CCSC Technology International Holdings Ltd
For the period ended Aug 15, 2024. Filed Aug 15, 2024.
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Aug 15, 2024 · Filed Aug 15, 2024
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EX-99.1 · IMPLEMENTATION OF THE DUAL CLASS STRUCTURE
IMPLEMENTATION OF THE DUAL CLASS STRUCTURE
The Board of Directors recommends that our shareholders approve the following resolutions:
It is resolved as a special resolution that:
| (a) | 5,000,000 Ordinary Shares of a par value of US$0.0005 held by CCSC Investment Limited be re-designated and reclassified into 5,000,000 Class B Ordinary Shares of a par value of US$0.0005 each, with the rights, preferences and privileges set out the in the second amended and restated memorandum and articles of association of the Company (the “New M&A”); and |
| (b) | the remaining 495,000,000 issued and unissued Ordinary Shares of a par value of US$0.0005 each be re-designated and reclassified into Class A Ordinary Shares of a par value of US$0.0005 each, with the rights, preferences and privileges set out in the New M&A. |
Following the implementation of the dual class structure and subject to Proposal No. 4 being passed, each Class A Ordinary Share would be entitled to one vote and each Class B Ordinary Share would be entitled to fifty (50) votes on all matters subject to vote at general meetings of the Company, and all Class B Ordinary Shares will be convertible, at the option of the holder thereof, into the Class A Ordinary Shares on a one-for-one basis.
The proposed implementation of dual class structure will not affect the validity or transferability of share certificates outstanding or the trading of the Company’s shares on the NASDAQ Capital Market. Shareholders will not need surrender their existing share certificates. Instead, when certificates are presented for transfer, new certificates representing Class A Ordinary Shares or Class B Ordinary Shares, as the case may be, will be issued.
However, issuances of Class B Ordinary Shares or securities convertible into Class B Ordinary Shares could have a dilutive effect on the voting power and interest of current shareholders of the Ordinary Shares, and, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company.
Proposal No. 3 will be approved if a super majority of at least two-thirds of the total votes duly cast in person or by proxy at the AGM vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
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