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RESOLVED
AS A SPECIAL RESOLUTION, that, that subject to the A&R M&A Proposal (as defined below) being approved
and with effect upon approval by the Nasdaq Stock Market LLC (the “Effective Time”), the
Company re-designate and re-classify its authorized and issued share capital from ordinary shares of par value
US$0.000016666667 each (the “Ordinary Shares”) into Class A ordinary shares of par value
US$0.000016666667 each in the capital of the Company (the “Class A Ordinary Shares”) and
Class B ordinary shares of par value US$0.000016666667 each in the capital of the Company (the “Class
B Ordinary Shares”, and together with the Class A Ordinary Shares, the “New Share Classes”)
as follows (the “Share Capital Reorganization”):
(i) each
issued and outstanding Ordinary Share at the Effective Time, which is expected to be 64,322,249 Ordinary Shares, be re-designated
and re-classified as follows:
(a) 6,000,000
Ordinary Shares held by DNR Technology Co., Ltd. be re-designated and re-classified, on a one-for-one basis, into Class B Ordinary
Shares;
(b) 1,800,000
Ordinary Shares held by Vimisci Holding Limited be re-designated and re-classified, on a one-for-one basis, into Class B Ordinary
Shares;
(c) 450,000
Ordinary Shares held by Newmicro Holding Limited be re-designated and re-classified, on a one-for-one basis, into Class B Ordinary
Shares;
(d) 450,000
Ordinary Shares held by Jinshan International Investment Co., Ltd. be re-designated and re-classified, on a one-for-one basis, into
Class B Ordinary Shares;
(e) 300,000
Ordinary Shares held by KKD Holding Limited be re-designated and re-classified, on a one-for-one basis, into Class B Ordinary Shares;
and
(f) the
balance of the issued and outstanding Ordinary Shares, which is expected to be 55,322,249 Ordinary Shares, be re-designated and re-classified,
on a one-for-one basis into Class A Ordinary Shares,
(together,
the “Re-Designations”); and
(ii) each
of the remaining authorized but unissued Ordinary Shares at the Effective Time, which is expected to be 2,935,677,751 Ordinary Shares,
be re-designated and re-classified, on a one-for-one basis, into Class A Ordinary Shares, such that the Company’s authorised
share capital shall be amended:
from
US$50,000 divided into 3,000,000,000 ordinary shares of a par value of US$0.000016666667 each
to
US$50,000 divided into 2,991,000,000 Class A ordinary shares of par value US$0.000016666667 each and 9,000,000 Class B ordinary shares
of par value US$0.000016666667 each
(the
“Share Capital Reorganization Proposal”),
it
being noted that the terms of, and rights attached to the New Share Classes will be materially identical to the existing Ordinary
Shares save that: (i) holders of Class B Ordinary Shares will be entitled to cast 30 votes for each Class B Ordinary Share held on
all matters decided by way of poll at a general meeting; and (ii) the Class B Ordinary Shares will be convertible into Class A Ordinary
Shares at the option of the holder thereof on a one-for-one basis. |
