mgland
4 days ago
2/24 filing. meeting on 3/24 to vote......
To the Shareholders of MicroCloud Hologram Inc:
NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “EGM”) of shareholders of MicroCloud Hologram Inc, a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”). The EGM is to be held at Company headquarters located at Room 302, Building A, Zhong Ke Na Neng Building, Yue Xing Sixth Road, Nanshan District, Shenzhen, People’s Republic of China at 9:00 a.m., Beijing time, on Monday, March 24, 2025, and at any adjournment or adjournments thereof, for the following purposes:
Proposal 1
To consider and vote upon an ordinary resolution to effect a 40 to 1 share consolidation:
THAT, with the exact effective date to be determined by the board of directors of the Company in its sole discretion within one year after the date of passing these resolutions, every forty (40) issued and unissued Class A ordinary shares of a nominal or par value of US$0.02 each in the capital of the Company (the “Class A Shares”) be consolidated into one (1) share of Class A Share with a nominal or par value of US$0.8 each (each a “Consolidated Class A Share”), and such Consolidated Class A Share shall have the same rights and subject to the same restrictions as the Class A Shares as set out in the Company’s currently effective Second Amended and Restated Memorandum and Articles of Association (the “M&A”), and every forty (40) issued and unissued Class B Shares of a nominal or par value of US$0.02 each in the capital of the Company (the “Class B Shares”) be consolidated into one (1) share of Class B Share with a nominal or par value of US$0.8 each (each a “Consolidated Class B Share”), and such Consolidated Class B Shares shall have the same rights and subject to the same restrictions as the Class B Shares as set out in the Company’s M&A (the “Share Consolidation”) such that following the Share Consolidation the authorized share capital of the Company will be changed
FROM US$10,000,000 divided into 500,000,000 shares comprising (i) 400,000,000 Class A Shares, and (ii) 100,000,000 Class B Shares;
TO US$10,000,000 divided into 12,500,000 shares comprising (i) 10,000,000 Consolidated Class A Shares, and (ii) 2,500,000 Consolidated Class B Shares;
No fractional shares shall be issued in connection with the Share Consolidation and the Company’s transfer agent would 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 fractional share as a result of the Share Consolidation.
(the “Share Consolidation Proposal”);
Proposal 2
To consider and vote upon an ordinary resolution to increase the Company’s share capital after the Share Consolidation:
THAT conditional upon and effective immediately following the Share Consolidation, increase the authorized share capital of the Company
FROM US$10,000,000 divided into 12,500,000 shares comprising (i) 10,000,000 Consolidated Class A Shares, and (ii) 2,500,000 Consolidated Class B Shares,
TO US$400,000,000 divided into 500,000,000 shares comprising (i) 400,000,000 Consolidated Class A Shares by the creation of an additional 390,000,000 Consolidated Class A Shares, and (ii) 100,000,000 Consolidated Class B Shares by the creation of an additional 97,500,000 Consolidated Class B Shares (the “Share Capital Increase” or the “Share Capital Increase Proposal”.)
Proposal 3
To consider and vote upon an ordinary resolution:
THAT any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the share consolidation and the share capital increase and of administrative nature, including to determine the exact effective date of the Share Consolidation and the Share Capital Increase, as any of them considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation and the Share Capital Increase; the Company’s registered office provider be instructed to make all necessary filings with the Companies Registry in the Cayman Islands in connection with the Share Consolidation and the Share Capital Increase; and the Company’s share registrar be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any Director be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (the “Authorization Proposal”).
Proposal 4
To consider and vote upon an ordinary resolution:
THAT adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 – 3.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice. We are not aware of any other business to come before the EGM.
Only shareholders of record at the close of business on February 19, 2025 are entitled to notice and to vote at the EGM and any adjournment or postponement thereof.
It is important that your shares are represented at the EGM. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the EGM in person, please vote your shares promptly by casting your vote via the Internet, or, if you prefer to mail your proxy or voter instructions, please complete, sign, date, and return your proxy or vote instruction form in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent vote over the Internet or by mail before the EGM, or by voting in person at the EGM.
If you plan to attend the EGM, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the EGM, please follow the instructions contained in the proxy materials that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the EGM and vote in person.
February 24, 2025 By Order of the Board of Directors,
/s/ Wei Peng
Wei Peng
Chairman