Gridsum Holding Inc. (“Gridsum” or the “Company”) (NASDAQ:GSUM), a leading provider of cloud-based big-data analytics and artificial intelligence (“AI”) solutions in China, today announced that at an extraordinary general meeting of shareholders held today, the Company’s shareholders voted in favor of, among other things, the proposal to authorize and approve (i) the previously announced agreement and plan of merger, dated as of September 30, 2020 (the “Merger Agreement”), by the Company, Gridsum Corporation (“Parent”), and Gridsum Growth Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the “Merger”), (ii) the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”), and (iii) the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger.
Approximately 98% of the Company’s total outstanding Class A ordinary shares and Class B ordinary shares, per value US$ 0.001 per share (each, a “Class A Share” and “Class B Share,” respectively), including Class B Shares represented by the Company’s American depositary shares (the “ADSs”), attended the extraordinary general meeting by proxy or in person. Each shareholder has ten votes for each Class A Share held, or one vote for each Class B Share held. These shares represented approximately 99% of the total outstanding votes represented by the Company’s total ordinary shares outstanding as of the close of business in the Cayman Islands on the share record date of February 8, 2021. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were approved by over 99% of the total votes cast at the extraordinary general meeting.
Completion of the Merger is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement. The Company will work with the other parties to the Merger Agreement towards satisfying the closing conditions and complete the Merger in a timely manner. If and when the Merger is completed, the Company will become a private company and its ADSs will no longer be listed or traded on any stock exchange, and the Company’s ADS program will be terminated.
