Caravelle International Group Holds Annual General Meeting

Rhea-AI Summary

Caravelle International Group (NASDAQ: HTCO) held its annual shareholder meeting on January 3, 2025, where shareholders approved several significant changes. The company will be renamed to High-Trend International Group and implement a share restructuring plan that includes re-designating 497,500,000 ordinary shares as Class A Ordinary Shares and 2,500,000 unissued ordinary shares as Class B Ordinary Shares, each with a par value of US$0.0001.

Shareholders also approved the second amended and restated memorandum and articles of association and voted to remove Mr. Guohua Zhang from the board of directors. Chairman Jinyu Chang emphasized this meeting as a milestone for the company's development, focusing on high-quality growth, brand upgrade, and optimization of equity structure. The company presented its financial information for the fiscal year ended October 31, 2023, and provided shareholders an opportunity to discuss company affairs with management.

Positive

• Share restructuring plan approved to optimize equity structure
• Strategic rebranding initiative approved to enhance market positioning

Negative

• Removal of director Guohua Zhang from the board indicates potential corporate governance changes

Insights

Financial Analyst

The annual general meeting reveals significant structural changes at HTCO, primarily focusing on corporate rebranding and share restructuring. The creation of a dual-class share structure, with 497.5M Class A shares and 2.5M Class B shares, typically indicates a move to consolidate control while maintaining public trading flexibility. This structure often allows founding members or key executives to maintain voting control through Class B shares, which commonly carry superior voting rights.

The removal of director Guohua Zhang and company rebranding to High-Trend International Group suggests a strategic pivot, potentially to better align with their green sector focus. However, the absence of specific financial metrics or forward-looking operational strategies in this announcement limits its immediate market impact. The $50,000 authorized share capital remains unchanged, indicating no immediate capital raising plans.

While these corporate governance changes lay groundwork for future strategic moves, they don't materially affect current valuation or near-term business operations.

Corporate Governance Expert

The approved changes represent a significant governance restructuring that warrants careful analysis. The introduction of a dual-class share structure is particularly noteworthy - this model has been increasingly adopted by tech companies but remains controversial among institutional investors due to potential misalignment of voting rights and economic interests. The timing of this restructuring, combined with a director removal and rebranding, suggests a comprehensive corporate transformation strategy.

The establishment of Class A and Class B shares with different voting rights (implied by the restructuring) typically serves to protect management's strategic control while accessing public markets. This could either facilitate faster decision-making or potentially reduce minority shareholder influence, depending on the specific voting rights allocated to each share class.

HONG KONG, Jan. 4, 2025 /PRNewswire/ -- Caravelle International Group (NASDAQ: HTCO) (the "Company"), a global ocean technology company, announced that the Company's annual shareholder meeting was held on January 3, 2025.

At the Annual Meeting, the shareholders voted to approve (1) the proposed change of the name of the Company from "Caravelle International Group" to "High-Trend International Group," (2) the proposed re-designation and re-classification of 497,500,000 ordinary shares of a par value of US$0.0001 each in the capital of the Company (including all of the issued and outstanding shares) as 497,500,000 Class A Ordinary Shares, and a proposed re-designation and re-classification of 2,500,000 unissued ordinary shares of a par value of US$0.0001 each in the capital of the Company as 2,500,000 Class B Ordinary Shares, so that the authorized share capital of the Company is US$50,000 divided into 497,500,000 Class A Ordinary Shares of a par value of US$0.0001 each and 2,500,000 Class B Ordinary Shares of a par value of US$0.0001 each, each with the rights, privileges, preferences and restrictions set out in the Amended M&A (as defined below), (3) the proposed second amended and restated memorandum and articles of association of the Company (the "Amended M&A"), and (4) the proposed removal of Mr. Guohua Zhang as a director of the Company.

Jinyu Chang, Chairman of Caravelle International Group addressed, this annual general meeting marks an important milestone in the company's development, signifying our entry into a new phase of high-quality growth. The brand upgrade, optimization of equity structure, and better utilize High-Trend Group's market influence in the green sector and its strategic partner network. Looking ahead, we will continue to drive innovation, continuously improve shipping efficiency, and actively promote the application of green and low-carbon technologies, creating greater value for our customers, shareholders, and partners.

The Company also presented to its shareholders the Company's financial information for the fiscal year ended October 31, 2023 and afforded the shareholders the opportunity to discuss Company affairs with management.

About Caravelle International Group

Caravelle is a global ocean technology company with businesses in international shipping and marine carbon neutrality. The company is committed to improving shipping efficiency through innovative technologies and promoting sustainable development in the industry.

Forward Looking Statements

This announcement contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words "believe," "expect," "anticipate," "future," "will," "intend," "plan," "estimate" or similar expressions, are "forward-looking statements". Such statements include, but are not limited to risks detailed in the Company's filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal year ended October 31, 2023. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All information provided in this press release is as of the date of the publication, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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SOURCE Caravelle International Group

FAQ

What major changes did HTCO shareholders approve at the January 2025 annual meeting?

Shareholders approved changing the company name to High-Trend International Group, restructuring shares into Class A and Class B Ordinary Shares, adopting amended memorandum and articles of association, and removing director Guohua Zhang.

How will HTCO's share restructuring plan work?

The plan involves re-designating 497,500,000 ordinary shares as Class A Ordinary Shares and 2,500,000 unissued ordinary shares as Class B Ordinary Shares, each with a par value of US$0.0001.

When will Caravelle International Group (HTCO) change its name to High-Trend International Group?

The name change was approved at the January 3, 2025 annual shareholder meeting, with implementation to follow the formal approval process.

What is HTCO's new authorized share capital structure?

The new authorized share capital is US$50,000 divided into 497,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, each with a par value of US$0.0001.