ChowChow Cloud International Holdings Ltd
For the period ended Aug 26, 2026. Filed Aug 26, 2026.
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Aug 26, 2026 · Filed Aug 26, 2026
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EX-99.1 · REVERSE SHARE SPLIT
REVERSE SHARE SPLIT
The Board believes that implementing a reverse share split may help support the Company’s compliance with applicable NYSE American continued listing standards and may improve the marketability of the Ordinary Shares by increasing the per-share trading price. The Board has approved and directed that the following ordinary resolution be submitted to the shareholders of the Company for approval:
“It is resolved, as an ordinary resolution, that:
| (a) | a reverse share split be carried out in respect of the Company’s authorized, issued and unissued Ordinary Shares by way of a consolidation at an exchange ratio of ten-to-one (10:1) (the “Revised RS Ratio”), such that the number of authorized, issued and unissued Ordinary Shares is decreased by the Revised RS Ratio and the par value of each authorized, issued and outstanding Ordinary Share is increased by the Revised RS Ratio, with immediate effect (the “Reverse Share Split”); and |
| (b) | no fractional shares be issued in connection with the Reverse Share Split and in respect of any fractional entitlements to the issued consolidated shares arising from the Reverse Share Split, if so determined by the Directors in their sole discretion, the Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Reverse Share Split, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account, to the extent as permitted by the applicable laws) whether or not the same is available for distribution and applying such sum in paying up unissued ordinary shares to be issued to shareholders of the Company to round up any fractions of ordinary shares issued to or registered in the name of such shareholders of the Company following or as a result of the Reverse Share Split.” |
Proposal No. 1 will be approved if the affirmative vote of a simple majority of the votes of the Ordinary Shares entitled to vote thereon which are present in person or by duly authorized representative or by proxy at the Meeting by the holders of Ordinary Shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
The Reverse Share Split will become effective immediately upon the approval of Proposal No. 1 at the Meeting. The commencement of the trading day on a split-adjusted basis will be subject to applicable NYSE American procedures.
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