Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Exhibit 99.1
JIADE LIMITED
(incorporated in the Cayman Islands with limited
liability)
(NASDAQ: JDZG)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an extraordinary
general meeting of shareholders (the “Meeting”) of JIADE LIMITED (the “Company”) will
be held on March 11, 2026 at 9:30 a.m., Eastern Time, at 18/F, Block D, Huirong Plaza, No. 88, Section 3, Jinhua Road,
Jinjiang District, Chengdu City, Sichuan Province, the People’s Republic of China, for the purpose of considering and voting upon
the following proposals:
To approve, by
ordinary resolution, that every 25 issued and unissued Class A ordinary share of a par value of US$0.0001 each in the Company’s
share capital, every 25 issued and unissued Class B ordinary share of a par value of US$0.0001 each in the Company’s share
capital, and every 25 issued and unissued preference share of a par value of US$0.0001 each in the Company’s share capital, be consolidated
into one Class A ordinary share of a par value of US$0.0025 each, one Class B ordinary share of a par value of US$0.0025 each
and one preference share of a par value of US$0.0025 each, respectively (each a “Consolidated Share”) and each
such Consolidated Share shall rank pari passu in all respects with each other and have the rights and privileges and be subject
to the restrictions as contained in the amended and restated memorandum and articles of association of the Company (the “Share
Consolidation”), so that immediately following the Share Consolidation, the authorized share capital of the Company shall
be changed:
FROM US$50,000 divided into 500,000,000
ordinary shares of a par value of US$0.0001 each, consisting of (a) 395,000,000 Class A ordinary shares of a par value of US$0.0001
each, (b) 75,000,000 Class B ordinary shares of a par value of US$0.0001 each, and (c) 30,000,000 preference shares of
a par value of US$0.0001 each;
TO US$50,000 divided into 20,000,000
ordinary shares of a par value of US$0.0025 each, consisting of (a) 15,800,000 Class A ordinary shares of a par value of US$0.0025
each, (b) 3,000,000 Class B ordinary shares of a par value of US$0.0025 each, and (c) 1,200,000 preference shares of a
par value of US$0.0025 each.
The board of directors of the Company (the “Board
of Directors”) has fixed the close of business on February 23, 2026 as the record date (the “Record Date”)
for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of
ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials
from the Company’s website at ir.sckbkj.com or by submitting a request to cassandra@sckbkj.com. The notice of the Meeting, this
proxy statement, and the proxy card will be sent or made available to shareholders on or about March 5, 2026.
By Order of the Board of Directors,
| /s/ Yuan Li |
|
| Yuan Li |
|
| Chairman of the Board of Directors |
|
Chengdu, the People’s Republic of China
March 5, 2026
JIADE LIMITED
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
March 11, 2026
9:30 a.m., Eastern Time
PROXY STATEMENT
The board of directors (the “Board
of Directors”) of JIADE LIMITED (the “Company”) is soliciting proxies for the extraordinary general
meeting of shareholders (the “Meeting”) of the Company to be held on March 11, 2026, at 9:30 a.m., Eastern
Time, or any adjournment thereof. The Meeting will be held in a hybrid format. In-person participants will be able to attend the Meeting
at 18/F, Block D, Huirong Plaza, No. 88, Section 3, Jinhua Road, Jinjiang District, Chengdu City, Sichuan Province, the People’s
Republic of China. Remote participants will be able to attend the Meeting at www.virtualshareholdermeeting.com/JDZG2026.
Only holders of the ordinary shares of the Company
of record at the close of business on February 23, 2026 (the “Record Date”) are entitled to attend and
vote at the Meeting or at any adjournment thereof. One or more shareholders holding shares of the Company which carry in aggregate (or
representing by proxy) not less than one-third of all votes attaching to all shares of the Company in issue and entitled to vote at such
the Meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall
be a quorum for all purposes.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of
the Company.
PROPOSAL TO BE VOTED ON
At the Meeting, resolutions will be proposed as
follows:
RESOLVED, BY ORDINARY RESOLUTION, that
every 25 issued and unissued Class A ordinary share of a par value of US$0.0001 each in the Company’s share capital, every
25 issued and unissued Class B Ordinary Share of a par value of US$0.0001 each in the Company’s share capital, and every 25
issued and unissued preference share of a par value of US$0.0001 each in the Company’s share capital, be consolidated into one Class A
ordinary share of a par value of US$0.0025 each, one Class B ordinary share of a par value of US$0.0025 each, and one preference
share of a par value of US$0.0025 each, respectively (each a “Consolidated Share”), and each such Consolidated
Share shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions
as contained in the amended and restated memorandum and articles of association of the Company (the “Share Consolidation”),
so that immediately following the Share Consolidation, the authorized share capital of the Company shall be changed:
FROM US$50,000 divided into 500,000,000
ordinary shares of a par value of US$0.0001 each, consisting of (a) 395,000,000 Class A ordinary shares of a par value of US$0.0001
each), (b) 75,000,000 Class B ordinary shares of a par value of US$0.0001 each, and (c) 30,000,000 preference shares of
a par value of US$0.0001 each;
TO US$50,000 divided into 20,000,000
ordinary shares of a par value of US$0.0025 each, consisting of (a) 15,800,000 Class A ordinary shares of a par value of US$0.0025
each, (b) 3,000,000 Class B ordinary shares of a par value of US$0.0025 each, and (c) 1,200,000 preference shares of a
par value of US$0.0025 each.
The Board of Directors recommends a vote “FOR”
the foregoing Proposal.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may
do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date,
and return the attached proxy card in accordance with the instructions set out therein.
A proxy need not be a shareholder of the Company.
A proxy card is enclosed with this proxy statement. It contains important instructions about completing and giving it to the Company.
You must ensure that your completed and signed
proxy card, and any power of attorney or other authority (if any) under which it is signed, is deposited in accordance with the instructions
set out therein. Proxy cards received after the time set out therein may be disregarded.
In the case of joint holders, the vote of the
senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative
or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined
by the order in which names stand in the Company’s register of members.
If you are a body corporate, you may (instead
of appointing a proxy) appoint an individual (a representative) to act as your representative at the Meeting. Your representative must
be appointed by a resolution of your directors or other governing body. Your representative may exercise on your behalf all of the powers
that you could exercise if you were an individual shareholder of the Company.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to the Marketplace Rules of Nasdaq
Stock Market, which permit companies to make available their annual reports to shareholders on or through the Company’s website,
the Company posts its annual reports on the Company’s website. The annual report for the fiscal year ended December 31, 2024
on Form 20-F (the “2024 Annual Report”) has been filed with the U.S. Securities and Exchange
Commission (the “SEC”). The Company adopted this practice to avoid the considerable expense associated with
mailing physical copies of such report to record holders. You may obtain a copy of the Company’s 2024 Annual Report to shareholders
by visiting the Company’s website at https://ir.sckbkj.com. If you want to receive a paper or email copy of the Company’s
2024 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for
a copy to the Investor Relations of the Company, available at https://ir.sckbkj.com.
THE SHARE CONSOLIDATION PROPOSAL
General
The Board of Directors believes that it is in
the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation
of the Company’s authorized issued and unissued shares, at a ratio of 25-for-1, to take effect upon shareholder approval.
The Share Consolidation must be passed by an ordinary
resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representative, at the
Meeting. If the Company’s shareholders approve this proposal, the Board of Directors will have authority to implement the Share
Consolidation at any time after the approval of the Share Consolidation.
The Share Consolidation will be implemented simultaneously
for all authorized, issued, and outstanding shares. The Share Consolidation will affect all shareholders uniformly and will have no effect
on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional
shares (see below under the subheading “Fractional Shares”).
Purpose of the Share Consolidation
The Company’s Class A ordinary shares
are currently listed on Nasdaq under the symbol “JDZG.” Among other requirements, the listing maintenance standards established
by Nasdaq require the Class A ordinary shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq
Marketplace Rule 5550(a)(2) (the “Minimum Bid Requirement”), if the closing bid price of the Class A ordinary
shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company.
In addition, Nasdaq now imposes stricter conditions
on companies that use a share consolidation to regain compliance with the $1.00 Minimum Bid Requirement. Under the Rule 5810(c)(3)(A)(iv),
if the Company’s Class A ordinary shares fail to meet the Minimum Bid Requirement at any time following a reverse stock split
effected within the prior twelve months, the Company will not be eligible for the standard cure period and Nasdaq’s Listing
Qualifications Department will issue a Staff Delisting Determination with respect to its security.
On December 20, 2024, the Company received
a letter from Nasdaq (the “Notice”), notifying the Company that based upon the closing bid price of its securities for the
last 30 consecutive business days preceding the Notice, the Company was not in compliance with the Minimum Bid Requirement. On May 23,
2025, at the Company’s annual general meeting, the Company approved a share consolidation to cure the deficiency. Accordingly, on
July 18, 2025, the Company received a letter from Nasdaq, notifying that the Company had maintained compliance with the listing rule and
is allowed to maintain its listing on Nasdaq.
Because the Company effected a share consolidation
on May 23, 2025, pursuant to the Rule 5810(c)(3)(A)(iv), if a second non-compliance with the Minimum Bid Requirement occurs
prior to May 23, 2026, the Company will be issued a delisting notice and will not be eligible for the standard cure period. To ensure
the Company’s compliance with the Minimum Bid Requirement, the Board of Directors determined that it was in the best interest of
the Company and its shareholders to solicit the approval of the Shareholders for the Share Consolidation.
In the event the Class A ordinary shares
were to be no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board
or in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as,
Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Class A ordinary shares would
likely have a negative impact on the liquidity and market price of the Class A ordinary shares and may increase the spread between
the “bid” and “ask” prices quoted by market makers.
The Board of Directors has considered the potential
harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading
price of the Class A ordinary shares and (ii) the liquidity and marketability of the Class A ordinary shares. This could
reduce the ability of holders of the Class A ordinary shares to purchase or sell Class A ordinary shares as quickly and as inexpensively
as they have done historically.
Delisting could also adversely affect the Company’s
relationships with customers, who may perceive the Company’s business less favorably, which would have a detrimental effect on the
Company’s relationships with these entities.
Furthermore, if the Class A ordinary shares
were to be no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility
in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in
the Class A ordinary shares, which may cause the market price of the Class A ordinary shares to decline.
Registration
and Trading of the Company’s Class A Ordinary Shares
The Share Consolidation will not affect the registration
of the Company’s Class A ordinary shares or the Company’s obligation to publicly file financial and other information
with the U.S. Securities and Exchange Commission. When the Share Consolidation is implemented, the Company’s Class A ordinary
shares will begin trading on a post-consolidation basis on the effective date that the Company announces such implementation by press
release. In connection with the Share Consolidation, the CUSIP number of the Company’s Class A ordinary shares (which is an
identifier used by participants in the securities industry to identify the Company’s Class A ordinary shares) will change.
Fractional Shares
No fractional shares will be issued in connection
with the Share Consolidation. Instead, record holders who otherwise would be entitled to receive fractional shares because they hold a
number of shares not evenly divisible by the Share Consolidation ratio will automatically be entitled to receive an additional fraction
of one share of the relevant class to round up to the next whole share. For those beneficial holders who hold shares through a brokerage
firm, the Company intends to round up fractional shares at the participant level. Cash will not be paid for fractional shares.
Authorized Shares
At the time the Share Consolidation is effective,
the Company’s authorized shares will be consolidated at the same ratio meaning there will be a reduction in the number of the authorized
shares in the Company by a factor of 25 (as set out above under the subheading “General”).
Street Name Holders of Class A Ordinary
Shares
The Company intends for the Share Consolidation
to treat shareholders holding Class A ordinary shares in street name through a nominee (such as a bank or broker) in the same manner
as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial
holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A ordinary shares in street name
should contact their nominees.
Share Certificates
Mandatory surrender of certificates is not required
by the Company’s shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Share
Consolidation as of the effective date. New certificates will not be mailed to shareholders.
RESOLUTION TO BE VOTED UPON
The full text of the resolution to be proposed
is as follows:
RESOLVED, BY ORDINARY RESOLUTION,
that every 25 issued and unissued Class A Ordinary Share of a par value of US$0.0001 each in the Company's share capital, every 25
issued and unissued Class B Ordinary Share of a par value of US$0.0001 each in the Company's share capital, and every 25 issued and
unissued preference share of a par value of US$0.0001 each in the Company’s share capital, be consolidated into one Class A
ordinary share of a par value of US$0.0025 each, one Class B ordinary share of a par value of US$0.0025 each, and one preference
share of a par value of US$0.0025 each, respectively (each a “Consolidated Share”), and each such Consolidated Share shall
rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in
the amended and restated memorandum and articles of association of the Company (the “Share Consolidation”), so that immediately
following the Share Consolidation, the authorized share capital of the Company shall be changed:
FROM US$50,000 divided
into 500,000,000 ordinary shares of a par value of US$0.0001 each, consisting of (a) 395,000,000 Class A ordinary shares of
a par value of US$0.0001 each), (b) 75,000,000 Class B ordinary shares of a par value of US$0.0001 each, and (c) 30,000,000
preference shares of a par value of US$0.0001 each;
TO US$50,000 divided
into 20,000,000 ordinary shares of a par value of US$0.0025 each, consisting of (a) 15,800,000 Class A ordinary shares of a
par value of US$0.0025 each, (b) 3,000,000 Class B ordinary shares of a par value of US$0.0025 each, and (c) 1,200,000
preference shares of a par value of US$0.0025 each.
VOTE REQUIRED FOR APPROVAL
The approval of the forgoing Proposal requires
an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast at the Meeting
by shareholders who, being present and entitled to vote in person at the Meeting, vote in person or, where proxies are allowed, by proxy
or, in the case of corporations, by their duly authorized representatives.
Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as a vote cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE SHARE CONSOLIDATION.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| |
By order of the Board of Directors |
| |
|
| March 5, 2026 |
/s/ Yuan Li |
| |
Yuan Li |
| |
Chairman of the Board of Directors |
