Mercurity Fintech (MFH) Announces Updates to ADR Holders Regarding Termination of ADR Facility
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Mercurity Fintech Holding Inc. (Nasdaq: MFH), a digital fintech group powered by blockchain technology, today announced that the Board of Directors of the Company (the “Board”) approved reversing the decision on the ADR ratio change (as defined below) and maintaining the current the ratio of ADRs to ordinary shares of 1 to 360 until the cancellation of the ADR facility. Previously, the board approved the share consolidation proposals to the authorized share capital (the “Share Consolidation”) in the ratio of one (1) to four hundred (400), with the nominal value of each ordinary share changed to USD 0.004 per ordinary share, a mandatory exchange (the ” mandatory exchange”) of all the ADRs to ordinary shares with the current ADR exchange ratio, and in connection with this the company will simultaneously change the ADR to ordinary share ratio from one (1) to three hundred and sixty (360) to one (1 )-to-one (1) (the “ADR Ratio Change”). Today, the board decided to reverse the decision on the ADR relationship change because such a change will not be necessary for the Company’s work to end the ADR facility and share consolidation.
In addition, Citibank, NA, the depositary (the “Depositary”) of the Company’s American Depositary Receipts (the “ADRs”), today distributed a notice to all holders and beneficial owners of the Company’s ADRs (the “Termination Notice”). regarding the termination of the Deposit Agreement, dated April 13, 2015, as amended, by and among the Company, the Depositary and all holders and beneficial owners of the ADRs (the “Deposit Agreement”). The effective date for the termination of the deposit agreement will be 28 February 2023 (the “Effective Date”).
As a result of the mandatory exchange and share consolidation, ADR holders should expect to receive nine-tenths (0.9) of one (1) new ordinary share for each ADR held immediately prior to the effective date, but the opening price of the ordinary share unit share consolidation and mandatory exchange should increase by one-ninth (1/9) of the closing price of the ADRs immediately before the effective date.
Below is a copy of the termination notice to the ADR holders:
NOTICE OF TERMINATION OF ADR FACILITY FOR MERCURITY FINTECH HOLDING INC.
TO ALL OWNERS AND DISTRIBUTORS OF MERCURITY FINTECH HOLDING INC. AMERICAN DEPOSITARY SHARES (“ADS”).
| DEPOSITORY: | CITIBANK, NA |
| COMPANY: | MERCURITY FINTECH HOLDING INC., a company incorporated under the laws of the Cayman Islands (the “Company”). |
| DEPOSITED SECURITIES: | Existing fully paid up ordinary shares in the Company (the “Shares”). |
| ADS CUSIP NO: | 58936H109. |
| ADVERTISING ETHICS: | MFH. |
| NEW PART KUSIP NO.: | 58936H208. |
| NEW DELETIC: | MFH. |
| AD(S) FOR SHARING(S) TERMS OF TERMINATION: | One (1) ADS to three hundred and sixty (360) existing shares – see explanation below. |
| AD(S) FOR SHARE(S) AFTER SHARE CONSOLIDATION: | One (1) ADS to nine tenths (0.9) of a new share – see explanation below. |
| DEPOSIT AGREEMENT: | Deposit agreement, dated 13 April 2015, as amended by amendment no. 1 to deposit agreement, dated 31 July 2018, as further amended by amendment no. 2, dated 19 May 2020, and as further amended by amendment no. 3, dated December 9, 2022, by and among the Company, the Depositary and all holders and beneficial owners of ADSs issued thereunder. |
| END DATE: | 28 February 2023. |
| CLOSING TIME FOR ADS CANCELLATION: | 5:00 p.m. (New York time) February 23, 2023. |
| CLOSING PERIOD FOR BOOKS | As of February 23, 2023 (5:00 p.m. New York time), there will be no reopening. |
CITIBANK, NA HEREBY GIVES NOTICE OF THE TERMINATION OF THE AMERICAN DEPOSITORY RECEIPT FACILITY FOR THE ADS EFFECTIVE AS OF THE TERMINATION DATE.
Pursuant to Section 6.2 of the Deposit Agreement, the Company has instructed the Depositary to terminate the Deposit Agreement and to implement a mandatory exchange of shares for, and mandatory cancellation of, the ADSs. As a result of the termination of the Company’s American Depositary Receipt Facility pursuant to the Deposit Agreement, on the termination date, holders of ADSs will automatically have their ADSs canceled and will be entitled to receive the corresponding underlying deposited securities (the “Mandatory Exchange” ”) at a rate of three hundred and sixty (360) shares for each canceled ADS.
However, the company has further informed the depositary that immediately after the mandatory exchange the company will carry out a consolidation of the company’s shares at a rate of one (1) new share for every four hundred (400) existing shares (the “share” Consolidation”). As a As a result of the share consolidation, former ADS holders should expect to receive nine tenths (0.9) of a new share for each (1) ADS previously held.
For additional information about the Share Consolidation, please contact the Company or its New York registrar and transfer agent, VStock Transfer, LLC, at 212-828-8436 or [email protected].
In connection with the mandatory exchange, the following ADS fee will be paid to the depositary in accordance with the terms of the deposit agreement: 5 cents per ADS cancelled. After effecting the Mandatory Exchange, the Depositary shall be released from all obligations under the Deposit Agreement with respect to the ADRs, the Deposited Securities and the ADSs pursuant to the Deposit Agreement.
If you have any questions about the above termination and mandatory exchange, please call Citibank, NA at 1-877-248-4237.
Citibank, NA, as depositary
27 January 2023
About Mercurity Fintech Holding Inc.
Mercurity Fintech Holding Inc. is a digital fintech group powered by blockchain technology. The company’s primary business scope includes digital asset trading, asset digitization, cross-border transfers and other services, providing compliant, professional and highly efficient digital financial services to its clients. The company recently began narrowing its focus to Bitcoin mining, digital currency investment and trading, and other related fields. This shift has enabled the company to deepen its involvement in all aspects of the blockchain industry, from production to circulation.
Forward-looking statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and forecasts of future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or expressions such as “may”, “will”, “expect”, “anticipate”, “target”, “estimate”, “intend”, “plan”, “believe” “potential”, “continue”, “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will prove to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
For more information, please contact:
International Elite Capital Inc. Vicky Chueng Tel: +1(646) 866-7989 Email: [email protected]
Source: Mercurity Fintech Holding Inc.
