| 2025-08-21 |
股东大会：
将于2025-09-08召开股东大会
会议内容 ▼▲
- 1.Increase and re-designations of authorized share capital
NOTED THAT the authorized share capital of the Company is US$500,000 divided into 5,000,000,000 ordinary shares of par value of US$0.0001 each (the “Ordinary Shares”), comprising (a) 4,803,917,300 Class A Ordinary Shares of par value of US$0.0001 each (the “Class A Ordinary Shares”); (b) 96,082,700 Class B Ordinary Shares of par value of US$0.0001 each (the “Class B Ordinary Shares”); and (c) 100,000,000 Class C Ordinary Shares of par value of US$0.0001 each (the “Class C Ordinary Shares”).
TO BE RESOLVED THAT the total authorized share capital of the Company be increased with immediate effect from US$500,000 divided into 5,000,000,000 Ordinary Shares to US$100,000,000 divided into 1,000,000,000,000 Ordinary Shares (the “Increase of Authorised Share Capital”).
TO BE RESOLVED THAT following the Increase of Authorized Share Capital, (1) 955,979,542,700 authorized but unissued Ordinary Shares be re-designated into 955,979,542,700 authorized but unissued Class A Ordinary Shares; (2) 864,744,300 authorized but unissued Ordinary Shares be re-designated into 864,744,300 authorized but unissued Class B Ordinary Shares; (3) 900,000,000 authorized but unissued Ordinary Shares be re-designated into 900,000,000 authorized but unissued Class C Ordinary Shares and (4) 37,255,713,000 authorized but unissued Ordinary Shares be re-designated into 37,255,713,000 undesignated shares with a par value of US$0.0001 each, of such class or classes (however designated) as the board of directors may determine in accordance with the articles of association of the Company (the “Articles”) (the “Re-designations”).
TO BE RESOLVED THAT following the Re-designations, the authorized share capital of the Company will be US$100,000,000 divided into 1,000,000,000,000 ordinary shares of par value of US$0.0001 each, comprising (a) 960,783,460,000 Class A Ordinary Shares of par value of US$0.0001 each; (b) 960,827,000 Class B Ordinary Shares of par value of US$0.0001 each; (c) 1,000,000,000 Class C Ordinary Shares of par value of US$0.0001 each; and (d) 37,255,713,000 undesignated shares with a par value of US$0.0001 each, of such class or classes (however designated) as the board of directors may determine in accordance with the Articles of the Company.
2.Adoption of the amended and restated memorandum and articles of association
TO BE RESOLVED AS A SPECIAL RESOLUTION THAT the fourth amended and restated memorandum and articles of association of the Company (the “Amended and Restated M&A”) attached as Exhibit A to these resolutions be and are hereby approved and adopted as the memorandum and articles of association of the Company in complete substitution for the existing third amended and restated memorandum and articles of association of the Company with immediate effect.
TO BE FURTHER RESOLVED THAT the registered office provider of the Company be and is hereby authorized and instructed to file the Amended and Restated M&A and these resolutions with the Registrar of Companies in the Cayman Islands forthwith.
3.Ratification of prior actions
TO BE RESOLVED THAT any and all actions of the Company, or of any director or any officer of the Company, taken in connection with the actions contemplated by the foregoing resolutions prior to the execution hereof be and hereby are ratified, confirmed, approved and adopted in all respects as fully as if such action(s) has been presented to for approval, and approved by, the Board prior to such action being taken.
4.General authorization
TO BE RESOLVED THAT any director of the Company be and is hereby authorized and directed in the name and on behalf of the Company to execute and deliver any instrument, document or agreement (including where necessary the affixation of the seal of the Company in accordance with the articles of association of the Company) or to take or cause to be taken any other action or actions which he may deem necessary, appropriate or desirable to carry out the intent and purposes of the foregoing resolutions, such approval to be conclusively evidenced by the taking of any such action or the execution and delivery of any such instrument by such director of the Company.
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