Jianzhi Announces Results of Extraordinary General Meeting

Rhea-AI Summary

Jianzhi Education Technology Group (NASDAQ: JZ), a Chinese digital educational content provider, announced the results of its Extraordinary General Meeting held on July 17, 2025. Shareholders approved several significant corporate structure changes.

The key approved resolutions include: share capital reorganization creating Class A and Class B ordinary shares, with Class B shares carrying 50 votes per share; an increase in authorized share capital from US$50,000 to US$1,000,000; and a share repurchase agreement with RongDe Holdings Limited involving 54,790,000 Class A shares to be exchanged for Class B shares.

The restructuring will result in 400 million Class A shares and 100 million Class B shares initially, with further authorization to create an additional 9.5 billion Class A shares.

Positive

• Creation of dual-class share structure provides enhanced voting rights through Class B shares (50 votes per share)
• Significant increase in authorized share capital from US$50,000 to US$1,000,000 provides flexibility for future growth
• Strategic share restructuring with RongDe Holdings maintains their equity stake while optimizing voting structure

Negative

• Dual-class structure could lead to concentrated control and reduced influence of regular shareholders
• Massive increase in authorized shares (9.5 billion additional Class A shares) creates potential for significant future dilution
• Complex share reorganization may impact stock liquidity and trading dynamics

Insights

Corporate Governance Specialist

Jianzhi's dual-class share structure implementation significantly concentrates voting power with RongDe Holdings, diluting other shareholders' influence.

Jianzhi Education has enacted a significant corporate governance transformation through the creation of a dual-class share structure that fundamentally alters the power dynamics within the company. The newly created Class B shares will carry 50 votes per share compared to the single vote of Class A shares, representing a substantial concentration of voting power.

Most notably, the company is repurchasing 54,790,000 Class A shares from RongDe Holdings Limited and issuing an equal number of Class B shares in return. This transaction effectively multiplies RongDe's voting power by 50 times while maintaining the same economic interest, potentially giving RongDe overwhelming control over corporate decisions.

The authorized share capital increase from $50,000 to $1,000,000 and the creation of 9.5 billion additional Class A shares also creates significant potential for dilution. While this doesn't immediately impact existing shareholders, it gives management extensive flexibility for future equity issuances without requiring additional shareholder approval.

This governance restructuring follows a pattern seen in other tech companies where founders or early investors maintain control despite owning a smaller economic stake. For Class A shareholders, this effectively diminishes their ability to influence company direction, board composition, or potential acquisition offers, regardless of their ownership percentage.

BEIJING, July 18, 2025 /PRNewswire/ -- Jianzhi Education Technology Group Company Limited (the "Company" or "Jianzhi") (NASDAQ: JZ), a leading provider of digital educational content in China, today announced the results of an extraordinary general meeting held at 9:30 A.M. on July 17, 2025, Beijing time (9:30 P.M. on July 16, 2025, U.S. Eastern time) at 15F, Tower A, Yingdu Buiding, Zhichun Road, Haidian District, Beijing, People's Republic of China, 100086 (the "Extraordinary General Meeting").

At the Extraordinary General Meeting, shareholders of the Company passed the following resolution:

(i) Resolved as an ordinary resolution, that the authorized share capital of the Company be amended with immediate effect by:

(a) re-designating and re-classifying 400,000,000 authorized ordinary shares of par value of US$0.0001 each (including all of the existing issued ordinary shares) in the Company as 400,000,000 class A ordinary shares of par value US$0.0001 each (the "Class A Ordinary Shares"), where the rights of the existing ordinary shares shall be the same as the Class A Ordinary shares; and

(b) cancelling 100,000,000 authorized but unissued ordinary shares in the Company and creating a new class of shares comprising of 100,000,000 class B ordinary shares the ("Class B Ordinary Shares"), which will be entitled to fifty (50) votes per share,

such that the authorized share capital of the Company shall become US$50,000 divided into (a) 400,000,000 class A ordinary shares of a par value of US$0.0001 each and (b) 100,000,000 class B ordinary shares of a par value of US$0.0001 each (collectively, the "Share Capital Reorganization")

(ii) Resolved as an ordinary resolution, that the authorized share capital of the Company be increased with effect immediately after the Share Capital Reorganization taking effect from US$50,000 divided into (a) 400,000,000 class A ordinary shares of a par value of US$0.0001 each and (b) 100,000,000 class B ordinary shares of a par value of US$0.0001 each to US$1,000,000 divided into (a) 9,900,000,000 class A ordinary shares of a par value of US$0.0001 each and (b) 100,000,000 class B ordinary shares of a par value of US$0.0001 each, by creation of an additional 9,500,000,000 class A ordinary shares of a par value of US$0.0001 each (the "Increase of Authorized Share Capital").

(iii) Resolved as a special resolution, that the proposed second amended and restated memorandum and articles of association of the Company (the "Second Restated MAA"), the form of which is annexed as Exhibit A to the notice of EGM be adopted in their entirety and in substitution for and to the exclusion of the existing memorandum and articles of the Company with effect immediately after both the Share Capital Reorganization and the Increase of Authorized Share Capital taking effect.

(iv) Resolved as a special resolution, that subject to the Share Capital Reorganization, Increase of Authorized Share Capital and Second Restated MAA taking effect and the Company's receipt of the consent to repurchase and application for shares duly executed by RongDe Holdings Limited ("RongDe"), 54,790,000 Class A Ordinary Shares held by RongDe be repurchased by the Company in consideration of and out of the proceeds of the Company's new issuance of 54,790,000 Class B Ordinary Shares to RongDe.

(v) Resolved as an ordinary resolution, that the Extraordinary General Meeting be adjourned to a later date or dates, if necessary.

About Jianzhi Education Technology Group Company Limited

Headquartered in Beijing and established in 2011, Jianzhi is a leading provider of digital educational content in China and has been committed to developing educational content to fulfill the massive demand for high-quality, professional development training resources in China. Jianzhi started operations by providing educational content products and IT services to higher education institutions. Jianzhi also provides products to individual customers. Leveraging its strong capabilities in developing proprietary professional development training content and success in consolidating educational content resources within the industry, Jianzhi has successfully built up a comprehensive, multi-dimensional digital educational content database which offers a wide range of professional development products. Jianzhi embed proprietary digital education content into the self-developed online learning platforms, which are provided to a wide range of customers through its omni-channel sales system. Jianzhi is also fully committed to the digitalization and informatization of the education sector in China. For more information, please visit: www.jianzhi-jiaoyu.com. 

Safe Harbor Statement

This press release contains statements that may constitute "forward-looking" statements pursuant to 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," "aims," "future," "intends," "plans," "believes," "estimates," "likely to," and similar statements. Statements that are not historical facts, including statements about the Company's beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, 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 Jianzhi Education Technology Group Company Limited

FAQ

What changes did Jianzhi Education (NASDAQ:JZ) approve at its July 2025 extraordinary meeting?

JZ approved creating a dual-class share structure with Class A and B shares, increased authorized share capital to US$1,000,000, and approved a share exchange with RongDe Holdings converting Class A to Class B shares.

How many votes will Jianzhi's (JZ) Class B shares carry compared to Class A shares?

Class B ordinary shares will carry 50 votes per share, while Class A shares maintain standard one-vote-per-share rights.

What is the new authorized share capital structure for Jianzhi (JZ)?

The new structure authorizes 9.9 billion Class A shares and 100 million Class B shares, with a total authorized capital of US$1,000,000.

How many shares are involved in Jianzhi's (JZ) share exchange with RongDe Holdings?

The agreement involves repurchasing 54,790,000 Class A shares from RongDe Holdings in exchange for issuing the same number of Class B shares.

What is the par value of Jianzhi's (JZ) new share classes?

Both Class A and Class B ordinary shares have a par value of US$0.0001 each.