EM News & Events

Smart Share received a letter from Nasdaq dated January 14 notifying the company that it is not in compliance with the requirements for continued listing set forth in Nasdaq Listing Rules because it did not timely file a Form 6-K containing an interim balance sheet and income statement for its fiscal half-year ended June 30, 2025. The company has 60 calendar days from the date of the Letter to submit a plan to regain compliance with the Listing Rules. If Nasdaq accepts the plan, it may grant the company an exception of up to 180 calendar days from the Required Filing's due date, or June 29, 2026, to regain compliance. The Letter has no immediate impact on the listing of the company's Class A ordinary shares on the Nasdaq Capital Market, which will continue trading under the symbol "EM." However, if the company fails to regain compliance with the Rule, the company's Class A ordinary shares will be subject to delisting from Nasdaq.

Smart Share Global announced that at an extraordinary general meeting of shareholders, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger, dated August 1, by and among the Company, Mobile Charging Group Holdings, Mobile Charging Investment, a wholly-owned subsidiary of Parent and Mobile Charging Merger, a wholly-owned subsidiary of MidCo, pursuant to which, at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of MidCo, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands and the transactions contemplated thereby, including the merger. Approximately 79.0% of the Company's total outstanding ordinary shares, including the ordinary shares represented by the Company's American depositary shares as of 5:00 p.m. New York City time on December 12, voted in person or by proxy at the EGM. Each shareholder has one vote for each class A ordinary share and ten votes for each class B ordinary share. These shares represented approximately 90.9% of the total outstanding votes represented by the Company's total ordinary shares outstanding on the record date. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the merger, were approved by approximately 92.8% of the total votes cast at the EGM. Completion of the merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the other parties to the Merger Agreement towards completing the merger in due course. If consummated, the merger will result in the Company becoming a privately held company and its ADSs will no longer be listed or traded on any securities exchange or quotation system, including the Nasdaq Capital Market, and the Company's ADS program will be terminated.

Smart Share Global has called an extraordinary general meeting of shareholders, to be held on December 31, 2025 at 10 a.m. at 1102 Xiehe Road, Changning District, Shanghai, People's Republic of China, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced Agreement and Plan of Merger dated August 1, 2025 by and among the Company, Mobile Charging Group Holdings, Mobile Charging Investment, a wholly-owned subsidiary of Parent and Mobile Charging Merger, a wholly-owned subsidiary of MidCo, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands and the transactions contemplated thereby, including the merger. Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of MidCo. If consummated, the merger will result in the Company becoming a privately held company and its American depositary shares, each representing two class A ordinary shares of the Company, par value $0.0001 each, will no longer be listed on the NASDAQ Capital Market and the Company's ADS program will be terminated. In addition, the Company's ADSs and Shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the merger. The Company's board of directors, acting upon the unanimous recommendation of a special committee of independent directors established by the board of directors, authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, and resolved to recommend that the Company's shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the transactions contemplated thereby, including the merger. Shareholders of record as of 5:00 p.m. New York City time on December 12, 2025 will be entitled to attend and vote at the EGM and any adjournment thereof. ADS holders as of the close of business in New York City on November 25, 2025 will be entitled to instruct Bank of New York Mellon, in its capacity as the ADS depositary, to vote the Shares represented by the ADSs at the EGM.

Smart Share announced that the board of directors received a preliminary non-binding proposal letter from Hillhouse Investment to acquire all of the outstanding ordinary shares of the company that are not already beneficially owned by Hillhouse or the Management Members for $1.77 per ADS, subject to the acceptance by the management members of the similar rollover arrangement in the merger agreement. On August 1, the company announced that it had entered into a definitive agreement and plan of merger, pursuant to which the company will be acquired by Trustar Mobile Charging, Mars Guangyuan Cai, chairman of the board and CEO of the company, Peifeng Xu, director and president of the company, and others as part of a consortium. The special committee of the company's independent directors, which was formed following receipt of a preliminary non-binding proposal letter, dated January 5, from the consortium will continue to consider and evaluate all options for the best interests of shareholders with the assistance of the special committee's independent financial and legal advisors.