お知らせ • 3h
Smart Logistics Global Limited Adopts Amended And Restated Memorandum And Articles Of Association Reflecting Dual-Class Share Structure
Smart Logistics Global Limited convened its annual general meeting of shareholders on July 10, 2026, where shareholders adopted resolutions approving all six proposals considered at the meeting. The shareholders approved the re-designation and re-classification of all of the 156,000,000,000 shares of a par value HKD 0.0001 each in the share capital of the company, whether issued or unissued, into 155,900,000,000 class A ordinary shares of a par value HKD 0.0001 each and 100,000,000 class B ordinary shares of a par value HKD 0.0001 each, such that the authorized share capital of the company shall be re-designated and re-classified into HKD 15,600,000.00 divided into 155,900,000,000 class A ordinary shares, each entitled to one (1) vote, and 100,000,000 class B ordinary shares, each entitled to fifty (50) votes. Upon the share re-designation becoming effective, 20,000,000 existing shares held by ASL Ventures Limited will be re-designated and re-classified into 20,000,000 class B ordinary shares with 50 votes per class B ordinary share held by ASL Ventures Limited and the remaining issued existing shares will be re-designated and re-classified into class A ordinary shares with 1 vote per class A ordinary share, on a one for one basis. The company also approved the adoption of the new amended and restated memorandum and articles of association to reflect the dual-class share structure and set out the rights and privileges of class A ordinary shares and class B ordinary shares. The new amended and restated memorandum and articles of association were filed with the Companies Register of the Cayman Islands. The change from ordinary shares to class A ordinary shares was reflected with the Nasdaq Capital Market and in the marketplace at the open of business on July 10, 2026, whereupon the class A ordinary shares began trading. The company's class A ordinary shares continue to trade under the current symbol "SLGB", with the existing CUSIP number, G82195101, which was assigned to the company's ordinary shares prior to the share re-designation and was amended to be associated with the company's class A ordinary shares. The class A ordinary shares and the class B ordinary shares shall carry equal rights and rank pari passu with one another other than as set out in the articles. Holders of class A ordinary shares and class B ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of the company. Holders of shares of class A ordinary shares and class B ordinary shares shall, at all times, vote together as a single class on all matters submitted to a vote for members' consent. Each class A ordinary share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the company; whereas, each class B ordinary share shall be entitled to fifty (50) votes on all matters subject to the vote at general meetings of the company. Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the statutes, a holder of class B ordinary shares shall have the conversion right in respect of each class B ordinary share. Each class B ordinary share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid class A ordinary share calculated at the conversion rate. Upon any sale, transfer, assignment or disposition of class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder or already a holder of class B ordinary shares, such class B ordinary shares validly transferred to the new holder shall be automatically and immediately converted into an equal number of class A ordinary shares.