Lucas GC Limited (LGCL) Earnings Call Transcript & Summary

[Audio Gap] Shareholder Meeting for Lucas GC Limited. Here, we have Mr. Howard Lee, Chairman and CEO of Lucas GC Limited, who will be representing the company today. If you have any questions for the company, please raise them via the Q&A function present on your screen, and I will forward them to the company who will answer them during the call. Also during the call, you will have the opportunity to cast your votes as described in the proxy statement. You must follow those instructions to do so or modify any votes you may have submitted. If you have already voted, you do not need to change your vote. If there are no further questions, I will let Howard take over the meeting.

Thanks, Jon. Hello, fellow shareholders. Here, we are today for the EGM shareholder meeting for Lucas GC Limited. I'm sure you have received the proxy materials, which we have the following 4 proposals: Proposal 1, to consider and approve as an ordinary resolution to change the authorized shares capital from $50,000 divided into 250 million shares of a par value of 0.0002 each, comprising of 235 million Class A ordinary shares of same par value each and 50 million Class B ordinary shares of the same par value to $500,000 divided into 2.5 billion shares of 0.0002 each, comprising 2.475 billion Class A ordinary shares of the same par value and 25 million Class B ordinary shares of the same par value. This proposal is to give the company flexibility to issue more shares to support our merger and acquisition initiatives should there are attractive targets that can enhance the shareholder values available. So we recommend that you vote for the approval of the share capital change. Proposal 2, to consider and approve as an ordinary resolution to: one, implement a share consolidation of ordinary shares par value of 0.0002 each and whereby all the issued and outstanding and issued ordinary shares in the authorized shares capital of the company be consolidated at any one time or multiple times during a period of up to 2 years of the date of today's EGM and the exact consolidation ratio and effective time as the Board of the Directors of the company may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations shall not be more than [ 5000:1 ]. Second, authorize the Board as an absolute and sole discretion to either, a, implement one or more share consolidations and determine the exact consolidation ratio and effective date of such share consolidations during a period of 2 years of the day of today's EGM; or b, elect not to implement any share consolidation during a period of 2 years of today's EGM. Third, authorize the Board to settle as the Board considers experience any difficulty which arises in relation to the share consolidations so that no fractional shares be issued in connection with the share consolidations and all of the fractional shares resulting from the shares consolidation will be run up to the whole number of shares. And fourth, if and when deemed advisable by the Board in its sole discretion to authorize any director or officer of the company for and on behalf of the company to do all such other acts and things and execute all documents necessary or desirable to implement share consolidations. For that, we recommend that you vote for the approval of the share consolidation. Proposal 3, subject to the approval by the shareholders of the share capital change to consider and approve as a special resolution to amend and restate the existing amended and restated memorandum and Articles of Association of the company by the dilution in their entirety and the substitution in the place of the amended and restated memorandum and Articles of Association of the company as annex A in the proxy materials made available to you, which incorporate amendments, including but not limited to the share change with immediate effect. And we recommend that you vote for the approval of the amended and restated memorandum and Articles Association. Proposal 4, subject to the approval by the shareholders of a share capital change and shares consolidations to consider and approve as a special resolution that conditional upon the implementation of a share consolidation with the exact consolidation ratio and the effective date of such share consolidations as determined by the Board, the adaptation of an amended and restated memorandum and Articles Association in substitution for and to the exclusion of the company's memorandum and Articles of Associations in effect immediately prior to the implementation of such share consolidation to reflect such share consolidation. For that, we recommend that you vote for the approval of this proposal 4. So now I will take questions from the floor. Jon, any questions submitted so far?

There have been no questions submitted.

Okay. So any questions from the audience that you may want to raise, please do so right now. Okay. With there no further questions, I will declare that we have reached a quorum, which means that the shareholder meetings today complies with the terms and conditions stated in our memorandum and Articles of Association. The final results of the votes will be disclosed in a 6-K filing that we intend to file within the coming days. So thanks again, everyone, for joining the call, and we will speak again in the future. Goodbye.