| 2026-01-23 |
股东大会：
将于2026-02-13召开股东大会
会议内容 ▼▲
- 1.By an ordinary resolution, to approve an increase of the Company’s authorized share capital from US$50,000 divided into 200,000,000 ordinary shares of a par value of US$0.00025 each, comprising (a) 190,000,000 class A ordinary shares of a par value of US$0.00025 each (the “Class A Ordinary Shares”) and (b) 10,000,000 class B ordinary shares of a par value of US$0.00025 each (the “Class B Ordinary Shares”), to US$10,000,000 divided into 40,000,000,000 ordinary shares of a par value of US$0.00025 each, comprising (a) 38,000,000,000 Class A Ordinary Shares of a par value of US$0.00025 each and (b) 2,000,000,000 Class B Ordinary Shares of a par value of US$0.00025 each, with immediate effect (the “Share Capital Increase”).
2.By a special resolution, subject to approval by the shareholders of Proposal One, and entirely conditional upon the effectiveness of the Share Capital Increase, the second amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the third amended and restated memorandum and articles of association (the “Third Amended and Restated M&A”), annexed hereto as Annex A, to reflect the Share Capital Increase, with immediate effect (the “Adoption of the Third Amended and Restated M&A”).
3.By an ordinary resolution, to (a) implement one or more share consolidations of the Company’s issued and unissued Class A Ordinary Shares of a par value of US$0.00025 each and Class B Ordinary Shares of a par value of US$0.00025 each, at any one time or multiple times during a period of up to two (2) years of the date of the EGM, at the exact consolidation ratio and effective time as the board of directors (the “Board”) may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 2000:1; (b) authorize the Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the EGM; (c) authorize the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations will be rounded up to the whole number of shares; and (d) if and when deemed advisable by the Board in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidations.
4.By a special resolution, subject to approval by the shareholders of Proposal Three, and entirely conditional upon the implementation of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the Company adopt an amended and restated memorandum and articles of association (the “New M&A”) in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the implementation of such Share Consolidation, to solely reflect such Share Consolidation, so long as it is implemented within two (2) years after the conclusion of the EGM (the “Adoption of New M&A upon Each Share Consolidation”).
5.By an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the EGM, (a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Share Capital Increase, Adoption of the Third Amended and Restated M&A, the Share Consolidations, the Adoption of New M&A upon Each Share Consolidation and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (from (a) to (c), the “General Authorization”).
6.By an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One to Five (the “Adjournment”).
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