EX-99.1 4 ex99-1.htm

 

Exhibit 99.1

 

Chijet Motor Company, Inc.

 

NOTICE OF 2024 annual GENERAL MEETING

 

To be held on June 28, 2024

 

Notice is hereby given that the 2024 annual general meeting (the “Meeting”) of Chijet Motor Company, Inc. (the “Company”), a Cayman Islands exempted company with limited liability, will be held at No. 40 Tianshan Road, Economic & Technological Development Zone, Yantai, Shandong, China on June 28, 2024 at 10:00 A.M. (local time) for the following purposes:

 

1. To lay before the Meeting the Company’s profit and loss accounts and balance sheets for the fiscal year ended December 31, 2023 prepared by the CFO of the Company.

 

2. To consider and, if thought fit, pass with or without amendments, the following resolutions of the Company:

 

RESOLUTION 1:

 

A proposal, as an ordinary resolution that:

 

(a)every 30 issued and unissued existing ordinary shares of US$0.0001 par value each of the Company be consolidated into one (1) ordinary share of US$0.003 par value each (the “Consolidated Ordinary Shares”), with such Consolidated Ordinary Shares ranking pari passu in all respect with each other and having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each of the Company as set out in the Company’s memorandum and articles of association (the “Share Consolidation”);
  
(b)as a result of the Share Consolidation, the authorized share capital of the Company be amended from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each; to US$50,000 divided into 16,666,667 ordinary shares of a par value of US$0.003 each; and
  
(c)all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation to the next whole number, such that each shareholder of the Company will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation.

 

Resolution to be Voted Upon:

 

RESOLVED, AS AN ORDINARY RESOLUTION, THAT the authorized share capital of the Company be consolidated as follows:

 

From: US$50,000.00 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each

 

To: US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;

 

By: the consolidation of 500,000,000 shares of a nominal or par value of US$0.0001 each into 16,666,667 shares of a nominal or par value of US$ 0.003 each.

 

RESOLUTION 2:

 

A proposal, as an ordinary resolution that, subject to the approval of Resolution 1, the Company’s authorized share capital be increased from US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$ 0.003 each; to US$30,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$0.003 each.

 

Resolution 2 is conditional upon the approval of Resolution 1. If Resolution 1 is not approved, then Resolution 2 will not be proposed during the Meeting.

 

Resolution to be Voted Upon:

 

RESOLVED, AS AN ORDINARY RESOLUTION, THAT, subject to the approval of Resolution 1, the authorized share capital of the Company be increased as follows:

 

From: US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;

 

To: US$30,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$ 0.003 each;

 

By: the creation of an additional 9,983,333,333 shares of a nominal or par value of US$0.003 each to rank pari passu with the existing shares.

 

 
 

 

RESOLUTION 3:

 

A proposal as a special resolution that in the event Resolution 1 is approved but Resolution 2 is not approved, upon the approval of Resolution 1, the amended and restated memorandum and articles of association of the Company reflecting the provisions in Resolution 1, a copy of which is included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 11, 2024, be adopted, in its entirety and in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with immediate effect.

 

Resolution 3 is conditional upon the approval of Resolution 1. If Resolution 2 is not approved, then Resolution 3 will be proposed during the Meeting to the exclusion of Resolution 4.

 

Resolution to be Voted Upon:

 

RESOLVED, AS A SPECIAL RESOLUTION, THAT, in the event that Resolution 1 is approved but Resolution 2 is not approved, upon the approval of Resolution 1, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 11, 2024.

 

RESOLUTION 4:

 

A proposal as a resolution that in the event both Resolution 1 and Resolution 2 are approved, upon the approval thereof, the amended and restated memorandum and articles of association of the Company, a copy of which is included in Exhibit 3.2 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 12, 2024, be adopted, in its entirety and in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with immediate effect.

 

Resolution 4 is conditional upon the approval of Resolution 1 and Resolution 2. If Resolution 1 and Resolution 2 are approved then Resolution 4 will be proposed during the Meeting to the exclusion of Resolution 3.

 

Resolution to be Voted Upon:

 

RESOLVED, AS A SPECIAL RESOLUTION, THAT, in the event that both Resolution 1 and Resolution 2 are approved, upon the approval of Resolution 1 and Resolution 2, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association included in Exhibit 3.2 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 12, 2024.

 

All shareholders of the Company at the close of business on June 7, 2024 are entitled to receive notice of, attend and vote on the matters to be acted on at the Meeting and any adjourned or postponed meeting thereof.

 

By Order of the Board of Directors,

 

Chijet Motor Company, Inc.  
   
/s/ Mu Hongwei  
Mu Hongwei  
President and Chief Executive Officer  

 

June 12, 2024

 

A form of proxy has been included with this Notice.

 

 
 

 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN PERSON OR SEND IN A SPECIFIC PROXY.

 

1 A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairperson will be appointed as your proxy.
   
2 Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder attends the Meeting in person or executes a specific proxy.
   
3 A form of proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at No. 8, Beijing South Road Economic & Technological Development Zone, Yantai, Shandong, CN-37 264006 People’s Republic of China or send copies of the foregoing by email to corp.office@chijetmotors.com, in each case marked for the attention of Chijet Motor Company, Inc., not later than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish.
   
4 If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.
   
5 A shareholder holding more than one share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
   
6 The quorum for the Meeting is the holders of a majority of the shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy.
   
7 “Ordinary Resolution” means a resolution passed by a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.
   
8 “Special Resolution” means a resolution passed by a majority of at least two-thirds of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
   
9 If the proxy is returned without an indication as to how the proxy shall vote, the proxy will vote in favor of each resolution.
   
10 This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose.
   
11 Any alterations made to this form must be initialed by you.
   
12 Voting will be conducted on a poll.

 

 
 

 

Chijet Motor Company, Inc.

 

(the “Company”)

 

Proxy Form

I/We1 ________________________________________________________
   
of ________________________________________________________
   
being a shareholder/shareholder(s) of the Company and the holder/holders of
 
___________________________________________________(number and class of shares)
 
appoint as my/our proxy2
 
  ________________________________________________________
   
of ________________________________________________________

 

at the 2024 annual general meeting of the Company to be held at No. 40 Tianshan Road, Economic & Technological Development Zone, Yantai, Shandong, China on June 28, 2024 at 10:00 A.M. (local time) and at any adjournment of that meeting.

 

Please indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.

 

 

1 Full name(s) and address(es) to be inserted in block letters.

2 Insert name and address of the desired proxy in the spaces provided.

 

 
 

 

Resolutions:       For   Against   Abstain
                 
1.  

RESOLVED, AS AN ORDINARY RESOLUTION, THAT the authorized share capital of the Company be consolidated as follows:

 

From: US$50,000.00 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each

 

To: US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;

 

By: the consolidation of 500,000,000 shares of a nominal or par value of US$0.0001 each into 16,666,667 shares of a nominal or par value of US$0.003 each.

   ☐   ☐   ☐
                 
2.  

RESOLVED, AS AN ORDINARY RESOLUTION, THAT, subject to the approval of Resolution 1, the authorized share capital of the Company be increased as follows:

 

From: US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;

 

To: US$30,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$0.003 each;

 

By: the creation of an additional 9,983,333,333 shares of a nominal or par value of US$0.003 each to rank pari passu with the existing shares.

   ☐   ☐   ☐
                 
3.   RESOLVED, AS A SPECIAL RESOLUTION, THAT, in the event that Resolution 1 is approved but Resolution 2 is not approved, upon the approval of Resolution 1, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 12, 2024.   ☐   ☐   ☐
                 
4.   RESOLVED, AS A SPECIAL RESOLUTION, THAT, in the event that both Resolution 1 and Resolution 2 are approved, upon the approval of Resolution 1 and Resolution 2, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association included in Exhibit 3.2 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 12, 2024.   ☐   ☐   ☐

 

Dated                  2024

 

Executed by:

 

__________________________________

 

Signature of shareholder

 

Name of Authorized Officer/Attorney: ________________________3

 

 

3 To be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf of the corporate shareholder.