BEIJING, Feb. 24,
2025 /PRNewswire/ -- WiMi Hologram Cloud Inc.
(Nasdaq: WIMI) ("WiMi" or the "Company"), a leading AR services
provider in China, today announced
that it will (i) terminate the Deposit Agreement dated March 20, 2020, among the Company, JPMorgan Chase
Bank N.A. (the "Depositary"), and the holders of American
depositary shares (the "ADSs") from time to time, effective
April 2, 2025, and (ii) hold its
extraordinary general meeting of shareholders (the "EGM") at
Room#1508, 4th Building, Zhubang 2000 Business Center, No. 97,
Balizhuang Xili, Chaoyang District, Beijing on March 25,
2025 at 9:00 a.m. Beijing
Time. The Company's board of directors has fixed February 24, 2025, as the record date (the
"Record Date") for determining the shareholders entitled to receive
notice of the extraordinary general meeting or any adjournment or
postponement thereof. Holders of the Company's Class A ordinary
shares (the "Class A ordinary shares") and Class B ordinary shares
(the "Class B ordinary shares"), par value US$0.0001 per share (collective, the "ordinary
shares") of record at the close of business on the Record Date are
entitled to attend and vote at the EGM. Holders of American
Depositary Shares (the "ADSs") who wish to exercise their voting
rights for the underlying Class B ordinary shares must act through
JPMorgan Chase Bank, N.A., the depositary of the Company's ADS
program.
On or about February 24, 2025, the
Depositary of the Company's American depositary receipts (the
"ADRs"), will distribute to all holders and beneficial owners of
the Company's ADRs a notification regarding the termination of ADR
facility for the Company's ADSs pursuant to the Deposit Agreement.
The effective date of the termination of the Deposit Agreement will
be April 2, 2025 (the "Effective
Date"). On the Effective Date, holders of ADSs will have their ADSs
automatically cancelled and would be entitled to receive the
corresponding underlying Deposited Securities (the "Mandatory
Exchange") at a rate of two (2) Class B ordinary shares for each
ADS cancelled, subject to further adjustment in accordance with the
share consolidation (defined below) described below.
Subject to shareholder approval at the EGM and concurrent to the
Mandatory Exchange, a consolidation of the Company's Shares at a
ratio of one (1) consolidated ordinary share for every twenty (20)
existing ordinary share (the "share consolidation"). If the
share consolidation is approved, on the Effective Date, former ADS
holders should expect to receive one (1) consolidated Class B
ordinary share for every ten (10) ADS previously held. If the
share consolidation is not approved or delayed, on the Effective
Date, former ADS holders should expect to receive two (2) existing
Class B ordinary shares for every one (1) ADS previously held.
At the EGM, shareholders will be asked for vote on the following
proposals:
(i) With effect from
5 P.M. on April 2, 2025, Eastern time, (a) every twenty (20) Class A
ordinary shares of a par value of US$0.0001 each in the Company's issued and
unissued share capital be and are hereby consolidated into one (1)
Class A ordinary share (each a "consolidated Class A share") of a
par value of US$0.002, and such
consolidated Class A shares shall have the same rights and subject
to the same restrictions as the Class A ordinary shares as set out
in the Company's currently effective Second Amended and Restated
Memorandum and Articles of Association (the "M&A"), (b) every
twenty (20) Class B ordinary shares of a par value of US$0.0001 each in the Company's issued and
unissued share capital be and are hereby consolidated into one (1)
Class B ordinary share (each a "consolidated Class B share") of a
par value of US$0.002, and such
consolidated Class B shares shall have the same rights and subject
to the same restrictions as the Class B ordinary shares as set out
in the Company's M&A, and (c) every twenty (20) undesignated
shares of a par value of US$0.0001 each in the Company's unissued
share capital be and are hereby consolidated into one (1) share of
a par value of US$0.002 (collectively, the "share consolidation"),
such that immediately following the share consolidation, the
authorized share capital of the Company shall be changed
FROM
US$50,000 divided
into 500,000,000 shares comprising (i) 25,000,000 Class A ordinary
shares of a par value of US$0.0001
each; (ii) 275,000,000 Class B ordinary shares of a par value of
US$0.0001 each; and (iii) 200,000,000
shares of a par value of US$0.0001
each of such class or classes (however designated) as the board of
directors may determine;
TO
US$50,000 divided
into 25,000,000 shares comprising (i) 1,250,000 Class A ordinary
shares of a par value of US$0.002
each; (ii) 13,750,000 Class B ordinary shares of a par value of
US$0.002 each; and (iii) 10,000,000
shares of a par value of US$0.002
each of such class or classes (however designated) as the board of
directors may determine, and no fractional shares be issued in
connection with the share consolidation and 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.
(ii) Immediately following the
share consolidation, the authorized share capital of the Company be
increased
FROM US$50,000 divided into 25,000,000 shares
comprising (i) 1,250,000 Class A ordinary shares of a par value of
US$0.002 each; (ii) 13,750,000 Class
B ordinary shares of a par value of US$0.002 each; and (iii) 10,000,000 shares with a
par value of US$0.002 each of such
class or classes (however designated) as the board of directors may
determine.
TO US$1,500,000 divided into 750,000,000 shares
comprising (i) 37,500,000 Class A ordinary shares of a par value of
US$0.002 each; (ii) 412,500,000 Class
B ordinary shares of a par value of US$0.002 each; and (iii) 300,000,000 shares with
a par value of US$0.002 each of such
class or classes (however designated) as the board of directors may
determine.
(the "share capital increase".)
(iii) any one or more of Directors
of the Company be and is/are hereby authorized to do all such acts
and things and execute all such documents, which are ancillary to
the share consolidation and share capital increase and of
administrative nature, on behalf of the Company, including under
seal where applicable, as he/they consider necessary, desirable or
expedient to give effect to the foregoing arrangements for the
share consolidation and share capital increase; the Company's
registered office provider be instructed to make all necessary
filings with the Companies Registry in the Cayman Islands in connection with the share
consolidation and share capital increase; and the Company's share
registrar be instructed to update the register of members of the
Company and that upon the surrender to the Company of the existing
share certificates (if any) that they be cancelled and that any
Director be instructed to prepare, sign, seal and deliver on behalf
of the Company new share certificates accordingly.
Shareholders and ADS holders may obtain a copy of the Company's
annual report, free of charge, from the Company's website at
http://ir.wimiar.com/ and from the SEC's website at www.sec.gov, or
by contacting WiMi Hologram Cloud Inc., Room#1508, 4th Building,
Zhubang 2000 Business Center, No. 97, Balizhuang Xili, Chaoyang
District , telephone: +86-10-5338-4913,
email: Pr@wimiar.com
About WIMI Hologram Cloud Inc.
WiMi Hologram Cloud, Inc.(NASDAQ:WIMI), whose commercial
operations began in 2015, operates an integrated holographic AR
application platform in China and
has built a comprehensive and diversified holographic AR content
library among all holographic AR solution providers in China. Its extensive portfolio includes 4,654
AR holographic contents. The company has also achieved a speed of
image processing that is 80 percent faster than the industry
average. While most peer companies may identify and capture 40 to
50 blocks of image data within a specific space unit, WiMi collects
500 to 550 data blocks.
Safe Harbor Statement
This press release contains "forward-looking statements" within
the meaning of the 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.
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. Further information regarding these and other risks
is included in the Company's annual report on Form 20-F and current
report on Form 6-K and other documents filed with the SEC. All
information provided in this press release is as of the date of
this press release, and the Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable laws.
For more information, please visit
http://ir.wimiar.com/.
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SOURCE WiMi Hologram Cloud Inc.