ETAO International Co., Ltd. (NASDAQ: ETAO), today announced that a 1 for 20 reverse split of its ordinary shares, an increase of authorized shares and the alteration to the share capital of the Company were approved by the Company’s shareholders on February 16, 2024 and is expected to become effective on or around March 26, 2024.
Upon the effectiveness of the reverse share split, ETAO shareholders will receive one new ordinary share of ETAO for every twenty shares they hold. ETAO’s ordinary shares are expected to begin trading on a split-adjusted basis when the market opens on March 26, 2024.
The reverse share split is expected to lead ETAO’s ordinary shares to trade at approximately twenty times the price per share at which it trades prior to the effectiveness of the reverse share split. ETAO, however, cannot assure that the price of its Class A ordinary shares after the reverse split will reflect the 1-for-20 reverse split ratio, that the price per share following the effective time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price.
Following the 1-for-20 reverse split, the increase of authorized shares, and the alteration of the share capital, the Company’s authorized issued share capital consists of (i) 200,000,000 ordinary shares, par value US$0.002 each, designated as 150,000,000 Class A ordinary shares, par value US$0.002 each (the “Class A Ordinary Shares“) and 50,000,000 Class B ordinary shares, par value US$0.002 each (the “Class B Ordinary Shares“); and (ii) 50,000,000 preferred shares (the “Preferred Shares“), par value US$0.002 each.
Except for 49,613,200 ordinary shares beneficially owned by Mr. Wensheng Liu, the CEO and the Chairman of ETAO, each outstanding ordinary shares of ETAO will be re-designated into one Class A Ordinary Shares. Each ordinary shares beneficially owned by Mr. Wensehng Liu will be re-designated into one Class B Ordinary Shares. Each Class A ordinary share is entitled to one (1) vote, and each Class B Ordinary Share is entitled to thirty (30) votes. Prior to the re-designation, Mr. Liu had 48.5% of the total voting power. Immediately following the re-designation, Mr. Liu will have 86.7% of the total voting power.
The Class A Ordinary Shares of ETAO will continue to trade on the Nasdaq Capital Market under the symbol “ETAO”.
Company has adopted the Amended and Restated Articles and Memorandum of Association in connection with the reverse share split, increase of authorized shares and the alteration to the share capital.
Treatment of Stock Options and Restricted Shares
The number of ordinary shares into which ETAO ‘s outstanding stock options and restricted shares as well as the options’ relevant exercise price per share will be proportionally adjusted to reflect the reverse split.
Fractional Shares
Any fractional shares that would have resulted because of the reverse split will be rounded up to the nearest whole share.
New Ordinary Share Certificates
ETAO will adopt a new share certificate in connection with the implementation of the reverse share split. ETAO’s transfer agent, Continental Stock Transfer & Trust Company, will manage the exchange of share certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their old certificates as soon as practicable following the effectiveness of the reverse split. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from Continental Stock Transfer & Trust Company. Shareholders who hold their shares through a securities broker or nominee (i.e., in “street name”) will be contacted by their brokers or nominees with any instructions.
For more information, shareholders and securities brokers should contact Continental Stock Transfer & Trust Company at 212-845-5294.
About ETAO
ETAO International Co., Ltd., a Cayman Islands company, aims to be the world’s leading digital healthcare group providing telemedicine, hospital care, primary care, pharmacy, and health insurance covering all life stages of patients. “ETAO” brand means “Best Medical Way” with transformative medical care and unparalleled service. ETAO is a holding company incorporated in the Cayman Islands with no material operations. ETAO conducts the operations primarily through the affiliated entities in China.
