Exhibit 99.1
MICROCLOUD HOLOGRAM INC.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS
To Be Held on January 26, 2024
To the Shareholders of MicroCloud Hologram Inc:
NOTICE IS HEREBY GIVEN, that you are cordially
invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of shareholders of MicroCloud Hologram
Inc, a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us”
or “our”). The Extraordinary Meeting is to be held at Company headquarters located at Building A, Zhong Ke Na Neng
Building, Yue Xing Sixth Road, Nanshan District, Shenzhen, People’s Republic of China (Room TBD), to be simulcast by means of Tencent
meeting at https://meeting.tencent.com/dm/11vhUjT5luj5 (meeting ID 976 374 945) at 9:00
a.m., Beijing time, on Friday, January 26, 2024, and at any adjournment or adjournments thereof, at which the following will be proposed
as ordinary resolutions:
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1. |
THAT
with effect immediately, every ten (10) issued and unissued ordinary shares of a nominal or par value of US$0.0001 each in the
capital of the Company (the “Existing Shares”) be consolidated into one (1) share of a nominal or par value of
US$0.001 each (each a “Consolidated Share”), and such Consolidated Shares shall rank pari passu in all respects
with each other in accordance with the Company's currently effective memorandum and articles of association(the “Share Consolidation”)
such that following the Share Consolidation the authorized share capital of the Company will be changed
FROM
US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each
TO
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each, and no fractional shares be issued in connection
with the Share Consolidation and all fractional shares resulting from the Share Consolidation be rounded up to the nearest whole
number of shares. |
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2. |
THAT
immediately following the Share Consolidation, the authorized share capital of the Company be increased
FROM
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each
TO
US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each (the “Share Capital Increase”),
by the creation of an additional 450,000,000 shares of a nominal or par value of US$0.001 each to rank pari passu in all respects
with the existing shares in the capital of the Company. |
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 Extraordinary Meeting.
Only shareholders of record at
the close of business on December 9, 2023 are entitled to notice and to vote at the Extraordinary Meeting and any adjournment or postponement
thereof.
It is important that your
shares are represented at the Extraordinary Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan
to attend the Extraordinary 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 Extraordinary Meeting, or by voting in person at the Extraordinary Meeting.
If you plan to attend the Extraordinary 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 Extraordinary 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 Extraordinary Meeting and vote in person.
January 12, 2024 |
By Order of the Board of Directors, |
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/s/ Wei Peng |
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Wei Peng |
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Chairman |
IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY MEETING OF MEMBERS TO BE HELD
ON JANUARY 26, 2024
This Notice and Proxy Statement are available online at http://ir.mcholo.com/index.php/index/index.html#.
TABLE OF CONTENTS
MicroCloud hologram inc
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People’s Republic of China 518000
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 MicroCloud Hologram Inc, a Cayman Islands exempted company with limited liability (the “Company,” “we,”
“us” or “our”), for the Extraordinary Meeting of Members (the “Extraordinary Meeting”).
The Extraordinary Meeting will be held at our headquarters and simulcasted by means of Tencent meeting at https://meeting.tencent.com/dm/11vhUjT5luj5
(meeting ID 976 374 945) at 9:00 a.m., Beijing time, on Friday, January 26, 2024, and at
any adjournment or adjournments thereof.
We will send or make these proxy
materials available to shareholders on or about January 12, 2024.
GENERAL INFORMATION
Purpose of Extraordinary Meeting
The purposes of the Extraordinary
Meeting are to seek shareholder approval of the following ordinary resolutions:
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1. |
THAT
with effect immediately, every ten (10) issued and unissued ordinary shares of a nominal or par value of US$0.0001 each in the
capital of the Company (the “Existing Shares”) be consolidated into one (1) share of a nominal or par value of
US$0.001 each (each a “Consolidated Share”), and such Consolidated Shares shall rank pari passu in all respects
with each other in accordance with the Company's currently effective memorandum and articles of association (the “Share
Consolidation”) such that following the Share Consolidation the authorized share capital of the Company will be changed
FROM
US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each
TO
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each, and no fractional shares be issued in connection
with the Share Consolidation and all fractional shares resulting from the Share Consolidation be rounded up to the nearest whole
number of shares. |
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2. |
THAT
immediately following the Share Consolidation, the authorized share capital of the Company be increased
FROM
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each
TO
US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each (the “Share Capital Increase”),
by the creation of an additional 450,000,000 shares of a nominal or par value of US$0.001 each to rank pari passu in all respects
with the existing shares in the capital of the Company. |
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 Extraordinary 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 Extraordinary Meeting?
Only shareholders of record of
our ordinary shares of a par value of US$0.0001 each, as of the close of business on December 9, 2023 (the “Record Date”)
are entitled to receive notice and to attend and vote at the Extraordinary Meeting and any adjournment or postponements thereof.
Each fully paid ordinary share is entitled to one vote on each matter properly brought before the Extraordinary Meeting. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the Extraordinary 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 Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary 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 Extraordinary 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 Extraordinary
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 Extraordinary Meeting. If, within fifteen minutes from the time appointed
for our Extraordinary Meeting a quorum is not present, then the Extraordinary 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.
Votes Required
Each of the proposals requires
the affirmative vote of a simple majority of the votes cast by, or on behalf of the shareholders entitled to vote and voting on such
proposal, in person or by proxy.
How do I vote?
Your shares may only be voted at the Extraordinary Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary 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. |
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By Fax. You may vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided on the enclosed proxy. |
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 Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary 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 Extraordinary 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.
PROPOSAL NO. 1
SHARE CONSOLIDATION
Purpose of Share Consolidation
The Company’s ordinary shares are listed on The Nasdaq Capital Market under the trading symbol of “HOLO.” 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 ten-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 one-for-ten. 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$500,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.001 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 ten-for-one. In addition, the par value of ordinary
shares will be increased by the same ratio.
For example, a shareholder holding 100 ordinary shares, par value US$0.0001 before the Share Consolidation would hold 10 ordinary shares, par value US$0.001 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
No
fractional ordinary shares will be issued to any shareholders in connection with the Share Consolidation and all fractional shares resulting
from the Share Consolidation be rounded up to the nearest whole number of share.
Outstanding Warrants
As of November 30, 2023, we currently have 6,020,500 warrants issued and outstanding exercisable for one-half of an ordinary share at an exercise price of $11.50 per whole share with the expiration date of September 22, 2028.
Upon effectiveness of the Share Consolidation, each outstanding warrant of the Company shall be exercisable for 1/20 ordinary share of the Company. The exercise price of Company’s outstanding Warrants shall be increased to US$115.0 per whole share, adjusted from $11.50 prior to the Share Consolidation.
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, Transfer Online Inc., will act as exchange agent for purposes of implementing the exchange of share certificates. 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 Share Consolidation should be 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 recommends that you
vote “FOR” the following resolution by way
of an ordinary resolution:
THAT
with effect immediately, every ten (10) issued and unissued ordinary shares of a nominal or par value of US$0.0001 each in the capital
of the Company (the “Existing Shares”) be hereby consolidated into one (1) share of a nominal or par value of US$0.001
each (each a “Consolidated Share”), and such Consolidated Shares shall rank pari passu in all respects with each other
in accordance with the Company's currently effective memorandum and articles of association (the “Share Consolidation”)
such that following the Share Consolidation the authorized share capital of the Company will be changed
FROM
US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each
TO
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each[, and no fractional shares be issued in connection
with the Share Consolidation and all fractional shares resulting from the Share Consolidation be rounded up to the nearest whole number
of shares].
PROPOSAL NO. 2
SHARE CAPITAL INCREASE
The Board approved, and 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$50,000
divided into 50,000,000 shares of a nominal or par value of US$0.001 each, to US$500,000 divided into 500,000,000 shares of a nominal
or par value of US$0.001 each (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 Extraordinary Meeting is required to approve the Share Capital Increase proposal.
Recommendation of the Board
The
Board recommends that you vote “FOR” the following resolution by way of an ordinary resolution:
THAT
immediately following the Share Consolidation, the authorized share capital of the Company be increased
FROM
US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each
TO
US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each (the “Share Capital Increase”),
by the creation of an additional 450,000,000 shares of a nominal or par value of US$0.001 each to rank pari passu in all respects with
the existing shares in the capital of the Company.
OTHER MATTERS
Our Board is not aware of any business to come before the Extraordinary Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Extraordinary 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.
January 12, 2024 |
By Order of the Board of Directors |
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/s/ Wei Peng |
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Wei Peng
Chairman |
