eFuture Announces Extraordinary General Meeting of Shareholders
November 10 2016 - 8:00AM
eFuture Holding Inc. (“eFuture” or the “Company”)
(NASDAQ:EFUT), a leading software and solution provider and a
mobile business enabler to China's retail and consumer goods
industries, today announced that it has called an extraordinary
general meeting of shareholders (the “EGM”), to be held
at 10 a.m. Beijing Time on December 20, 2016, at the
Company’s offices at Room A1103, A1105, A1106-07, Building A,
Chengjian Plaza, No. 18 Beitaipingzhuang Road,
Beijing, People's Republic of China, to consider and vote on,
among other things, the proposal to authorize and approve the
previously announced agreement and plan of merger (the “Merger
Agreement”) dated September 23, 2016, by and among Shiji
(Hong Kong) Limited ("Parent"), eFuture CI Limited ("Merger
Subsidiary"), a wholly-owned subsidiary of Parent, and the
Company, the plan of merger required to be filed with the Registrar
of Companies of the Cayman Islands, substantially in the form
attached as Appendix I to the Merger Agreement (the “Plan of
Merger”) and the transactions contemplated thereby (including the
Merger, as defined below).
Pursuant to the Merger Agreement and the Plan of
Merger, Merger Subsidiary will merge with and into the Company
(the “Merger”), with the Company continuing as the surviving
company and a wholly-owned subsidiary of Parent in accordance with
Cayman Islands Companies Law. If completed, the Merger will
result in the Company becoming a privately held
company. eFuture’s ordinary shares (the “Shares”)
will no longer be listed on NASDAQ Capital Market. In
addition, the Shares will cease to be registered under
Section 12 of the Securities Exchange Act of 1934.
The special committee, composed solely of
independent directors, acting with full power and authority
delegated by the board of directors of the
Company, unanimously approved and
authorized the Company entering into the Merger
Agreement, the Plan of Merger and
the transactions contemplated thereby (including the
Merger) and resolved to recommend that the
Company’s shareholders vote FOR, among other
things, the proposal to authorize and approve the Merger
Agreement, the Plan of Merger, and
the transactions contemplated thereby (including the
Merger).
Shareholders of record as of the close of business
in the Cayman Islands on November 9, 2016 will be
entitled to attend and vote at the EGM.
Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on
Schedule 13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the
Securities and Exchange Commission (“SEC”), which can be obtained,
along with other filings containing information about the Company,
the proposed Merger and related matters, without charge, from the
SEC’s website (http://www.sec.gov). In addition, the Company’s
proxy materials (including the definitive proxy statement) will be
mailed to shareholders.
INVESTORS AND SHAREHOLDERS ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER
MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
ABOUT EFUTURE HOLDING INC.
eFuture Holding Inc. (Nasdaq:EFUT) is a leading
software and solution provider and a mobile business
enabler to China's retail and consumer goods industries.
eFuture's clients include 1,000+ active retailers with more than
50,000 physical stores across China, of which about
45% were ranked among the top 100 chain retailers during 2015.
For more information about eFuture, please visit
http://www.e-future.com.cn.
SAFE HARBOR
This announcement contains forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates” and similar statements. eFuture may also
make written or oral forward-looking statements in periodic reports
to the Securities and Exchange Commission (the “SEC”), in its
annual report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to second parties. Statements that are not historical
facts, including statements about the Company’s beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: eFuture’s anticipated growth strategies;
eFuture’s future business development, results of operations and
financial condition; expected changes in the Company’s revenue and
certain cost or expense items; eFuture’s ability to attract clients
and leverage its brand; trends and competition in the software
industry; the Company’s ability to control expenses and maintain
profit margins; the Company’s ability to hire, train and retain
qualified managerial and other employees; the Company’s ability to
develop new software and pilot new business models at desirable
locations in a timely and cost-effective manner; the performance of
third parties under contracts with the Company; the expected growth
of the Chinese economy software market in retail and consumer goods
industries; and Chinese governmental policies relating to private
managers and operators of software and applicable tax rates.
Further information regarding these and other risks
will be included in eFuture’s annual report on Form 20-F and other
documents filed with the SEC. All information provided in this
press release and in the attachments is as of the date hereof,
and the Company undertakes no duty to update such information or
any other forward-looking information, except as required under
applicable law.
Investor Contact:
Troe Wen, Company Secretary
eFuture Holding Inc.
+86 10 50916128
ir@e-future.com.cn
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