NIP Group announces results of extraordinary general meeting

NIP Group (NIPG) announced that the Company’s extraordinary general meeting of shareholders was held in Hong Kong on July 25. During the EGM, the following proposed resolutions were duly passed: by a special resolution that, subject to the passing of Resolution 5, the Company’s authorized share capital be increased FROM $50,000 divided into 500,000,000 shares comprising 461,995,682 Class A ordinary shares of a par value of $0.0001 each, 24,641,937 Class B1 ordinary shares of a par value of $0.0001 each, and 13,362,381 Class B2 ordinary shares of a par value of $0.0001 each, each of such class or classes as the Company’s board of directors may determine in accordance with the memorandum and articles of association of the Company then in effect TO $200,000 divided into 2,000,000,000 shares comprising 1,847,982,728 Class A Ordinary Shares, 98,567,748 Class B1 Ordinary Shares, and 53,449,524 Class B2 Ordinary Shares, each of such class or classes as the Company’s board of directors may determine in accordance with the memorandum and articles of association of the Company then in effect, by the creation of 1,385,987,046 Class A Ordinary Shares, 73,925,811 Class B1 Ordinary Shares, and 40,087,143 Class B2 Ordinary Shares. By a special resolution that, subject to the passing of Resolution 5 and the relevant class consents being obtained as determined by the board of directors of the Company, Articles 6.3(b) and 6.3(c) of the eighth amended and restated memorandum and articles of association of the Company currently in effect be amended by changing the threshold for automatic conversion of Class B Ordinary Shares into Class A Ordinary Shares from five percent to two percent, such that following the Automatic Conversion Threshold Change, all of the Class B Ordinary Shares held by a holder and its Affiliates shall automatically convert into an equivalent number of Class A Ordinary Shares if such holder holds less than two percent of the issued shares of the Company. By a special resolution that, subject to the passing of Resolution 5 and the relevant class consents being obtained as determined by the Board of Directors, Article 29 of the Current M&A be amended by changing the number of directors from “shall not be more than seven and there shall be no minimum number of Directors” to “shall not be less than three Directors, and there shall be no maximum number of Directors”; amending the definition of “Member Appointed Director” to one Director appointed by each Class B Majority Holder; amending the shareholder approval requirement for revoking and terminating the Company’s chief executive officer’s appointment to ordinary resolution of the Company and a resolution passed by a majority of not less than eighty percent of holders of Class A Ordinary Shares and the unanimous consent of the holders of either Class B1 Ordinary Shares or Class B2 Ordinary Shares; and removing the shareholder resolution requirement for varying the terms of the chief executive officer’s appointment. By a special resolution that, subject to the passing of Resolution 5 and the relevant class consents being obtained as determined by the Board of Directors, Article 32.5 of the Current M&A be amended by replacing “Founder Member Appointed Director” with “Director who is also a holder of Class B Shares.” By a special resolution that the Company’s Current M&A be amended and restated by the deletion in their entirety and by the substitution in their place of the Ninth Amended and Restated Memorandum and Articles of Association in the form attached as Exhibit A to the notice of EGM to reflect the proposed amendments set out in the foregoing Resolutions 1-4. By an ordinary resolution that the Company give, make, sign, execute and deliver all such agreements, letters, notices, certificates, acknowledgements, instructions and other documents in relation to the matters contemplated in the foregoing resolutions as may be considered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in the foregoing resolutions, and any one director or officer or the registered office provider of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such director or officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.