	Positive	+5.0%	Announced early repayment of convertible bonds and BTC return plus compensation.
Oct 15	Share repurchase	Positive	-2.0%	Authorized up to <b>US$25.0M</b> share repurchase over 12 months from cash and crypto.
Sep 30	Strategic partnership	Positive	+3.9%	Signed MoU with TradeUP Securities to develop tokenized U.S. equities products.

Pattern Detected

Recent news has often seen price moves generally aligning with the positive or neutral tone, with one divergence on a buyback announcement.

Recent Company History

Over the last few months, Nano Labs issued several strategic and capital-markets updates. On Sep 30, it announced a tokenized U.S. equities MoU, followed by a US$25.0M share repurchase program on Oct 15. On Nov 12, the company detailed early repayment of convertible bonds, and on Nov 26 it launched the NBNB Program to build RWA infrastructure. On Dec 2, it outlined AGM proposals that shareholders have now approved, including conditional share structure changes and auditor appointment.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-07-09

The company has an effective F-3 shelf registration dated 2025-07-09 with recorded usage through 2 prospectus supplements (424B5 and 424B3). This provides a framework for future capital raises, as reflected by past usage, but no specific dollar capacity is detailed here.

Market Pulse Summary

This announcement formalizes shareholder approval of conditional share consolidation and sub-division mechanisms, an increase in Class B voting power, constitutional amendments, and auditor appointment for the year ending Dec 31, 2025. It builds directly on the AGM notice from Dec 2 and sits alongside prior capital-markets steps, including an F-3 shelf and at-the-market prospectus usage. Investors may focus on when price-based triggers are met and how governance changes interact with future financing decisions.

Key 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.

par value financial

"every ten shares with a par value of US$0.002 each in the Company’s issued"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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

"approve the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm"

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. 30, 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 the results of the Company’s Annual General Meeting (“AGM”) held at 10 A.M. on December 30, 2025, Beijing time (9 P.M., December 29, 2025, U.S. Eastern time). The proposals submitted for shareholder approval at the AGM have been approved. Specifically, the shareholders have passed the following resolutions:

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.

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

What did Nano Labs (NA) approve at the Dec 30, 2025 AGM?

Shareholders approved conditional 10-for-1 consolidation, conditional 1-for-10 subdivision, Class A/B redesignation, Class B vote increase to 50, and appointment of MaloneBailey as auditor.

When would Nano Labs' 10-for-1 share consolidation take effect?

The consolidation is authorized to take effect within one year and is conditional on the closing price falling below US$1.00 for 30 consecutive trading days (or board-determined period).

What triggers the 1-for-10 share sub-division for Nano Labs (NA)?

The sub-division is conditional on the closing price exceeding US$100.00 for 30 consecutive trading days (or such other period as the board may determine).

How will Nano Labs' voting structure change after the AGM?

The vote per Class B ordinary share was approved to increase from 30 votes to 50 votes per share.

What is the company's authorized capital after the approved consolidation?

Assuming consolidation effective, authorized capital would be US$4,200,000 divided into 210,000,000 shares at US$0.02 par value.

Who is Nano Labs' independent registered public accounting firm for 2025?

MaloneBailey, LLP was approved as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.