eFuture Announces Shareholders Vote to Approve Going Private Transaction
2016年12月20日 - 10:00PM
eFuture Holding Inc. (“eFuture” or the “Company”)
(NASDAQ:EFUT), a leading software and solution provider and a
mobile business enabler to China's retail and consumer goods
industries, today announced that the Company’s shareholders voted
in favor of, among others, the proposal to authorize and approve
(i) the previously announced agreement and plan of merger (the
“Merger Agreement”) dated September 23, 2016 by and among Shiji
(Hong Kong) Limited (“Parent”), eFuture CI Limited (“Merger Sub”)
and the Company, pursuant to which Merger Sub will be merged with
and into the Company with the Company continuing as the surviving
company and a wholly-owned subsidiary of Parent after the merger
(the “Merger”), (ii) the plan of merger required to be filed with
the Registrar of Companies of the Cayman Islands, substantially in
the form attached to the Merger Agreement (the “Plan of Merger”),
and (iii) the transactions contemplated by the Merger Agreement,
including the Merger.
Of the Company’s ordinary shares entitled to vote at the
extraordinary general meeting (the “EGM”), approximately 66.44% of
such shares were voted in person or by proxy at today’s meeting,
representing more than a quorum. The proposal to approve the Merger
Agreement, the Plan of Merger and the Merger and the transactions
contemplated thereby, including the Merger, received approval from
approximately 95.74% of the ordinary shares present and voting in
person or by proxy at the EGM. The other two proposals, which are
(1) the proposal to approve the authorization of the Special
Committee of the Company to do all things necessary to give effect
to the Merger Agreement, the Plan of Merger and the transactions
contemplated by the Merger Agreement, including the Merger, the
variation of the authorized share capital of the Company and the
adoption of the amended and restated memorandum and articles of
association of the Company, received approval from approximately
95.74% of the ordinary shares present and voting in person or by
proxy at the EGM, and (2) the proposal to approve the EGM being
adjourned in order to allow the Company to solicit additional
proxies in the event that there are insufficient proxies received
at the time of the EGM to pass the special resolutions, also
received approval from approximately 95.74% of the ordinary shares
present and voting in person or by proxy at the EGM.
Accordingly, all three proposals were duly and validly
authorized and approved by the shareholders of the Company (the
first two proposals as special resolutions, which require the
affirmative vote of a two-thirds majority of the voting power
represented by the ordinary shares of the Company present and
voting in person or by proxy at the EGM, and the third proposal as
an ordinary resolution, which requires the affirmative vote of a
simple majority of the voting power represented by the ordinary
shares of the Company present and voting in person or by proxy at
the EGM), in compliance with the Companies Law of the Cayman
Islands.
The parties currently expect to complete the merger as soon as
practicable, subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement. Upon completion of
the Merger, the Company will become a privately held company and
its ordinary shares will no longer be listed on the NASDAQ Capital
Market.
ABOUT EFUTURE HOLDING INC.
eFuture Holding Inc. (Nasdaq:EFUT) is a leading
software and solution provider and a mobile business
enabler to China's retail and consumer goods industries.
eFuture's clients include 1,000+ active retailers with more than
50,000 physical stores across China, of which about
45% were ranked among the top 100 chain retailers during 2015.
For more information about eFuture, please visit
http://www.e-future.com.cn.
SAFE HARBOR
This announcement contains forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates” and similar statements. eFuture may also
make written or oral forward-looking statements in periodic reports
to the Securities and Exchange Commission (the “SEC”), in its
annual report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to second parties. Statements that are not historical
facts, including statements about the Company’s beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: eFuture’s anticipated growth strategies;
eFuture’s future business development, results of operations and
financial condition; expected changes in the Company’s revenue and
certain cost or expense items; eFuture’s ability to attract clients
and leverage its brand; trends and competition in the software
industry; the Company’s ability to control expenses and maintain
profit margins; the Company’s ability to hire, train and retain
qualified managerial and other employees; the Company’s ability to
develop new software and pilot new business models at desirable
locations in a timely and cost-effective manner; the performance of
third parties under contracts with the Company; the expected growth
of the Chinese economy software market in retail and consumer goods
industries; and Chinese governmental policies relating to private
managers and operators of software and applicable tax rates.
Further information regarding these and other risks will be
included in eFuture’s annual report on Form 20-F and other
documents filed with the SEC. All information provided in this
press release and in the attachments is as of the date hereof,
and the Company undertakes no duty to update such information or
any other forward-looking information, except as required under
applicable law.
Investor Contact:
Troe Wen, Company Secretary
eFuture Holding Inc.
+86 10 50916128
ir@e-future.com.cn
eFuture Holding Inc. (NASDAQ:EFUT)
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