Hello and welcome to the general meeting of shareholders of Graphjet Technology. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Chris Lai. Mr. Lai, the floor is yours.
Good morning ladies and gentlemen. I am Chris Lai, Chief Executive Officer and Chief Financial Officer of Graphjet Technology. I will preside over this extraordinary general meeting. It's my pleasure on behalf of the Board of Directors and Officers of the "Company", to extend you a warm welcome and to express our appreciation to you for virtually attending this extraordinary general meeting. It is 9:00 A.M. Eastern Time, and the extraordinary general meeting is now officially called to order. Before we move on to official business, I would like to note that virtually present today are members of our Board of Directors and senior management, as well as representatives of our outside legal counsel.
Regarding the business of the meeting, a copy of the agenda and the rules of procedure are each available via the virtual portal under the heading "Documents." The meeting will take place as described in the agenda and the rules of procedure. We will now proceed with the business portion of this meeting. We have opened the polls for voting on the proposals. Voting will only be open for just a few minutes. If you have not voted yet, or if you wish to change your vote, please follow the instructions on your screen in order to vote. The Board fixed July 3 as the record date for determining Graphjet shareholders entitled to a notice of and to vote at this extraordinary general meeting.
I have here an affidavit signed by our transfer agent, Continental Stock Transfer and Trust Company, stating that mailing commands for the extraordinary general meeting are on or about July 16, 2025. In addition, resolutions were adopted by the Board of Directors of Graphjet Technology providing for the extraordinary general meeting to be held virtually and directing that notice be given as provided in the bylaws. Finally, the alphabetical list of shareholders of record as of the close of business on July 3, 2025, who were entitled to vote is available during the meeting for inspection by shareholders via the virtual portal under the heading "Documents." I hereby appoint Desiree Carlo of Laurel Hill to serve as the Inspector of Election for this meeting. We will tabulate the result of the voting. Ms. Carlo, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?
Mr. Lai, there were 148,037,022 shares entitled to vote as of the July 3, 2025 record date, and there are 85,436,163 shares or 57.713% present virtually or represented by proxy at this meeting.
Thank you, Ms. Carlo. On the basis of the report of the Secretary and Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened.
The first matter to be acted upon is a proposal to approve as a special resolution to approve as an ordinary resolution the redesignation and reclassification of the company's authorized share capital from $50,000 divided into 479 million Class A ordinary shares of $0.0001 per share, 20 million Class B ordinary shares of $0.001 per share, and 1 million preference shares of $0.0001 per share to $50,000 of 500 million Class A ordinary shares of $0.001 per share, with each Class A ordinary share, Class B ordinary share, and preference share, whether in issue or not, being redesignated and reclassified into equal numbers of Class A ordinary shares, each having the rights and privileges attaching to such Class A ordinary shares as set out in and being subject to the limitations more particularly set forth in the company's AR and MA.
The matter to be acted upon is to approve as an ordinary resolution in accordance with Article 9 of the company's current amended and restated Memorandum and Articles of Association, the consolidation of every issued and unissued Class A ordinary share, par value of $0.001 per share of the company at a ratio within the range of not less than one for 50 and not greater than one for 150, with the exact ratio to be determined by further action at the discretion of the Board.
To be effective on the day on or prior to August 13, as may be determined by the Board and announced by the company, so that a shareholder holding every 50 to 150 new Class A ordinary shares will hold one new Class A ordinary share of par value ranging from $0.005 to $0.015 each, with such post-consolidation Class A ordinary shares having the same right being subject to the same restriction as pre-consolidation Class A ordinary shares as set out in the AR and Memorandum and Articles of the company in effect at the time of the effective date. Any fractional shares created as a result of the share consolidation would be rounded up to the nearest whole share.
In respect of any and all fractional entitlements to the issued consolidated shares of the company resulting from the share consolidation, the Board be authorized to settle as it considers expedient any difficulty which arises in relation to the share consolidation, including but not without prejudice to the generality of the foregoing rounding up fractions of shares issued to or registered in the name of such shareholders of the company following or as a result of the share consolidation to the nearest whole share, and/or capitalizing any or any part of any amount for the time being standing to the credit of any reserve or fund to the company, including its share premium account and profit and loss account, whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of the company to round out any fractions of shares issued to or registered in the name of such shareholders of the company following or as a result of the share consolidation.
The 3rd matter to be acted upon is immediately following the share reorganization being effected to approve a special resolution, the proposal to adopt amended and restated Memorandum and Articles of Association in the form annexed to this proxy statement in substitution for and to the execution of the company's existing Memorandum and Articles of Association, to reflect the share capital reorganization, the share consolidation, and the terms of the new Class A ordinary shares.
The 4th to be acted upon is to approve as an ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates or indefinitely, if necessary or convenient, either to permit further solicitation and vote of proxies in the event there are insufficient votes for or otherwise in connection with the approval of any of the foregoing proposal or if the Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the other proposals, which we call adjourned proposals. Okay, the polls for voting on this matter are open. If you have not voted yet or if you wish to change your vote, please follow the instruction on your screen in order to vote. The polls are still open but will be closing shortly.
I now declare the polls closed and ask the Inspector of Election, Ms. Carlo, to provide her preliminary report.
Thank you. The balloting votes have been counted, and the preliminary results as to the share capital reorganization proposal are that holders of at least two-thirds of all the votes cast by shareholders present and eligible to vote have voted for the approval of the share capital reorganization proposal. The balloting votes have been counted, and the preliminary results as to the share consolidation are that holders of at least two-thirds of all the votes cast by shareholders present and eligible to vote have voted for the approval of the share consolidation proposal. The balloting votes have been counted, and the preliminary results as to the charter amendment proposal are that holders of at least two-thirds of all the votes cast by shareholders present and eligible to vote have voted for the approval of the charter amendment proposal.
I hereby declare that the share capital reorganization proposal, the share consolidation proposal, and the charter amendment proposal have been approved. The Inspector of Election is directed to submit a certificate of Inspector of Election of the final vote count with respect to the matters voted on today, which shall be included with the minutes of this meeting. As there is no other business to come before this meeting, this concludes our meeting and the meeting is officially adjourned. I would again like to express my sincere appreciation to the shareholders who attended this meeting virtually, as well as those who submitted their proxies but were not able to join us today. Thank you.
This concludes the meeting. You may now disconnect.