Linkage Global Inc (NASDAQ:LGCB), a retail-catalog and mail-order house company, has announced the successful re-election of its board members and a significant reclassification of its share capital at its recent Annual General Meeting (AGM) held on Monday. The Tokyo-based company, which operates under the organization name 07 Trade & Services and is incorporated in the Cayman Islands, has also appointed HTL International, LLC as its independent registered public accounting firm for the fiscal year ended September 30, 2024.
The re-elected directors will hold office until the next AGM or until they are earlier removed in accordance with the company's articles of association. In addition to this, the shareholders passed an ordinary resolution for the Share Capital Reorganization, which will see the company's authorized share capital re-designated and re-classified into two distinct classes: Class A ordinary shares and Class B ordinary shares, both with a par value of US$0.00025 each.
Post-reorganization, Linkage Global's authorized share capital will be divided into 195,000,000 Class A ordinary shares and 5,000,000 Class B ordinary shares. The Class B shares will carry 20 votes per share, compared to one vote per share for Class A, and will be convertible into Class A shares at the option of the holder.
The AGM also led to the adoption of an amended and restated memorandum and articles of association. This update reflects the Share Capital Reorganization and delineates the rights and privileges of holders of Class A and Class B shares. It includes provisions such as the non-convertibility of Class A shares into any other class, the option for Class B shares to convert into Class A shares, the ability for directors to remove a colleague via resolution, and the facilitation of share transfers in accordance with the laws applicable to a "Designated Stock Exchange."
Linkage Global will file the amended and restated memorandum and articles of association with the Companies Register of the Cayman Islands, and the changes will be reflected with The Nasdaq Stock Market. This press release statement serves as the source of the information provided.
In other recent news, Linkage Global Inc has announced its 2024 Annual General Meeting of Shareholders. The meeting is set to take place in Tokyo, Japan, where the company's principal executive office is situated. This announcement was accompanied by a notice and proxy statement, as well as a form of proxy card for shareholder voting related to the meeting's agenda.
CEO, Director, and Chairman of the Board of Directors, Zhihua Wu, endorsed the report, emphasizing the importance of the upcoming event. The SEC filing will provide shareholders with pertinent details about the meeting, including items for discussion and the decision-making process. Notably, Linkage Global Inc has not yet disclosed any specifics about the meeting's agenda or any proposals to be voted upon.
InvestingPro Insights
As Linkage Global Inc (NASDAQ:LGCB) implements significant changes to its share structure and board composition, investors should be aware of the company's current financial situation. According to InvestingPro data, LGCB's market capitalization stands at a modest $5.75 million, reflecting its small-cap status. The company's revenue for the last twelve months as of Q2 2024 was $8.5 million, but it experienced a substantial revenue decline of 62.45% during this period.
InvestingPro Tips highlight that LGCB's stock has taken a significant hit recently, with a 14.54% drop in the past week and a staggering 79.58% decline over the last month. This volatility aligns with the tip indicating that the stock generally trades with high price volatility. Despite these challenges, one positive note is that LGCB's liquid assets exceed its short-term obligations, which could provide some financial flexibility as the company navigates its restructuring.
For investors seeking a more comprehensive analysis, InvestingPro offers 13 additional tips for LGCB, providing a deeper understanding of the company's financial health and market position.
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