SOLAI Limited Announces Extraordinary General Meeting and New Issuance of Preference Shares

Rhea-AI Summary

SOLAI (NYSE: SLAI) will hold an extraordinary general meeting on December 29, 2025 at 10:00 a.m. ET with a record date of November 24, 2025. The company filed its Form 20-F for year ended Dec 31, 2024 on April 29, 2025 and shareholder materials are available on its investor website.

The Board approved issuance of 65,000 Class A II preference shares at US$1.00 each (total US$65,000) to Good Luck Capital Limited, owned by founder and executive director Man San Vincent Law. Key terms: each Preference Share carries voting power equal to 400,000 Class A ordinary shares, is non-convertible, carries no dividends, and may be transferred with Board approval. Following issuance, Mr. Law's aggregate voting power rises from ~31.8% to ~94.0%.

Positive

• 65,000 preference shares issued for a total of US$65,000
• Founder aligned via issuance to Good Luck Capital owned by Man San Vincent Law
• Voting consolidation could enable decisive governance changes

Negative

• Aggregate voting power increases to approximately 94.0%, concentrating control
• Preference shares carry voting weight equal to 400,000 Class A shares each
• No economic rights: Preference Shares are non-convertible and bear no dividends

Insights

Corporate Governance Analyst

Founder gains near-total voting control via new preference shares; this materially concentrates governance.

The Board approved issuance of 65,000 Class A II preference shares at $1.00 each to Good Luck Capital Limited, a vehicle wholly owned by Mr. Man San Vincent Law, which gives each Preference Share voting power equal to 400,000 Class A ordinary shares. The company states that Mr. Law's aggregate voting power will rise from approximately 31.8% to approximately 94.0% immediately after the issuance.

This structure creates a dominant single‑voter outcome that effectively places major corporate decisions under the control of Mr. Law. The Preference Shares carry no dividend rights and are non‑convertible, yet they grant outsized voting influence; the issuance therefore alters governance rights without a cash return feature. The shares may be transferable to non‑affiliates only with prior Board written approval.

Key facts to watch include the extraordinary general meeting scheduled for December 29, 2025 and the record date of November 24, 2025, which relate to shareholder voting mechanics and notice entitlements. Monitor any disclosed Board resolutions, updates to the investor relations materials, and any further filings that clarify shareholder protections, fiduciary safeguards, or future corporate actions tied to this voting consolidation within the next few weeks to months.

AKRON, Ohio, Nov. 12, 2025 /PRNewswire/ -- SOLAI Limited (NYSE: SLAI) ("SOLAI" or the "Company") (previously known as "BIT Mining Limited"), a leading technology-driven cryptocurrency infrastructure company, today announced that it will hold its extraordinary general meeting of shareholders at 428 South Seiberling Street, Akron, Ohio, US on December 29, 2025 at 10:00 a.m., New York time.

Holders of record of ordinary shares and preference shares of the Company at the close of business on November 24, 2025, New York time (the "Record Date") are entitled to receive notice of, and to attend and vote at, the extraordinary general meeting or any adjournment thereof. Holders of the Company's American Depositary Shares ("ADSs") who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company's ADS program, Deutsche Bank Trust Company Americas.

The notice of the extraordinary general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting is available on the Investor Relations section of the Company's website at https://ir.solai.com. The Company filed its annual report on Form 20-F for the fiscal year ended December 31, 2024 with the U.S. Securities and Exchange Commission (the "SEC") on April 29, 2025. Shareholders may obtain a copy of the Company's annual report, free of charge, from the Company's website at https://ir.solai.com and on the SEC's website at www.sec.gov, or by contacting SOLAI Limited at 428 South Seiberling Street, Akron, Ohio, US, attention: Victor He, telephone: +1 (330) 676-2680, email: ir@solai.com

In addition, the Company's board of directors (the "Board") has approved the issuance of 65,000 Class A II preference shares (the "Preference Shares") at a subscription price of US$1.00 per share, for a total cash consideration of US$65,000, to Good Luck Capital Limited ("Good Luck"), a company incorporated in the British Virgin Islands and wholly-owned by Mr. Man San Vincent Law, a founder and executive director of the Company.

The issuance of the Preference Shares is in recognition of Mr. Law's valuable contribution to the Company in guiding its transition from a pure-play cryptocurrency mining company into a cryptocurrency infrastructure company in the Solana ecosystem and to closely align Mr. Law with the Company's long-term strategic vision.

The following is a summary of the key terms associated with the Preference Shares:

1) The voting power of each Preference Share is equal to that of 400,000 Class A ordinary shares of the Company;

2) The Preference Shares cannot be converted into Class A ordinary shares, Class B ordinary shares, or American depositary shares representing Class A ordinary shares;

3) The Preference Shares are not entitled to receive dividends; and

4) With prior written approval of the Board，Good Luck may transfer any Preference Shares to any third party that is not an affiliate of Good Luck.

Immediately following the issuance of the Preference Shares, Mr. Man San Vincent Law's aggregate voting power will increase from approximately 31.8% to approximately 94.0% (based on the Company's total outstanding shares as of November 12, 2025).

About SOLAI Limited

SOLAI Limited (previously known as "BIT Mining Limited") (NYSE: SLAI) (previously traded under "BTCM"), is a technology-driven cryptocurrency infrastructure company expanding from its foundation in crypto mining to build a blockchain-based ecosystem spanning AI, stablecoins and payment infrastructure, and Solana treasury and staking operations — supporting use cases across institutional settlement, commerce, consumer payments, and AI-native agent transactions. By leveraging its blockchain and data infrastructure expertise, SOLAI aims to enhance on-chain efficiency and expand participation across Solana and other blockchain ecosystems.

For more information:

SOLAI Limited
ir@solai.com
ir.solai.com
www.solai.com

Contact

Piacente Financial Communications
solai@thepiacentegroup.com

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SOURCE SOLAI Limited

FAQ

What is the date and time of SOLAI's (SLAI) extraordinary general meeting?

The meeting is scheduled for December 29, 2025 at 10:00 a.m. New York time.

Who is eligible to vote at SOLAI's (SLAI) extraordinary general meeting?

Holders of record of ordinary shares and preference shares as of November 24, 2025 may vote; ADS holders must act through Deutsche Bank Trust Company Americas.

How many preference shares did SOLAI (SLAI) authorize and at what price?

The Board approved issuance of 65,000 Class A II preference shares at a subscription price of US$1.00 per share (total US$65,000).

Who received SOLAI's (SLAI) new preference shares and what is their relationship to the company?

The shares were issued to Good Luck Capital Limited, a company wholly owned by founder and executive director Man San Vincent Law.

How do the Preference Shares affect voting at SOLAI (SLAI)?

Each Preference Share has voting power equal to 400,000 Class A ordinary shares; after issuance Mr. Law's voting power rises to about 94.0%.

Do SOLAI's (SLAI) Preference Shares carry conversion or dividend rights?

No; the Preference Shares are non-convertible and are not entitled to dividends.