30 for 1 R/S to come in July: To the Shareholders of MicroAlgo Inc:
NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of shareholders of MicroAlgo Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”). The Extraordinary Meeting is to be held at Company headquarters located at Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China, at 9:00 a.m., Beijing time, on Wednesday, July 2, 2025, and at any adjournment or adjournments thereof, at which the following will be proposed:
1.
As an ordinary resolution, to undertake a 30-for-1 share consolidation of the issued and unissued shares of the Company, such that (i) every thirty (30) Class A Ordinary Shares of a par value of US$0.2 each be consolidated into one (1) Class A Ordinary Share with a par value of US$6.00 each, and (ii) every thirty (30) Class B Ordinary Shares of a par value of US$0.2 each be consolidated into one (1) Class B Ordinary Share with a par value of US$6.00 each (the “Share Consolidation”), with such Share Consolidation to be effective immediately following the approval of the shareholders of the Company.
Upon the Share Consolidation becoming effective, the authorized share capital of the Company shall be changed:
FROM US$200,000,000 divided into 1,000,000,000 shares comprising of (i) 800,000,000 Class A Ordinary Shares of a par value of US$0.2 each, and (ii) 200,000,000 Class B Ordinary Shares of a par value of US$0.2 each,
TO US$200,000,000 divided into 33,333,333.33 shares comprising of (i) 26,666,666.67 Class A Ordinary Shares of a par value of US$6.00 each, and (ii) 6,666,666.67 Class B Ordinary Shares of a par value of US$6.00 each (together, the “Consolidated Shares”),
and that no fractional shares shall be issued in connection with the Share Consolidation. In accordance with the currently effective memorandum and articles of association of the Company (the “Memorandum and Articles”), the Company’s transfer agent shall be authorized and instructed to aggregate all fractional shares and sell them as soon as practicable after the effective time of the Share Consolidation at the then-prevailing prices on the open market, on behalf of those shareholders who would otherwise be entitled to receive a fraction of a Consolidated Share as a result of the Share Consolidation.
2.
As an ordinary resolution, immediately following the effectiveness of the Share Consolidation, the authorized share capital of the Company shall be increased (the “Increase of Capital”):
FROM: US$200,000,000 divided into 33,333,333.33 shares comprising of (i) 26,666,666.67 Class A Ordinary Shares of a par value of US$6.00 each, and (ii) 6,666,666.67 Class B Ordinary Shares of a par value of US$6.00 each,
TO: US$6,000,000,000 divided into 1,000,000,000 shares comprising of (i) 800,000,000 Class A Ordinary Shares of a par value of US$6.00 each, and (ii) 200,000,000 Class B Ordinary Shares of a par value of US$6.00 each (together, the “Adjusted Shares”),
such increase to be effected by the creation of 773,333,333.33 additional Class A Ordinary Shares and 193,333,333.33 additional Class B Ordinary Shares.
AI
