AirNet Announces Extraordinary General Meeting Date and Proposed ADS Ratio Change
HOUSTON, Nov. 4, 2022 /PRNewswire/ -- AirNet Technology Inc., formerly known as AirMedia Group Inc. ("AirNet" or the "Company") (Nasdaq: ANTE), today announced it has called an extraordinary general meeting of shareholders (the "EGM"), to be held at Suite 301, No. 26 Dongzhimenwai Street, Chaoyang District, Beijing 100027, People's Republic of China on November 30, 2022 at 10:00 A.M. (Beijing time). The proposal to be submitted for shareholders' approval at the extraordinary general meeting is to consider and vote on the resolution to consolidate every forty of the authorized (whether issued or unissued) shares of each class of par value of US$0.001 each in the capital of the Company into one share of the same class of par value of US$0.04 each ("Share Consolidation"), such that following and as a result of the Share Consolidation, the authorized share capital of the Company will be US$1,000,000 divided into 22,500,000 ordinary shares of a nominal or par value of US$0.04 each and 2,500,000 preferred shares of a nominal or par value of US$0.04 each.
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 has been set as November 7, 2022. Holders of record of the Company's ordinary shares at the close of business on the Record Date are entitled to attend the extraordinary general meeting and any adjournment or postponement thereof in person.
Subject to the approval of Share Consolidation at the EGM, the Share Consolidation will be effective at 5:00 P.M., on December 9, 2022 (U.S. Eastern time). Any fractional shares held by any shareholder following and as a result of upon the Share Consolidation will be rounded up to the next whole number, by means of the Company issuing to such shareholder such additional fraction of a share (with a par value of US$0.04), credited as fully paid, as shall be necessary to achieve such whole number.
The Board has also approved, conditional upon the Share Consolidation, to change the ratio of its American Depositary Receipts representing ordinary shares of the Company from one (1) American depositary share ("ADS") for ten (10) ordinary shares of the Company to one (1) ADS for one (1) ordinary share of the Company (the "ADS Ratio Change"). No physical action by ADS holders will be required to effect the ratio change, as the change will be effected on the books of the depositary. The effect of the ratio change on the ADS trading price on the Nasdaq Capital Market is expected to take place at the open of business on December 12, 2022, assuming the Share Consolidation is approved at the extraordinary general meeting on November 30, 2022.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of 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," "is expected to," "anticipates," "aim," "future," "intends," "plans," "believes," "are likely to," "estimates," "may," "should" and similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements are based upon management's current expectations and current market and operating conditions, and involve inherent risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company's control, which may cause its actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this announcement is as of the date of this announcement, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.
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SOURCE AirNet Technology Inc.
