Ucommune proposes conditional reverse split up to 10:1
If shareholders approve and the price trigger occurs, the proposal would authorize 1,000,000,000 shares, while the additional shares remain unissued.
Sentiment and the balance of points
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Ucommune International Ltd (UK) is seeking shareholder approval for a conditional share consolidation and a related increase in authorized share capital. The proposed consolidation would occur only if the Class A Ordinary Share closing bid price is below US$1.00 on each of three consecutive Trading Days and the resolution passes. The company would select from ratios of 10:1, 8:1, 6:1, 4:1, 3:1 or 2:1, choosing the highest ratio expected to leave at least 500,000 Publicly Held Shares after consolidation. If even a 2:1 ratio would fall below that threshold, further approval from the Board and shareholders would be required.
The proposal would increase authorized shares to 1,000,000,000, including 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. The additional shares would remain unissued; the capital increase itself would not allot or issue shares. The current authorized share capital is US$72,000,000 divided into 300,000,000 shares. Shareholders will consider the resolution at the extraordinary general meeting on November 9, 2026, with October 8, 2026, set as the record date.
Filing Explained
If approved and triggered, any fractional holding resulting from the proposed consolidation would be rounded up to the next whole share, so no fractional shares would remain.
Key Figures
Key Terms
Price Trigger market
Selected Ratio financial
Publicly Held Shares regulatory
Share Consolidation financial
Capital Increase financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What reverse-split ratios is Ucommune (UK) asking shareholders to approve?
What triggers Ucommune's proposed share consolidation?
Would Ucommune's proposed capital increase issue new shares immediately?
When is the Ucommune (UK) extraordinary general meeting?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
_________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2026
Commission file number: 001-39738
_________________
Ucommune International Ltd
_________________
No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor
Chaoyang District, Beijing 100028
People’s Republic of China
(Address of principal executive offices)
_________________
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Press Release |
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99.2 |
Notice of Extraordinary General Meeting of Shareholders |
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99.3 |
Form of Proxy for Shareholders |
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SIGNATURE
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.
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Ucommune International Ltd |
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/s/ Daqing Mao |
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Daqing Mao |
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Chairman of the Board |
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Date: October 8, 2026 |
2
Exhibit 99.1
Ucommune Announces Extraordinary General Meeting
BEIJING, October 8, 2026 (PRNewswire) — Ucommune International Ltd (Nasdaq: UK) (“we”, “Ucommune” or “the Company”) today announced that it will hold the extraordinary general meeting of shareholders (the “Meeting”) at 10 am on November 9, 2026, Beijing time (9 pm on November 8, 2026, U.S. Eastern time) at No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor, Chaoyang District, Beijing 100028, People’s Republic of China. The Board of Directors of the Company has established the close of business on October 8, 2026, Eastern time (the “Record Date”), as the record date for determining shareholders entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.
The purpose of the Meeting is to:
(1) approve the following reverse share splits: if the official closing bid price per Class A Ordinary Share as reported by The Nasdaq Capital Market is below US$1.00 on each of three consecutive Trading Days (the “Price Trigger”), the Company shall determine the applicable consolidation ratio by selecting the highest ratio in the following descending order that is expected to leave the Company with at least 500,000 Publicly Held Shares immediately after the Share Consolidation: ten-for-one (10:1), eight-for-one (8:1), six-for-one (6:1), four-for-one (4:1), three-for-one (3:1), and two-for-one (2:1) (the applicable ratio, the “Selected Ratio”). “Publicly Held Shares” shall be determined in accordance with the applicable Nasdaq rules. If a 10:1 consolidation is expected to result in fewer than 500,000 Publicly Held Shares, the Selected Ratio shall move successively to 8:1, 6:1, 4:1, 3:1 and then 2:1 until the requirement is satisfied. If a 2:1 consolidation is also expected to result in fewer than 500,000 Publicly Held Shares, no consolidation shall be implemented pursuant to this resolution without further approval of the Board and the shareholders. At the Selected Ratio, every applicable number of issued or unissued shares of each class shall be consolidated into one share of the same class, the par value of each share shall be increased proportionately (the “Post-Consolidation Par Value”), and any fractional holding resulting from the consolidation shall be rounded up to the nearest whole share so that no fractional share shall arise (the “Share Consolidation”); and
(2) increase the share capital of the Company: immediately following the Share Consolidation, the authorised share capital of the Company shall be increased by the creation of additional unissued Class A Ordinary Shares, Class B Ordinary Shares and Series A Preferred Shares, each of the applicable Post-Consolidation Par Value, so that the authorised share capital of the Company shall become the applicable amount set forth in Schedule 1 of the notice of the Meeting, for the applicable Share Consolidation ratio, divided into 1,000,000,000 shares, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares (the “Capital Increase”). The Capital Increase relates solely to authorised share capital of the Company and does not itself constitute an allotment or issuance of any shares by the Company.
ABOUT UCOMMUNE INTERNATIONAL LTD
Ucommune is China’s leading agile office space manager and provider. Founded in 2015, Ucommune has created a large-scale intelligent agile office ecosystem covering economically vibrant regions throughout China to empower its members with flexible and cost-efficient office space solutions. Ucommune’s various offline agile office space services include self-operated models, such as U Space, U Studio, and U Design, as well as asset-light models, such as U Brand and U Partner. By utilizing its expertise in the real estate and retail industries, Ucommune operates its agile office spaces with high efficiency and engages in the urban transformation of older and under-utilized buildings to redefine commercial real estate in China. For more information, please visit Intelligent Group’s website: intelligentjoygroup.com
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. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,”
1
“continue,” “ongoing,” “targets,” “guidance” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies; its future business development, results of operations and financial condition; its ability to understand members’ needs and provide products and services to attract and retain members; its ability to maintain and enhance the recognition and reputation of its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with members and business partners; trends and competition in China’s office space market; changes in its revenues and certain cost or expense items; the expected growth of China’s office space market; PRC governmental policies and regulations relating to the Company’s business and industry, and general economic and business conditions in China and globally and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
INVESTOR AND MEDIA CONTACTS
Ucommune International Ltd
ir@ucommune.com
SOURCE Ucommune International Ltd
2
Exhibit 99.2
Ucommune International Ltd
(Incorporated in the Cayman Islands with limited liability) (Nasdaq: UK)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held on November 9, 2026, Beijing Time
(or any adjournment(s) or postponement(s) thereof)
Notice is hereby given that the extraordinary general meeting of shareholders (the “EGM”) of Ucommune International Ltd (the “Company”) will be held at 10:00 a.m. on November 9, 2026, Beijing time (9:00 p.m. on November 8, 2026, U.S. Eastern time), at No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor, Chaoyang District, Beijing 100028, People’s Republic of China, for the purpose of considering and, if thought fit, passing and approving the following resolution:
Proposal: Share Consolidation and Increase of Authorised Share Capital
Resolved as an ordinary resolution, that the following steps in respect of the share consolidation and the related increase of the authorised share capital of the Company be and are hereby approved:
(1) The current authorised share capital of the Company is US$72,000,000 divided into 300,000,000 shares, each with a par value of US$0.24, comprising (i) 299,400,000 Class A ordinary shares (the “Class A Ordinary Shares”), (ii) 300,000 Class B ordinary shares (the “Class B Ordinary Shares”), and (iii) 300,000 Series A preferred shares (the “Series A Preferred Shares”).
(2) If the official closing bid price per Class A Ordinary Share as reported by The Nasdaq Capital Market is below US$1.00 on each of three consecutive Trading Days (the “Price Trigger”), the Company shall determine the applicable consolidation ratio by selecting the highest ratio in the following descending order that is expected to leave the Company with at least 500,000 Publicly Held Shares immediately after the Share Consolidation: ten-for-one (10:1), eight-for-one (8:1), six-for-one (6:1), four-for-one (4:1), three-for-one (3:1), and two-for-one (2:1) (the applicable ratio, the “Selected Ratio”). “Publicly Held Shares” shall be determined in accordance with the applicable Nasdaq rules.
(3) If a 10:1 consolidation is expected to result in fewer than 500,000 Publicly Held Shares, the Selected Ratio shall move successively to 8:1, 6:1, 4:1, 3:1 and then 2:1 until the requirement is satisfied. If a 2:1 consolidation is also expected to result in fewer than 500,000 Publicly Held Shares, no consolidation shall be implemented pursuant to this resolution without further approval of the Board and the shareholders.
(4) At the Selected Ratio, every applicable number of issued or unissued shares of each class shall be consolidated into one share of the same class, the par value of each share shall be increased proportionately (the “Post-Consolidation Par Value”), and any fractional holding resulting from the consolidation shall be rounded up to the nearest whole share so that no fractional share shall arise (the “Share Consolidation”).
For the avoidance of doubt, the Share Consolidation and the Capital Increase shall be implemented, step by step, as follows depending on the Selected Ratio:
(5)(a) If the Selected Ratio is 10:1:
(i) ten issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 30,000,000 shares, each with a par value of US$2.40, comprising 29,940,000 Class A Ordinary Shares, 30,000 Class B Ordinary Shares and 30,000 Series A Preferred Shares.
(ii) Immediately thereafter, 969,460,000 additional authorized but unissued Class A Ordinary Shares, 270,000 additional authorized but unissued Class B Ordinary Shares and 270,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$2.40, shall be created, so that the authorised share capital shall be increased to US$2,400,000,000 divided into 1,000,000,000 shares, each with a par value of US$2.40, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.
1
(5)(b) If the Selected Ratio is 8:1:
(i) eight issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 37,500,000 shares, each with a par value of US$1.92, comprising 37,425,000 Class A Ordinary Shares, 37,500 Class B Ordinary Shares and 37,500 Series A Preferred Shares.
(ii) Immediately thereafter, 961,975,000 additional authorized but unissued Class A Ordinary Shares, 262,500 additional authorized but unissued Class B Ordinary Shares and 262,500 additional authorized but unissued Series A Preferred Shares, each with a par value of US$1.92, shall be created, so that the authorised share capital shall be increased to US$1,920,000,000 divided into 1,000,000,000 shares, each with a par value of US$1.92, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.
(5)(c) If the Selected Ratio is 6:1:
(i) six issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 50,000,000 shares, each with a par value of US$1.44, comprising 49,900,000 Class A Ordinary Shares, 50,000 Class B Ordinary Shares and 50,000 Series A Preferred Shares.
(ii) Immediately thereafter, 949,500,000 additional authorized but unissued Class A Ordinary Shares, 250,000 additional authorized but unissued Class B Ordinary Shares and 250,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$1.44, shall be created, so that the authorised share capital shall be increased to US$1,440,000,000 divided into 1,000,000,000 shares, each with a par value of US$1.44, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.
(5)(d) If the Selected Ratio is 4:1:
(i) four issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 75,000,000 shares, each with a par value of US$0.96, comprising 74,850,000 Class A Ordinary Shares, 75,000 Class B Ordinary Shares and 75,000 Series A Preferred Shares.
(ii) Immediately thereafter, 924,550,000 additional authorized but unissued Class A Ordinary Shares, 225,000 additional authorized but unissued Class B Ordinary Shares and 225,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.96, shall be created, so that the authorised share capital shall be increased to US$960,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.96, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.
(5)(e) If the Selected Ratio is 3:1:
(i) three issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 100,000,000 shares, each with a par value of US$0.72, comprising 99,800,000 Class A Ordinary Shares, 100,000 Class B Ordinary Shares and 100,000 Series A Preferred Shares.
(ii) Immediately thereafter, 899,600,000 additional authorized but unissued Class A Ordinary Shares, 200,000 additional authorized but unissued Class B Ordinary Shares and 200,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.72, shall be created, so that the authorised share capital shall be increased to US$720,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.72, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.
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(5)(f) If the Selected Ratio is 2:1:
(i) two issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 150,000,000 shares, each with a par value of US$0.48, comprising 149,700,000 Class A Ordinary Shares, 150,000 Class B Ordinary Shares and 150,000 Series A Preferred Shares.
(ii) Immediately thereafter, 849,700,000 additional authorized but unissued Class A Ordinary Shares, 150,000 additional authorized but unissued Class B Ordinary Shares and 150,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.48, shall be created, so that the authorised share capital shall be increased to US$480,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.48, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.
(6) The increase in authorised share capital described in paragraph (5) above (the “Capital Increase”) relates solely to authorised share capital of the Company and does not itself constitute an allotment or issuance of any shares by the Company. All additional shares created pursuant to the Capital Increase shall be unissued.
(7) Subject to the passing of this ordinary resolution and upon the occurrence of the Price Trigger, any Director of the Company be and is hereby authorised to confirm the Selected Ratio strictly in accordance with the mechanism set out above, confirm the effective date and time, and implement the Share Consolidation and the Capital Increase on the basis set out above and in Schedule 1 to this Notice.
(8) Any Director be and is hereby authorised to take all actions necessary or desirable to implement the Share Consolidation and the Capital Increase, including making any required filings; instructing the registered office provider to make all necessary filings with the Registrar of Companies in the Cayman Islands; instructing the share registrar and/or transfer agent to update the register of members; obtaining a new CUSIP; updating the corporate records; cancelling existing share certificates and issuing replacement certificates; and issuing such fractional number of shares as may be required solely to round fractional holdings up to the nearest whole share.
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SCHEDULE 1
SHARE CAPITAL CONSEQUENCES
A. Immediately following the Share Consolidation (before the Capital Increase)
|
Selected |
Authorised |
Total |
Par |
Class A |
Class B |
Series A |
|
10:1 |
US$72,000,000 |
30,000,000 |
US$2.40 |
29,940,000 |
30,000 |
30,000 |
|
8:1 |
US$72,000,000 |
37,500,000 |
US$1.92 |
37,425,000 |
37,500 |
37,500 |
|
6:1 |
US$72,000,000 |
50,000,000 |
US$1.44 |
49,900,000 |
50,000 |
50,000 |
|
4:1 |
US$72,000,000 |
75,000,000 |
US$0.96 |
74,850,000 |
75,000 |
75,000 |
|
3:1 |
US$72,000,000 |
100,000,000 |
US$0.72 |
99,800,000 |
100,000 |
100,000 |
|
2:1 |
US$72,000,000 |
150,000,000 |
US$0.48 |
149,700,000 |
150,000 |
150,000 |
B. Immediately following the Capital Increase
|
Selected |
New |
New |
New |
Authorised |
Total |
Class A |
Class B |
Series A Preferred |
|
10:1 |
969,460,000 |
270,000 |
270,000 |
US$2,400,000,000 |
1,000,000,000 |
999,400,000 |
300,000 |
300,000 |
|
8:1 |
961,975,000 |
262,500 |
262,500 |
US$1,920,000,000 |
1,000,000,000 |
999,400,000 |
300,000 |
300,000 |
|
6:1 |
949,500,000 |
250,000 |
250,000 |
US$1,440,000,000 |
1,000,000,000 |
999,400,000 |
300,000 |
300,000 |
|
4:1 |
924,550,000 |
225,000 |
225,000 |
US$960,000,000 |
1,000,000,000 |
999,400,000 |
300,000 |
300,000 |
|
3:1 |
899,600,000 |
200,000 |
200,000 |
US$720,000,000 |
1,000,000,000 |
999,400,000 |
300,000 |
300,000 |
|
2:1 |
849,700,000 |
150,000 |
150,000 |
US$480,000,000 |
1,000,000,000 |
999,400,000 |
300,000 |
300,000 |
Note: The Capital Increase increases the authorised number of shares to 1,000,000,000, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. All additional shares created in the Capital Increase are unissued.
The close of business on October 8, 2026 is fixed as the record date for determining shareholders entitled to notice of, and to vote at, the EGM and any adjournments or postponements thereof.
By order of the Board
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/s/ Daqing Mao |
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Chairman |
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Dated: October 8, 2026 |
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104, Cayman Islands
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NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR SEND IN A SPECIFIC PROXY.
1. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead.
2. Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or executes a specific proxy.
3. A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Equiniti Trust Company, LLC, C/O DFX Logistics 1 United Lane, Teterboro, NJ, 07608, Attention: Proxy Operation, or send copies of the foregoing by email to Proxy@astfinancial.com marked for the attention of Proxy Operation, as soon as possible and in any event not later than the close of business on November 5, 2026, Eastern time, for the holding of the EGM or adjourned EGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish.
4. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.
5. A shareholder holding more than one share as of the Record Date (as defined below) entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
6. Two or more holders of shares which carry not less than one-half of all votes attaching to shares in issue and entitled to vote at the EGM, present in person or by proxy or, if a corporate or other non-natural person, by its duly authorised representative, shall constitute a quorum.
7. In accordance with Article 78 of the Articles of Association of the Company, the chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company. The current chairman of the Company is MAO Daqing, thus he shall preside as the chairman of the EGM.
8. In accordance with Article 14 of the Articles of Association of the Company, the Board of Directors has established the close of business on October 8, 2026, Eastern time (the “Record Date”), as the record date for determining shareholders entitled to notice of, and to vote at, the EGM and any adjournments or postponements thereof.
5
Exhibit 99.3
Ucommune International Ltd
(the “Company”)
FORM OF PROXY FOR SHAREHOLDERS
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I/We |
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Please Print Name(s) |
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of |
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Please Print Address(es) |
Being (a) shareholder(s) of the Company holding ____________ ordinary shares respectively hereby appoint
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of |
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or failing him/her |
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of |
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or failing him/her the duly appointed chairman of the EGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the extraordinary general meeting of the shareholders of the Company (the “EGM”) to be held at 10 am on November 9, 2026 Beijing time (9:00 p.m. on November 8, 2026, U.S. Eastern time ) at No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor, Chaoyang District, Beijing 100028, People’s Republic of China, and at any adjournment of the EGM. My proxy is instructed to vote on a poll on the resolutions in respect of the matters specified in the Notice of the EGM as indicated below:
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Proposals |
Please tick “√” or insert the number of shares to be voted for or against or to abstain in the appropriate column below |
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FOR |
AGAINST |
ABSTAIN |
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1. |
Resolved as an ordinary resolution, that the following steps in respect of the share consolidation and the related increase of the authorised share capital of the Company be and are hereby approved: (1) The current authorised share capital of the Company is US$72,000,000 divided into 300,000,000 shares, each with a par value of US$0.24, comprising (i) 299,400,000 Class A ordinary shares (the “Class A Ordinary Shares”), (ii) 300,000 Class B ordinary shares (the “Class B Ordinary Shares”), and (iii) 300,000 Series A preferred shares (the “Series A Preferred Shares”). (2) If the official closing bid price per Class A Ordinary Share as reported by The Nasdaq Capital Market is below US$1.00 on each of three consecutive Trading Days (the “Price Trigger”), the Company shall determine the applicable consolidation ratio by selecting the highest ratio in the following descending order that is expected to leave the Company with at least 500,000 Publicly Held Shares immediately after the Share Consolidation: ten-for-one (10:1), eight-for-one (8:1), six-for-one (6:1), four-for-one (4:1), three-for-one (3:1), and two-for-one (2:1) (the applicable ratio, the “Selected Ratio”). “Publicly Held Shares” shall be determined in accordance with the applicable Nasdaq rules. (3) If a 10:1 consolidation is expected to result in fewer than 500,000 Publicly Held Shares, the Selected Ratio shall move successively to 8:1, 6:1, 4:1, 3:1 and then 2:1 until the requirement is satisfied. If a 2:1 consolidation is also expected to result in fewer than 500,000 Publicly Held Shares, no consolidation shall be implemented pursuant to this resolution without further approval of the Board and the shareholders. (4) At the Selected Ratio, every applicable number of issued or unissued shares of each class shall be consolidated into one share of the same class, the par value of each share shall be increased proportionately (the “Post-Consolidation Par Value”), and any fractional holding resulting from the consolidation shall be rounded up to the nearest whole share so that no fractional share shall arise (the “Share Consolidation”). |
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Proposals |
Please tick “√” or insert the number of shares to be voted for or against or to abstain in the appropriate column below |
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FOR |
AGAINST |
ABSTAIN |
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For the avoidance of doubt, the Share Consolidation and the Capital Increase shall be implemented, step by step, as follows depending on the Selected Ratio: (5)(a) If the Selected Ratio is 10:1: (i) ten issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 30,000,000 shares, each with a par value of US$2.40, comprising 29,940,000 Class A Ordinary Shares, 30,000 Class B Ordinary Shares and 30,000 Series A Preferred Shares. (ii) Immediately thereafter, 969,460,000 additional authorized but unissued Class A Ordinary Shares, 270,000 additional authorized but unissued Class B Ordinary Shares and 270,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$2.40, shall be created, so that the authorised share capital shall be increased to US$2,400,000,000 divided into 1,000,000,000 shares, each with a par value of US$2.40, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. (5)(b) If the Selected Ratio is 8:1: (i) eight issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 37,500,000 shares, each with a par value of US$1.92, comprising 37,425,000 Class A Ordinary Shares, 37,500 Class B Ordinary Shares and 37,500 Series A Preferred Shares. (ii) Immediately thereafter, 961,975,000 additional authorized but unissued Class A Ordinary Shares, 262,500 additional authorized but unissued Class B Ordinary Shares and 262,500 additional authorized but unissued Series A Preferred Shares, each with a par value of US$1.92, shall be created, so that the authorised share capital shall be increased to US$1,920,000,000 divided into 1,000,000,000 shares, each with a par value of US$1.92, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. (5)(c) If the Selected Ratio is 6:1: (i) six issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 50,000,000 shares, each with a par value of US$1.44, comprising 49,900,000 Class A Ordinary Shares, 50,000 Class B Ordinary Shares and 50,000 Series A Preferred Shares. (ii) Immediately thereafter, 949,500,000 additional authorized but unissued Class A Ordinary Shares, 250,000 additional authorized but unissued Class B Ordinary Shares and 250,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$1.44, shall be created, so that the authorised share capital shall be increased to US$1,440,000,000 divided into 1,000,000,000 shares, each with a par value of US$1.44, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. (5)(d) If the Selected Ratio is 4:1: (i) four issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 75,000,000 shares, each with a par value of US$0.96, comprising 74,850,000 Class A Ordinary Shares, 75,000 Class B Ordinary Shares and 75,000 Series A Preferred Shares. |
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Proposals |
Please tick “√” or insert the number of shares to be voted for or against or to abstain in the appropriate column below |
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(ii) Immediately thereafter, 924,550,000 additional authorized but unissued Class A Ordinary Shares, 225,000 additional authorized but unissued Class B Ordinary Shares and 225,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.96, shall be created, so that the authorised share capital shall be increased to US$960,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.96, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. (5)(e) If the Selected Ratio is 3:1: (i) three issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 100,000,000 shares, each with a par value of US$0.72, comprising 99,800,000 Class A Ordinary Shares, 100,000 Class B Ordinary Shares and 100,000 Series A Preferred Shares. (ii) Immediately thereafter, 899,600,000 additional authorized but unissued Class A Ordinary Shares, 200,000 additional authorized but unissued Class B Ordinary Shares and 200,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.72, shall be created, so that the authorised share capital shall be increased to US$720,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.72, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. (5)(f) If the Selected Ratio is 2:1: (i) two issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 150,000,000 shares, each with a par value of US$0.48, comprising 149,700,000 Class A Ordinary Shares, 150,000 Class B Ordinary Shares and 150,000 Series A Preferred Shares. (ii) Immediately thereafter, 849,700,000 additional authorized but unissued Class A Ordinary Shares, 150,000 additional authorized but unissued Class B Ordinary Shares and 150,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.48, shall be created, so that the authorised share capital shall be increased to US$480,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.48, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares. (6) The increase in authorised share capital described in paragraph (5) above (the “Capital Increase”) relates solely to authorised share capital of the Company and does not itself constitute an allotment or issuance of any shares by the Company. All additional shares created pursuant to the Capital Increase shall be unissued. (7) Subject to the passing of this ordinary resolution and upon the occurrence of the Price Trigger, any Director of the Company be and is hereby authorised to confirm the Selected Ratio strictly in accordance with the mechanism set out above, confirm the effective date and time, and implement the Share Consolidation and the Capital Increase on the basis set out above and in Schedule 1 to this Notice. (8) Any Director be and is hereby authorised to take all actions necessary or desirable to implement the Share Consolidation and the Capital Increase, including making any required filings; instructing the registered office provider to make all necessary filings with the Registrar of Companies in the Cayman Islands; instructing the share registrar and/or transfer agent to update the register of members; obtaining a new CUSIP; updating the corporate records; cancelling existing share certificates and issuing replacement certificates; and issuing such fractional number of shares as may be required solely to round fractional holdings up to the nearest whole share. |
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If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution.
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In the case of joint holders the
senior holder (see note 4 below) should sign.
Please provide the names of all other
joint holders:_____________________________
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.
1. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy.
2. Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or completes and returns this form appointing a specific proxy.
3. Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete, sign and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Equiniti Trust Company, LLC, C/O DFX Logistics 1 United Lane, Teterboro, NJ, 07608, Attention: Proxy Operation, or send copies of the foregoing by email to Proxy@astfinancial.com marked for the attention of Proxy Operation, as soon as possible and in any event not later than the close of business on November 5, 2026, Eastern time, for holding the relevant meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person if you so wish.
4. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.
5. If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.
6. This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose.
7. Any alterations made to this form must be initialed by you.
8. A proxy may only vote on a poll.
9. Two or more holders of shares which carry not less than one-half of all votes attaching to shares in issue and entitled to vote at the EGM, present in person or by proxy or, if a corporate or other non-natural person, by its duly authorised representative, shall constitute a quorum.
10. In accordance with Article 78 of the Articles of Association of the Company, the chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company. The current chairman of the Company is MAO Daqing, thus he shall preside as the chairman of the EGM.
11. A shareholder holding more than one share as of the Record Date (as defined below) entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
12. In accordance with Article 14 of the Articles of Association of the Company, the Board of Directors has established the close of business on October 8, 2026, Eastern time (the “Record Date”), as the record date for determining shareholders entitled to notice of, and to vote at, the EGM and any adjournments or postponements thereof.