UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
MicroAlgo Inc.
(Registrant’s Name)
Unit 507, Building C, Taoyuan Street,
Long Jing High and New Technology Jingu Pioneer
Park,
Nanshan District, Shenzhen,
People’s Republic of China
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Attached as Exhibit 99.1 hereto is the Company’s Notice of Annual General Meeting (“AGM”) for an AGM to be held at Company headquarters on November 29, 2024. Exhibit 99.2 is the Form of Proxy Card for the AGM.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MicroAlgo Inc. |
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By: |
/s/ Min Shu |
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Name: |
Min Shu |
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Title: |
Chief Executive Officer |
Date: October 23, 2024
EXHIBIT INDEX
Exhibit 99.1
MICROALGO INC.
NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS
To Be Held on November 29, 2024
To the Shareholders of MicroAlgo Inc:
NOTICE IS HEREBY GIVEN, that you are cordially
invited to attend an annual general meeting (the “Annual Meeting”) of shareholders of MicroAlgo Inc, a Cayman Islands
exempted company with limited liability (the “Company,” “we,” “us” or “our”).
The Annual 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 p.m., Beijing time, on November 29, 2024, and
at any adjournment or adjournments thereof, for the following purposes:
| Proposal 1 |
To consider and vote upon an ordinary resolution
that:
every 20 ordinary
shares of the Company, of a nominal or par value of US$0.01 each (“Ordinary Shares”) in
the Company’s issued and unissued share capital be consolidated into one ordinary share with a par value of US$0.2 (the “Share
Consolidation”), such that immediately following the Share Consolidation, the authorized share capital of the Company shall be changed
FROM US$2,000,000 divided into 200,000,000
shares of a nominal or par value of US$0.01 each
TO US$2,000,000 divided into 10,000,000 shares
of a nominal or par value of US$0.2 each (the “Consolidated Ordinary Shares”)
(the “Share Consolidation Proposal”)
No fractional shares shall be issued in connection
with the Share Consolidation and in accordance with Article 9.2 of the Current M&A (as defined below) the Company’s transfer
agent be authorized and instructed to aggregate all fractional share 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 fractions of a Consolidated Ordinary Share as a result of the Share Consolidation. |
| Proposal 2 |
To consider and vote upon an ordinary resolution that, conditional upon and effective immediately following
the Share Consolidation, the authorized share capital of the Company be increased
FROM US$2,000,000 divided into 10,000,000
Consolidated Ordinary Shares of a nominal or par value of $0.2 each,
TO US$200,000,000 divided into 1,000,000,000
Consolidated Ordinary Shares of a nominal or par value of $0.2 each (“Share Capital Increase”), by the creation of an additional
990,000,000 Consolidated Ordinary Shares;
(the “Share Capital Increase Proposal”) |
| Proposal 3 |
To consider and vote upon a special resolution
that the Company’s currently effective Amended and Restated Memorandum and Articles of Association (the “Current M&A”)
be amended by the deletion of the existing Article 12.1 in its entirety and the substitution therefor with the following:
“Save as provided in the following Article,
no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold
not less than one third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation
or other non-natural person by its duly authorised representative or proxy shall be a quorum.”
(the “Quorum Reduction Proposal”) |
| Proposal 4 |
To consider and vote upon a special resolution
that the Current M&A be amended by the deletion of the existing Article 15.6 in its entirety and the substitution therefor with the
following:
“An appointment of a director may be on terms
that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general
meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any;
but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for
re-election at a meeting of the Members or re-appointment by the board of directors.”
(the “Term Limit Proposal”) |
| Proposal 5 |
To consider and vote upon a special resolution
that:
Conditional upon and effective immediately following
the Share Consolidation and the Share Capital Increase, the authorized share capital of the Company be changed to create a dual-class
share structure (the “Dual-Class Structure”) by
a) re-designating 800,000,000 authorized
Consolidated Ordinary Shares (including all the issued and outstanding Consolidated Ordinary Shares) into class A ordinary shares of
a nominal or par value of US$0.2 par value each (the “Class A Ordinary Shares”), and each Class A Ordinary Share shall
be entitled to one (1) vote per Class A Ordinary Share; and
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b) re-designating
200,000,000 authorized but unissued Consolidated Ordinary Shares into class B ordinary shares of a nominal or par value of US$0.2 each
(the “Class B Ordinary Shares”), and each Class B Ordinary Share shall be entitled to 20 votes per Class B Ordinary Share
(the “Variation of Share Capital”),
such that immediately following the Variation
of Share Capital, the authorized share capital of the Company shall be changed
FROM US$200,000,000 divided into 1,000,000,000
Consolidated Ordinary Shares
TO US$200,000,000 divided into 800,000,000
Class A Ordinary Shares, and 200,000,000 Class B Ordinary Shares;
And
Conditional upon and effective immediately following
the Variation of Share Capital, the Current M&A be amended and restated by the deletion in their entirety and the substitution in
their place of the second amended and restated memorandum and articles of association of the Company to, among other amendments, reflect
the adoption of the Dual-Class Structure and the Variation of Share Capital.
(the “Dual-Class Structure Proposal”)
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| Proposal 6 |
To 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 – 6. |
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 Annual Meeting.
Only shareholders of record at the close of business on October 18, 2024 are entitled to notice and to vote at the Annual Meeting and any adjournment or postponement thereof.
It is important that your shares are represented at the Annual Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the Annual Meeting 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 Annual Meeting, or by voting in person at the Annual Meeting.
If you plan to attend the Annual Meeting, 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 Annual Meeting, 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 Annual Meeting and vote in person.
| October 23, 2024 |
By Order of the Board of Directors, |
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/s/ Min Shu |
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Min Shu |
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Director |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF MEMBERS TO BE HELD ON NOVEMBER 29, 2024
TABLE OF CONTENTS
MICROALGO inc.
Unit 507, Building C, Taoyuan Street,
Long Jing High and New Technology Jingu Pioneer
Park,
Nanshan District, Shenzhen, People’s Republic
of China
PROXY STATEMENT
This Proxy Statement and the
accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”)
of MicroAlgo Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,”
“us” or “our”), for the Annual Meeting of Members (the “Annual Meeting”). The
Annual Meeting will be held at our headquarters at 9:00 p.m., Beijing time, on Friday, November 29, 2024, and at any adjournment or adjournments
thereof.
We will send or make these proxy
materials available to shareholders on or about October 25, 2024.
GENERAL INFORMATION
Purpose of Annual Meeting
The purposes of the Annual Meeting are as follows:
| Proposal 1 |
To consider and vote upon an ordinary resolution
that:
every 20 ordinary
shares of the Company, of a nominal or par value of US$0.01 each (“Ordinary Shares”) in
the Company’s issued and unissued share capital be consolidated into one ordinary share with a par value of US$0.2 (the “Share
Consolidation”), such that immediately following the Share Consolidation, the authorized share capital of the Company shall be changed
FROM US$2,000,000 divided into 200,000,000
shares of a nominal or par value of US$0.01 each
TO US$2,000,000 divided into 10,000,000 shares
of a nominal or par value of US$0.2 each (the “Consolidated Ordinary Shares”)
(the “Share Consolidation Proposal”)
No fractional shares shall be issued in connection
with the Share Consolidation and in accordance with Article 9.2 of the Current M&A (as defined below) the Company’s transfer
agent be authorized and instructed to aggregate all fractional share 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 fractions of a Consolidated Ordinary Share as a result of the Share Consolidation. |
| Proposal 2 |
To consider and vote upon an ordinary resolution
that, conditional upon and effective immediately following the Share Consolidation, the authorized share capital of the Company be increased
FROM US$2,000,000 divided into 10,000,000
Consolidated Ordinary Shares of a nominal or par value of $0.2 each,
TO US$200,000,000 divided into 1,000,000,000
Consolidated Ordinary Shares of a nominal or par value of $0.2 each (“Share Capital Increase”), by the creation of an additional
990,000,000 Consolidated Ordinary Shares;
(the “Share Capital Increase Proposal”) |
| Proposal 3 |
To consider and vote upon a special resolution
that the Company’s currently effective Amended and Restated Memorandum and Articles of Association (the “Current M&A”)
be amended by the deletion of the existing Article 12.1 in its entirety and the substitution therefor with the following:
“Save as provided in the following Article,
no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold
not less than one third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation
or other non-natural person by its duly authorised representative or proxy shall be a quorum.”
(the “Quorum Reduction Proposal”) |
| Proposal 4 |
To consider and vote upon a special resolution
that the Current M&A be amended by the deletion of the existing Article 15.6 in its entirety and the substitution therefor with the
following:
“An appointment of a director may be on terms
that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general
meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any;
but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for
re-election at a meeting of the Members or re-appointment by the board of directors.”
(the “Term Limit Proposal”) |
| Proposal 5 |
To consider and vote upon a special resolution
that:
Conditional upon and effective immediately
following the Share Consolidation and the Share Capital Increase, the authorized share capital of the Company be changed to create
a dual-class share structure (the “Dual-Class Structure”) by
a) re-designating 800,000,000 authorized Consolidated
Ordinary Shares (including all the issued and outstanding Consolidated Ordinary Shares) into class A ordinary shares of a nominal or
par value of US$0.2 par value each (the “Class A Ordinary Shares”), and each Class A Ordinary Share shall be entitled to
one (1) vote per Class A Ordinary Share; and
b) re-designating
200,000,000 authorized but unissued Consolidated Ordinary Shares into class B ordinary shares of a nominal or par value of US$0.2 each
(the “Class B Ordinary Shares”), and each Class B Ordinary Share shall be entitled to 20 votes per Class B Ordinary Share
(the “Variation of Share Capital”),
such that immediately following the Variation
of Share Capital, the authorized share capital of the Company shall be changed
FROM US$200,000,000 divided into 1,000,000,000
Consolidated Ordinary Shares
TO US$200,000,000 divided into 800,000,000
Class A Ordinary Shares, and 200,000,000 Class B Ordinary Shares;
And
Conditional upon and effective immediately following
the Variation of Share Capital, the Current M&A be amended and restated by the deletion in their entirety and the substitution in
their place of the second amended and restated memorandum and articles of association of the Company to, among other amendments, reflect
the adoption of the Dual-Class Structure and the Variation of Share Capital.
(the “Dual-Class Structure Proposal”)
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| Proposal 6 |
To 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 – 6. |
The Board recommends a vote FOR each proposal.
Will there be any other items of business on the agenda?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. The persons named on the proxy card shall be entitled to vote on such other matters in accordance with their judgment.
Who is entitled to vote at the Annual Meeting?
Only shareholders of record
of our ordinary shares of a par value of US$0.01 each, as of the close of business on October 18, 2024 (the “Record Date”)
are entitled to receive notice and to attend and vote at the Annual Meeting and any adjournment or postponements thereof. At the close
of business on the Record Date, there were 199,456,799 of our ordinary shares issued and outstanding and entitled to vote.
Each fully paid ordinary share is entitled to one vote on each matter properly brought before the Annual Meeting. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the Annual Meeting.
Shareholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted, we encourage you to vote either by Internet with the control number on your Proxy Card or by filling out and returning the enclosed proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.
What constitutes a quorum and how will votes be counted?
The quorum for our Annual Meeting is 2 members entitled to vote and present in person or by proxy representing not less than one-half of the votes attached to the then issued share capital of the Company throughout the Annual Meeting. If, within fifteen minutes from the time appointed for our Annual Meeting a quorum is not present, then the Annual Meeting will be adjourned (in accordance with the provisions of our existing articles of association) to the same time and place(s) seven days hence, or to such time and (where applicable) such place(s) as is determined by the Board in accordance with the provisions of our existing articles of association.
What is a broker “non-vote” and what is its effect on voting?
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.”
Votes Required
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For the Share Consolidation Proposal, the
Board is seeking the affirmative vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy
at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder
is entitled). We anticipate that the Share Consolidation proposal will be considered “routine”, and therefore, broker
non-votes are not expected to exist with respect to this proposal. |
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For the Share Capital Increase Proposal,
the Board is seeking the affirmative vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by
proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder
is entitled). The Share Capital Increase Proposal is considered a “non-routine” item for which brokers and nominees do not
have discretionary voting power and, therefore, broker non-votes may exist with respect to the Share Increase Proposal. Assuming a quorum
is present, broker non-votes will not affect the outcome of the Share Increase Proposal. |
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For the Quorum Reduction Proposal and Term Limit Proposal, the Board is seeking the affirmative vote of a majority of at least two-thirds of the votes of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). The Quorum Reduction Proposal and Term Limit Proposal are considered a “non-routine” item for which brokers and nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to the Quorum Reduction Proposal and Term Limit Proposal. Assuming a quorum is present, broker non-votes will not affect the outcome of the Quorum Reduction Proposal and Term Limit Proposal. |
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For the Dual-Class Structure Proposal, the Board is
seeking the affirmative vote of a majority of at least two-thirds of the votes of such shareholders as, being entitled to do so,
vote in person or by proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of
votes to which each shareholder is entitled). The Dual-Class Structure Proposal is considered a “non-routine” item for
which brokers and nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to the
Dual-Class Structure Proposal. Assuming a quorum is present, broker non-votes will not affect the outcome of the Dual-Class
Structure Proposal. |
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For the Adjournment Proposal, the affirmative vote of a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled), is required. |
How do I vote?
Your shares may only be voted at the Annual Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.
You may vote using any of the following methods:
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By Internet. You may vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded. |
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By Mail. Shareholders of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” each of the proposals. Shareholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing them in the accompanying pre-addressed envelopes. |
Revoking Your Proxy
Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Such revocation may be effected by following the instructions for voting on your proxy card or vote instruction form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy and authority granted to such proxy shall be deemed to be revoked.
If the Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Annual Meeting.
Proxy Solicitation Costs
We will bear the entire cost of
this solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials that we may provide to
our shareholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their
names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. We may solicit
proxies by mail, and the officers and employees of the Company, who will receive no extra compensation therefore, may solicit proxies
personally or by telephone. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies
and proxy materials to the beneficial owners of shares held by them. In addition, we have retained Kingsdale Advisors (“Kingsdale”)
to assist in the solicitation of proxies. We have also agreed to indemnify Kingsdale Advisors and its employees against certain liabilities
arising from or in connection with the engagement.
How do I learn the results of the voting at the Meeting?
Preliminary results will be announced at the Meeting. Final results will be published in a Report on Form 6-K furnished to the SEC.
PROPOSAL NO. 1
SHARE CONSOLIDATION
If you have any questions, need assistance in voting,
or need additional material, please contact our Strategic Shareholder Advisor and Proxy Solicitation Agent, Kingsdale Advisors:
North American Toll-Free Phone: +1-800-320-0180
Text or Call Collect Outside North America: +1-646-741-5795
Email: contactus@kingsdaleadvisors.com
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Purpose of Share Consolidation
The Company’s ordinary
shares are listed on The Nasdaq Capital Market under the trading symbol of “MLGO.” For our ordinary shares to continue to
be listed on The Nasdaq Capital Market, the Company must satisfy various listing standards established by Nasdaq. Among others, Nasdaq
Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per share (the “Bid Price Rule”).
To enhance the Company’s ability to maintain compliance with the Bid Price Rule, the Board believes that it is in the best interest of the Company and the shareholders to effectuate the Share Consolidation to increase the market price of the ordinary shares. As a result, the Board is soliciting shareholders’ approval of a share consolidation of the Company’s shares at a ratio of 20-for-one and to provide authorization to the Board to settle as it considers expedient any difficulty which arises in relation to any consolidation of ordinary shares of the Company.
The Board also believes that the delisting of the ordinary shares from The Nasdaq Capital Market would likely result in decreased liquidity. Such decreased liquidity would result in the increase in the volatility of the trading price of the ordinary shares, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.
In evaluating whether or not to conduct the Share Consolidation, the Board also took into account various negative factors associated with such corporate action. These factors include: the negative perception of share consolidation held by some investors, analysts and other stock market participants; the fact that the share price of some companies that have effected of share consolidation has subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a share consolidation.
The Board considered these factors, and the potential harm of being delisted from The Nasdaq Capital Market. The Board determined that continued listing on The Nasdaq Capital Market is in the best interest of the Company and its shareholders as a whole, and that the Share Consolidation is probably necessary to maintain the listing of the Company’s ordinary shares on The Nasdaq Capital Market.
In addition, there can be no assurance that, after the Share Consolidation, the Company would be able to maintain the listing of the ordinary shares on The Nasdaq Capital Market. The Nasdaq Capital Market maintains several other continued listing requirements currently applicable to the listing of the ordinary shares. Shareholders should recognize that if the Share Consolidation is effected, they will own a smaller number of ordinary shares than they currently own. While the Company expects that the Share Consolidation will result in an increase in the market price of the ordinary shares, it may not increase the market price of the ordinary shares in proportion to the reduction in the number of ordinary shares outstanding or result in a permanent increase in the market price (which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding).
If the Share Consolidation is effected and the market price of the Company’s ordinary shares declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Share Consolidation. Furthermore, the liquidity of the Company’s ordinary shares could be adversely affected by the reduced number of shares that would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired results that have been outlined above.
Effects of the Share Consolidation
Authorized Shares and Unissued Shares
At the time the Share Consolidation
is effective, all of our issued and unissued ordinary shares will be consolidated at the ratio of 20-for-1. The Share Consolidation will
affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception
of adjustments related to the treatment of fractional shares (see below).
As indicated in the Share
Capital Increase proposal below, we are also seeking our shareholders’ approval to increase our authorized share capital to US$200,000,000
divided into 1,000,000,000 ordinary shares of a nominal or par value of US$0.2 each, immediately following the Share Consolidation.
Issued and Outstanding Shares
The Share Consolidation will
also reduce the number of issued and outstanding ordinary shares at the ratio of 20-for-1. In addition, the par value of ordinary shares
will be increased by the same ratio.
For example, a shareholder
holding 2000 ordinary shares, par value US$0.01 before the Share Consolidation would hold 100 ordinary shares, par value US$0.2 per share
after the Share Consolidation. However, each shareholder’s proportionate ownership of the issued and outstanding ordinary shares
immediately following the effectiveness of the Share Consolidation would remain the same, with the exception of adjustments related to
the treatment of fractional shares (see below).
Proportionate adjustments will be made based on the ratio of the Share Consolidation to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, our ordinary shares. This will result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of ordinary shares being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately preceding the Share Consolidation.
Fractional Shares
Shareholders would not receive fractional shares in connection with
the Share Consolidation. Instead, 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. We expect that the transfer agent
would conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional
shares. After the transfer agent’s completion of such sale, shareholders who would have been entitled to a fractional share would
instead receive a cash payment from the transfer agent (or through their broker, bank, or other holder of record) in an amount equal to
their respective pro rata shares of the total proceeds of that sale net of any brokerage costs incurred by the transfer agent to sell
such shares.
Procedure for Implementing the Share Consolidation
As soon as practicable after
the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation has been
effected. The Company expects that its transfer agent, Transhare Corporation will act as exchange agent for purposes of implementing the
exchange of share certificates and payment for fractional share. If needed, holders of pre-consolidation shares will be asked to surrender
to the exchange agent certificates representing pre-consolidation ordinary shares in exchange for certificates representing post-consolidation
ordinary shares or, in the case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance
with the procedures to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share
certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s)
together with the properly completed and executed letter of transmittal to the exchange agent.
SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Banks, brokers or other nominees
will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street name.” However,
these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing
the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders
are encouraged to contact their bank, broker or other nominee.
Federal Income Tax Consequences of the Share Consolidation
The following discussion is
not a complete description of all tax considerations that may be relevant to a U.S. Holder of Ordinary Shares; it is not a substitute
for tax advice. In addition, this summary does not address the tax consequences of transactions effectuated before, after or at the same
time as the Share Consolidation, whether or not they are in connection with the Share Consolidation. U.S. Holders are urged to consult
their own tax advisors to determine the particular consequences to them.
The Company expects that the
Share Consolidation should be treated as a tax-free transaction under the Internal Revenue Code of 1986, as amended. Therefore, a shareholder
generally will not recognize gain or loss on the Share Consolidation, except to the extent of cash, if any, received in lieu of a fractional
share interest in the post-consolidation shares. The holding period and tax basis of the pre- consolidation ordinary shares will be transferred
to the post- consolidation ordinary shares (excluding any portion of the holder’s basis allocated to fractional shares).
This discussion should
not be considered as tax or investment advice, and the tax consequences of the Share Consolidation may not be the same for all shareholders.
Shareholders should consult their own tax advisors to know their individual federal, state, local and foreign tax consequences.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the total votes attaching to the shares that are entitled to vote and voting at the Meeting is required to approve the Share Consolidation proposal.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS
VOTE “FOR” THIS SHARE CONSOLIDATION PROPOSAL.
PROPOSAL NO. 2
SHARE CAPITAL INCREASE
The Board directed that there
be submitted to the shareholders of the Company for approval by way of an ordinary resolution, that immediately following the approval
of the Share Consolidation proposal by the shareholders, the authorized share capital of the Company be increased from US$2,000,000 divided
into 10,000,000 shares of a nominal or par value of US$0.2 each, to US$200,000,000 divided into 1,000,000,000 shares of a nominal or par
value of US$0.2 each, by the creation of an additional 990,000,000 Consolidated Ordinary Shares (the “Share Capital Increase
proposal”).
If the Share Consolidation proposal is not approved, then this Share Capital Increase proposal will not be applicable.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the total votes attaching to the shares entitled to vote and voting at the Annual Meeting is required to approve the Share Capital Increase proposal.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS
VOTE “FOR” THIS SHARE CAPITAL INCREASE PROPOSAL.
PROPOSAL NO. 3 and NO. 4
QUORUM REDUCTION PROPOSAL
AND TERM LIMIT PROPOSAL
Background
The Board of Directors directed that there be
submitted to a vote of shareholders a special resolution to amend Articles 12.1 and 15.6 of the Company’s Amended and Restated Memorandum
and Articles of Association (the “Articles Amendment”).
The Proposed Amendment to the Amended and Restated Memorandum of Association
To decrease the required quorum threshold for
shareholders meeting to one more members who together hold not less than one third of the outstanding shares and remove the two-year term
limit of the directors of the Company as set out in Article 12.1 and Article 15.6 of the Company’s Current M&A by the deletion
of the existing Article 12.1 and Article 15.6 of the Current M&A in its entirety and the substitution therefor the following:
Article 12.1
“Save as provided in the following Article,
no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold
not less than one third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation
or other non-natural person by its duly authorised representative or proxy shall be a quorum.”
Article 15.6
“An appointment of a director may be on
terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual
general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director,
if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible
for re-election at a meeting of the Members or re-appointment by the board of directors.”
Purpose of the Amendment to the Amended and Restated Memorandum of Association
Articles 12.1 and 15.6 are being amended to enhance
the Company’s efficiency in decision-making to better alignment of interests of the shareholders with the overall success of the
Company.
Potential Effects of Proposed Amendment to the Amended and Restated Memorandum of Association
If shareholders approve this proposal, the Company will adopt a second
amended and restated memorandum and articles of association of the Company which will become effective immediately upon such approval.
Vote Required
This proposal requires the affirmative (“FOR”) vote of a majority of not less than two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS
VOTE “FOR” THE QUORUM REDUCTION
AND TERM LIMIT PROPOSALS.
PROPOSAL NO. 5
ADOPTION OF DUAL CLASS STRUCTURE
If the Share Consolidation and Share Capital Increase proposals are not approved, then this Dual-Class Share Capital Structure proposal will not be applicable.
General
The Board of Directors unanimously adopted a resolution
to submit to a vote of shareholders: (a) special resolution to:
a) re-designating 800,000,000 authorized
Consolidated Ordinary Shares (including all the issued and outstanding Consolidated Ordinary Shares) into class A ordinary shares of
a nominal or par value of US$0.2 par value each (the “Class A Ordinary Shares”), and each Class A Ordinary Share shall be
entitled to one (1) vote per Class A Ordinary Share; and
b) re-designating
200,000,000 authorized but unissued Consolidated Ordinary Shares into class B ordinary shares of a nominal or par value of US$0.2 each
(the “Class B Ordinary Shares”), and each Class B Ordinary Share shall be entitled to 20 votes per Class B Ordinary Share
(the “Variation of Share
Capital”),
such that immediately following the
Variation of Share Capital, the authorized share capital of the Company shall be changed
FROM US$200,000,000
divided into 1,000,000,000 Consolidated Ordinary Shares
TO US$200,000,000 divided into
800,000,000 Class A Ordinary Shares, and 200,000,000 Class B Ordinary Shares;
And
Conditional upon and effective immediately
following the Variation of Share Capital, adopt a second amended and restated memorandum and articles of association of the Company to,
among other amendments, reflect the adoption of the Dual-Class Structure and following the Variation of Share Capital.
(the “Dual-Class Share Capital
Structure”); and
adopt a second amended and restated memorandum
and articles of association of the Company to, among other amendments, reflect the adoption of the Dual-Class Structure and the Variation
of Share Capital.
Potential Effects
Following effectiveness of the proposed
Dual-Class Share Capital Structure, each Class A Ordinary Share would be entitled to one (1) vote and each Class B Ordinary Share
would be entitled to 20 votes on all matters subject to vote at general meetings of the Company, and with such other rights,
preferences, and privileges as set forth in the Second Amended and Restated Memorandum and Articles of Association. The Class B
Ordinary Shares would not be convertible into Class A Ordinary Shares or any other equity securities authorized to be issued by the
Company. Holders of the Class B Ordinary Shares would not be entitled to receive dividends of any kind.
The proposed Dual-Class Share Capital Structure will not affect in any way the validity or transferability of share certificates outstanding or the trading of the Company’s shares on the Nasdaq Capital Market.
Future issuances of Class B Ordinary Shares or securities convertible into Class B Ordinary Shares could have a dilutive effect on our earnings per share, book value per share, and the voting power and interest of current holders of ordinary shares. In addition, the availability of additional Class B Ordinary Shares for issuance could, 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, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board of Directors from taking any such actions that it deems to be consistent with its fiduciary duties.
Vote Required
This Proposal requires affirmative (“FOR”) votes of a majority
of not less than two-thirds (2/3rds) of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and,
in each case, where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled).
Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted
“FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome
of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE “FOR”
THIS DUAL-CLASS STRUCTURE PROPOSAL.
PROPOSAL 6
ADJOURNMENT OF 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 PROPOSAL ONE, PROPOSAL TWO, PROPOSAL THREE, AND PROPOSAL FOUR.
This Adjournment Proposal, if adopted, will allow
the chairman of the Meeting to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the other proposals.
If the Adjournment Proposal is not approved by
our shareholders, the chairman of the Meeting may not be able to adjourn the Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of Proposals 1 – 5.
Vote Required
This proposal requires the affirmative (“FOR”) vote of
a simple majority of such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and where a poll is taken
regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). Unless otherwise instructed
on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal.
Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although
they will be counted for purposes of determining whether there is a quorum present.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS
VOTE “FOR” THIS ADJOURMENT PROPOSAL.
OTHER MATTERS
Our Board is not aware of any business to come before the Annual Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons voting the proxies.
| October 23, 2024 |
By Order of the Board of Directors |
| |
|
| |
/s/ Min Shu |
| |
Min Shu
Chairman |
Exhibit 99.2
MICROALGO INC.
FORM OF PROXY FOR ANNUAL GENERAL MEETING
To Be Held on November 29, 2024
I/We _____________________________________ [insert name] of ____________________________________ [insert address] being the registered holder of ____________________ [insert number] ordinary shares1, par value US$0.01 per share, of MicroAlgo Inc., (the “Company”) hereby appoint the Chairman (the “Chairman”)2 of the annual general meeting (the “Meeting”) of the Company as my/our proxy to attend and act for me/us at the Meeting to be held at our headquarters at [ ], at 9:00 p.m., Beijing time, on Friday, November 29, 2024, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, in his or her discretion.
|
THE BOARD RECOMMENDS THAT YOU VOTE FOR EACH PROPOSAL. PROPOSAL NO. 1: |
|
To consider and vote upon an ordinary resolution that:
every 20 ordinary shares of the Company, of a nominal or par value of US$0.01 each (“Ordinary Shares”) in the Company’s issued and unissued share capital be consolidated into one ordinary share with a par value of US$0.2 (the “Share Consolidation”), such that immediately following the Share Consolidation, the authorized share capital of the Company shall be changed
FROM US$2,000,000 divided into 200,000,000 shares of a nominal or par value of US$0.01 each
TO US$2,000,000 divided into 10,000,000 shares of a nominal or par value of US$0.2 each (the “Consolidated Ordinary Shares”)
(the “Share Consolidation Proposal”)
No fractional shares shall be issued in connection with the Share Consolidation and in accordance with Article 9.2 of the Current M&A (as defined below) the Company’s transfer agent be authorized and instructed to aggregate all fractional share 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 fractions of a Consolidated Ordinary Share as a result of the Share Consolidation. |
| ☐ FOR ☐ AGAINST ☐ ABSTAIN |
| PROPOSAL NO. 2: |
|
To consider and vote upon an ordinary resolution that, conditional upon and effective immediately following the Share Consolidation, the authorized share capital of the Company be increased
FROM US$2,000,000 divided into 10,000,000 Consolidated Ordinary Shares of a nominal or par value of $0.2 each,
TO US$200,000,000 divided into 1,000,000,000 Consolidated Ordinary Shares of a nominal or par value of $0.2 each (“Share Capital Increase”), by the creation of an additional 990,000,000 Consolidated Ordinary Shares;
(the “Share Capital Increase Proposal”) |
| ☐ FOR ☐ AGAINST ☐ ABSTAIN |
| PROPOSAL NO. 3: |
|
To consider and vote upon a special resolution that the Company’s currently effective Amended and Restated Memorandum and Articles of Association (the “Current M&A”) be amended by the deletion of the existing Article 12.1 in its entirety and the substitution therefor with the following:
“Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold not less than one third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.”
(the “Quorum Reduction Proposal”) |
| ☐ FOR ☐ AGAINST ☐ ABSTAIN |
| PROPOSAL NO. 4: |
|
To consider and vote upon a special resolution that the Current M&A be amended by the deletion of the existing Article 15.6 in its entirety and the substitution therefor with the following:
“An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the Members or re-appointment by the board of directors.”
(the “Term Limit Proposal”) |
| ☐ FOR ☐ AGAINST ☐ ABSTAIN |
| PROPOSAL NO. 5: |
|
To consider and vote upon a special resolution that:
Conditional upon and effective immediately following the Share Consolidation and the Share Capital Increase, the authorized share capital of the Company be changed to create a dual-class share structure (the “Dual-Class Structure”) by
a) re-designating 800,000,000 authorized Consolidated Ordinary Shares (including all the issued and outstanding Consolidated Ordinary Shares) into class A ordinary shares of a nominal or par value of US$0.2 par value each (the “Class A Ordinary Shares”), and each Class A Ordinary Share shall be entitled to one (1) vote per Class A Ordinary Share; and
b) re-designating 200,000,000 authorized but unissued Consolidated Ordinary Shares into class B ordinary shares of a nominal or par value of US$0.2 each (the “Class B Ordinary Shares”), and each Class B Ordinary Share shall be entitled to 20 votes per Class B Ordinary Share
(the “Variation of Share Capital”),
such that immediately following the Variation of Share Capital, the authorized share capital of the Company shall be changed
FROM US$200,000,000 divided into 1,000,000,000 Consolidated Ordinary Shares
TO US$200,000,000 divided into 800,000,000 Class A Ordinary Shares, and 200,000,000 Class B Ordinary Shares;
And
Conditional upon and effective immediately following the Variation of Share Capital, the Current M&A be amended and restated by the deletion in their entirety and the substitution in their place of the second amended and restated memorandum and articles of association of the Company to, among other amendments, reflect the adoption of the Dual-Class Structure and the Variation of Share Capital.
(the “Dual-Class Structure Proposal”) |
| ☐ FOR ☐ AGAINST ☐ ABSTAIN |
| PROPOSAL NO. 6: |
|
To 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 – 6. |
| ☐ FOR ☐ AGAINST ☐ ABSTAIN |
| Dated ___________________ 2024 |
|
Signature(s)4 |
|
|
1. |
Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this Form of Proxy will be deemed to relate to all the Shares in the Company registered in your name(s). |
|
2. |
A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy. |
|
i. |
If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
|
3. |
The Shares represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no instruction is given, the proxy will vote the Shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. With regard to the items listed on the agenda and without any explicit instructions to the contrary, the Chairman of the Meeting as proxy holder will vote all resolutions in accordance with the recommendation of the Board. |
|
4. |
This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under the hand of an officer or attorney duly authorized to sign the same. |
|
5. |
Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this Form of Proxy in accordance with these instructions. If you are a registered shareholder, your proxy card, to be valid, must be completed, signed and returned in the envelope provided so that it is received no later than November 27, 2024, at 5:00 p.m Eastern Time. |
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