J-Star Announces General Meeting of Shareholders

Rhea-AI Summary

J-Star Holding (Nasdaq: YMAT) will hold its 2025 annual general meeting on December 9, 2025 at 10:30 p.m. Taiwan time in Taichung City.

Shareholders will vote on a Share Capital Reorganisation reclassifying 17,200,387 issued ordinary shares as Class A, creating 6,097,183 Class B shares (each with 10 votes), an Increase of Authorized Share Capital from US$17,500,000 to US$65,000,000, adoption of a Fifth Amended and Restated M&A, and a proposal to repurchase 6,097,183 Class A shares and issue them as Class B to New Moon Corporation and Mr. Jing-Bin Chiang.

The Board recommends shareholders vote FOR all items; record date is Nov 3, 2025 (ET).

Positive

• Reclassification of 17,200,387 issued shares to Class A
• Creation of 6,097,183 Class B shares with 10 votes each
• Authorized capital increased to US$65,000,000
• Board unanimously recommends vote FOR all proposals

Negative

• Potential voting concentration: 6,097,183 Class B ×10 = 60,971,830 votes
• Authorized Class B expansion by 93,902,817 shares increases dilution risk
• Repurchase and issuance of 6,097,183 shares reduces Class A free float

Insights

Corporate governance analyst

Share-class restructure and targeted repurchase/issuance change voting rights and enlarge authorized capital; material for shareholder control and governance.

The proposal restructures existing Ordinary Shares into Class A and creates Class B shares with ten votes each, increases authorized capital from US$17,500,000 to US$65,000,000, and contemplates repurchasing and reissuing specific blocks to New Moon Corporation and Mr. Jing-Bin Chiang. This mechanically changes the company’s capital table and concentrated voting capacity by designating 6,097,183 Class B shares and then creating up to 100,000,000 Class B slots, which directly affects shareholder voting geometry.

Key dependencies and risks include shareholder approval thresholds for ordinary and special resolutions and the consent/application conditions tied to the repurchase and reissuance. The Board unanimously recommends FOR all items, but final effects depend strictly on the votes at the December 9, 2025 meeting and the November 3, 2025 record date. Watch for whether the repurchase and issuance to New Moon and Mr. Chiang complete, since those moves convert specified Class A holdings into higher‑voting Class B shares immediately after the reorganisation.

TAICHUNG CITY, Taiwan, Nov. 17, 2025 (GLOBE NEWSWIRE) -- J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”), a leading provider of innovative carbon fiber and composite solutions across a wide range of applications including personal sports equipment, healthcare products, automobile parts, resin systems, and research and development services, today announced that it will hold the 2025 annual general meeting of shareholders (the “AGM”) on December 9, 2025 at 10:30 p.m. (Taiwan time) at the J-Star offices in Taichung City, Taiwan (7/F-1, No. 633, Sec. 2, Taiwan Blvd., Xitun District, Taichung City 407, Taiwan).

At the Meeting, the Company’s shareholders will consider and vote on the following items of business:

• As an ordinary resolution: the authorized share capital of the Company be amended by:
  1. re-designating and re-classifying 17,200,387 issued ordinary shares of US$0.50 par value each (the “Ordinary Shares”) as 17,200,387 Class A Ordinary Shares of US$0.50 par value each, with the rights of the existing Ordinary Shares remaining unchanged;
  2. re-designating and re-classifying 11,702,430 authorized but unissued Ordinary Shares of US$0.50 par value each as 11,702,430 Class A Ordinary Shares;
  3. cancelling 6,097,183 authorized but unissued Ordinary Shares and creating 6,097,183 Class B Ordinary Shares of US$0.50 par value each (each Class B Ordinary Share being entitled to ten (10) votes) (the “Share Capital Reorganisation”).
• As an ordinary resolution: immediately following the Share Capital Reorganisation, the authorized share capital of the Company be increased from US$17,500,000 (divided into 28,902,817 Class A Ordinary Shares of US$0.50 each and 6,097,183 Class B Ordinary Shares of US$0.50 each) to US$65,000,000 (divided into 30,000,000 Class A Ordinary Shares of US$0.50 each and 100,000,000 Class B Ordinary Shares of US$0.50 each) by creating an additional 1,097,183 Class A Ordinary Shares and 93,902,817 Class B Ordinary Shares (the “Increase of Authorized Share Capital”).
• As a special resolution: adoption of the Fifth Amended and Restated Memorandum and Articles of Association of the Company in substitution for the existing memorandum and articles of association, effective immediately after the Share Capital Reorganisation and Increase of Authorized Share Capital (the “Fifth Restated M&A Amendment Proposal”).
• As an ordinary resolution: subject to the foregoing approvals and receipt of requisite consent and application by the relevant share-holders, the Company will repurchase 4,888,092 Class A Ordinary Shares held by New Moon Corporation and 1,209,091 Class A Ordinary Shares held by Mr. Jing-Bin Chiang, and issue 4,888,092 Class B Ordinary Shares to New Moon and 1,209,091 Class B Ordinary Shares to Mr. Chiang (the “New Issuance Proposal”).
• As an ordinary resolution: to authorise the chairman of the meeting to adjourn the Meeting to a later date or dates for further proxy solicitation if there are not sufficient votes to approve items 1 – 4 (the “Adjournment Proposal”).
  
  

The Board of Directors unanimously recommends that shareholders vote FOR all the above items.

The Board has fixed the close of business on November 3, 2025 (Eastern Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and vote at the Meeting or any adjournment thereof. Shareholders of record as of the Record Date are cordially invited to attend the Meeting in person. If you cannot attend, you are urged to send an email to choco.chen@ymaunivers.com for more information by no later than 9:30 a.m. (Taiwan time) on December 7, 2025, to ensure representation at the Meeting.

Shareholders may obtain a copy of the Company's annual report on Form 20-F, free of charge, from the Company's website at https://ir.j-starholding.com/.

About J-Star Holding Co., Ltd.

J-Star (NASDAQ: YMAT) is a holding company with operations conducted through subsidiaries in Taiwan, Hong Kong, and Samoa with its headquarters in Taiwan. J-Star’s predecessor group was established in 1970, and has accumulated over 50 years of know-how in material composites industry. J-Star develops and commercializes the technology on carbon reinforcement and resin systems. With decades of experience and knowledge in composites and materials, J-Star is able to apply its expertise and technology to design and manufacture a great variety of lightweight, high-performance carbon composite products, ranging from key structural parts of electric bicycles and sports bicycles, rackets, automobile parts to healthcare products. Visit j-starholding.com and ymaunivers.com to learn more.

Contact:
Matt Chesler, CFA
FNK IR
646-809-2183
investor@j-starholding.com

FAQ

When is J-Star's (YMAT) 2025 annual general meeting?

The AGM is scheduled for December 9, 2025 at 10:30 p.m. Taiwan time in Taichung City.

What is the Share Capital Reorganisation proposed by J-Star (YMAT)?

It reclassifies 17,200,387 issued ordinary shares as Class A and creates 6,097,183 Class B shares with 10 votes each.

How much will J-Star (YMAT) increase its authorized share capital by?

Authorized capital increases from US$17,500,000 to US$65,000,000, creating additional Class A and Class B shares.

What is the New Issuance Proposal for J-Star (YMAT)?

The company proposes to repurchase 4,888,092 Class A shares from New Moon and 1,209,091 from Mr. Jing-Bin Chiang, then issue equivalent Class B shares.

Who does the J-Star board recommend shareholders vote for on the proposals?

The Board of Directors unanimously recommends shareholders vote FOR all listed items at the AGM.

What is the record date to be eligible to vote at J-Star's (YMAT) AGM?

The record date is November 3, 2025 (Eastern Time).