| 2026-03-30 |
详情>>
股本变动：
变动后总股本108082.83万股
|
| 2026-03-12 |
详情>>
业绩披露：
2025年年报每股收益0.56元,归母净利润11.24亿元,同比去年增长-86%
|
| 2026-03-12 |
财报披露：
美东时间 2026-03-12 盘前发布财报
|
| 2025-11-26 |
详情>>
业绩披露：
2025年三季报(累计)每股收益0.52元,归母净利润11.18亿元,同比去年增长-75.21%
|
| 2025-09-08 |
详情>>
业绩披露：
2025年中报每股收益0.87元,归母净利润17.43亿元,同比去年增长2.82%
|
| 2025-05-29 |
详情>>
业绩披露：
2025年一季报每股收益0.32元,归母净利润6.50亿元,同比去年增长9.75%
|
| 2025-04-22 |
股东大会：
将于2025-05-30召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the reports of the Directors and independent auditors thereon.
2.To re-elect Mr. Li Xiang as an executive Director.
3.To re-elect Mr. Fan Zheng as a non-executive Director.
4.To re-elect Prof. Xiao Xing as an independent non-executive Director.
5.To authorize the Board to fix the remuneration of the Directors of the Company.
6.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:
“THAT:
(a)subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue, and deal with Class A Ordinary Shares (including any sale and transfer of Class A Ordinary Shares out of treasury that are held as treasury Shares) (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited) or securities convertible into Class A Ordinary Shares, or options, warrants or similar rights to subscribe for Class A Ordinary Shares or such convertible securities of the Company (other than issuance of options, warrants or similar rights to subscribe for additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares for cash consideration) and to make or grant offers, agreements, or options (including any warrants, bonds, notes, and debentures conferring any rights to subscribe for or otherwise receive Class A Ordinary Shares) that would or might require the exercise of such powers;
(b)the mandate in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period;
(c)the total number of Class A Ordinary Shares allotted or agreed conditionally or unconditionally to be allotted and issued, and treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred (whether pursuant to options or otherwise) in paragraph (a) above, otherwise than pursuant to:
(i)a Rights Issue (as defined in paragraph (d) below);
(ii)the grant or exercise of any options under any share option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employee of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Class A Ordinary Shares or rights to acquire Class A Ordinary Shares;
(iii)the vesting of restricted shares and restricted share units granted or to be granted pursuant to the 2019 Plan and the 2020 Plan of the Company;
7.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:
“THAT:
(a)a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own Shares (including Class A Ordinary Shares underlying ADSs) and/or ADSs on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, provided that the total number of Shares of the Company which may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly;
(b)for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until the earliest of:
(i)the conclusion of the next annual general meeting of the Company;
(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held;
(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;
8.“THAT conditional upon the passing of resolutions set out in items 6 and 7 of this notice, the general mandate referred to in the resolution set out in item 6 of this notice be and is hereby extended by the addition to the aggregate number of (i) Shares and/or ADSs that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued and (ii) any Class A Ordinary Shares out of the treasury that are held as treasury shares that may be sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 7 of this notice, provided that such amount shall not exceed 10% of the total number of issued Shares (excluding any treasury shares) of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).”
9.To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the independent auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2025.
|
| 2025-04-10 |
详情>>
业绩披露：
2022年年报每股收益-1.04元,归母净利润-20.12亿元,同比去年增长-525.97%
|
| 2025-04-10 |
详情>>
业绩披露：
2024年年报每股收益4.03元,归母净利润80.32亿元,同比去年增长-31.37%
|
| 2024-11-06 |
股东大会：
将于2024-11-27召开股东大会
会议内容 ▼▲
- 1.To receive the audited consolidated financial statements of the Company as at and for the financial years ended February 29, 2024 and February 28, 2023, together with the reports of the auditor thereon;
2.To appoint Davidson & Company LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
3.To fix the number of the directors of the Company for the ensuing year at seven (7);
4.To elect directors to hold office for the ensuing year;
5.To consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution re-approving the Company's omnibus incentive plan (the "Compensation Plan"), as more particularly described in the accompanying Information Circular;
6.To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
|
| 2024-10-31 |
详情>>
业绩披露：
2024年三季报(累计)每股收益2.13元,归母净利润45.09亿元,同比去年增长-25.42%
|
| 2024-10-31 |
详情>>
业绩披露：
2023年三季报(累计)每股收益2.85元,归母净利润60.46亿元,同比去年增长366.45%
|
| 2024-08-28 |
详情>>
业绩披露：
2024年中报每股收益0.85元,归母净利润16.95亿元,同比去年增长-47.4%
|
| 2024-05-20 |
详情>>
业绩披露：
2024年一季报每股收益0.30元,归母净利润5.93亿元,同比去年增长-36.26%
|
| 2024-04-23 |
股东大会：
将于2024-05-31召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the reports of the Directors and independent auditor thereon.
2.To re-elect Mr. Xing Wang as a non-executive Director.
3.To re-elect Mr. Zhenyu Jiang as an independent non-executive Director.
4.To authorize the Board to fix the remuneration of the Directors of the Company.
5.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:“THAT:(a)subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue, and deal with Class A Ordinary Shares (including any sale and transfer of Class A Ordinary Shares out of treasury that are held as treasury Shares) (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited coming into effect on June 11, 2024) or securities convertible into Class A Ordinary Shares, or options, warrants or similar rights to subscribe for Class A Ordinary Shares or such convertible securities of the Company (other than issuance of options, warrants or similar rights to subscribe for additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares for cash consideration) and to make or grant offers, agreements, or options (including any warrants, bonds, notes, and debentures conferring any rights to subscribe for or otherwise receive Class A Ordinary Shares) that would or might require the exercise of such powers;(b)the mandate in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period;(c)the total number of Class A Ordinary Shares allotted or agreed conditionally or unconditionally to be allotted and issued, and treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred (whether pursuant to options or otherwise) in paragraph (a) above, otherwise than pursuant to:(i)a Rights Issue (as defined in paragraph (d) below);(ii)the grant or exercise of any options under any share option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employee of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Class A Ordinary Shares or rights to acquire Class A Ordinary Shares;(iii)the vesting of restricted shares and restricted share units granted or to be granted pursuant to the 2019 Plan and the 2020 Plan of the Company;(iv)any scrip dividend or similar arrangement providing for the allotment and issue of Shares (including the sale and/or transfer of any Class A Ordinary Shares out of treasury and are held as treasury Shares) in lieu of the whole or part of a dividend on Shares of the Company in accordance with the articles of association of the Company;(v)a specific authority granted by the Shareholders of the Company in general meeting,shall not exceed 20% of the total number of issued Shares (excluding any treasury shares) of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares of the Company into a smaller or larger number of Shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly.”(d)for the purposes of this resolution:“Relevant Period” means the period from the passing of this resolution until the earliest of:(i)the conclusion of the next annual general meeting of the Company;(ii)the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws;(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting“Rights Issue” means an offer of Shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of Shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares of the Company (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
6.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:“THAT:(a)a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own Shares (including Class A Ordinary Shares underlying ADSs) and/or ADSs on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, provided that the total number of Shares of the Company which may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly”;(b)for the purposes of this resolution:“Relevant Period” means the period from the passing of this resolution until the earliest of:(i)the conclusion of the next annual general meeting of the Company;(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held;(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
7.THAT conditional upon the passing of resolutions set out in items 5 and 6 of this notice, the general mandate referred to in the resolution set out in item 5 of this notice be and is hereby extended by the addition to the aggregate number of (i) Shares and/or ADSs that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued and (ii) any Class A Ordinary Shares out of the treasury that are held as treasury shares that may be sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 6 of this notice, provided that such amount shall not exceed 10% of the total number of issued Shares (excluding any treasury shares) of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).
8.To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the independent auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2024.
|
| 2024-04-12 |
详情>>
业绩披露：
2023年年报每股收益5.95元,归母净利润117.04亿元,同比去年增长681.65%
|
| 2023-10-26 |
股东大会：
将于2023-11-15召开股东大会
会议内容 ▼▲
- 1.To receive the audited consolidated financial statements of the Company as at and for the financial years ended February 28, 2023 and 2022, together with the reports of the auditor thereon;
2.To appoint Ernst & Young LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
3.To fix the number of the directors of the Company for the ensuing year at seven (7);
4.To elect directors to hold office for the ensuing year;
5.To consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Company's amended omnibus incentive plan (the "Compensation Plan"), as more particularly described in the accompanying Information Circular;
6.To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
|
| 2023-04-21 |
股东大会：
将于2023-05-31召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2022 and the reports of the Directors and independent auditor thereon.
2.To re-elect Mr. Ma Donghui as an executive Director.
3.To re-elect Mr. Li Xiang as an executive Director.
4.To re-elect Mr. Li Tie as an executive Director.
5.To re-elect Mr. Zhao Hongqiang as an independent non-executive Director.
6.To authorize the Board to fix the remuneration of the Directors of the Company.
7.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:(a)subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue, and deal with additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares, or options, warrants or similar rights to subscribe for Class A Ordinary Shares or such convertible securities of the Company (other than issuance of options, warrants or similar rights to subscribe for additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares for cash consideration) and to make or grant offers, agreements, or options (including any warrants, bonds, notes, and debentures conferring any rights to subscribe for or otherwise receive Class A Ordinary Shares) that would or might require the exercise of such powers;(b)the mandate in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period;(c)the total number of Class A Ordinary Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) in paragraph (a) above, otherwise than pursuant to:(i)a Rights Issue (as defined in paragraph (d) below);(ii)the grant or exercise of any options under any share option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employee of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Class A Ordinary Shares or rights to acquire Class A Ordinary Shares;(iii)the vesting of restricted shares and restricted share units granted or to be granted pursuant to the 2019 Plan and the 2020 Plan of the Company;(iv)any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the articles of association of the Company;(v)a specific authority granted by the Shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares of the Company into a smaller or larger number of Shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly.
(d)for the purposes of this resolution:“Relevant Period” means the period from the passing of this resolution until the earliest of:
(i)the conclusion of the next annual general meeting of the Company;(ii)the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws;(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.“Rights Issue” means an offer of Shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of Shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares of the Company (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
8.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:(a)a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, provided that the total number of Shares of the Company which may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly;(b)for the purposes of this resolution:“Relevant Period” means the period from the passing of this resolution until the earliest of:
(i)the conclusion of the next annual general meeting of the Company;(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held;(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
9.As an ordinary resolution, THAT conditional upon the passing of resolutions set out in items 7 and 8 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of Shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the total number of issued Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).
10.To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2023.
11.To consider and, if thought fit, pass with or without amendments, the following resolution as special resolution:“THAT the sixth amended and restated memorandum and articles of association of the Company (incorporating the proposed amendments of the fifth amended and restated memorandum and articles of association of the Company, the details of which are set out in Appendix III to the Circular (the “New Memorandum and Articles of Association”), a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification purpose, be and is hereby approved and adopted as the new memorandum and articles of association of the Company in substitution for, and to the exclusion of, the fifth amended and restated memorandum and articles of association of the Company with immediate effect after the close of this meeting, and any one Director be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to implement the adoption of the New Memorandum and Articles of Association.”
|
| 2022-04-11 |
股东大会：
将于2022-05-17召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2021 and the reports of the Directors and independent auditor thereon.
2.To re-elect Mr. Fan Zheng as a non-executive Director.
3.To re-elect Mr. Zhao Hongqiang as an independent non-executive Director.
4.To re-elect Mr. Jiang Zhenyu as an independent non-executive Director.
5.To re-elect Prof. Xiao Xing as an independent non-executive Director.
6.To authorize the Board to fix the remuneration of the Directors of the Company.
7.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution
8.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:
9.as an ordinary resolution, THAT conditional upon the passing of resolutions set out in items 7 and 8 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of Shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the total number of issued Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).
10.To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2022.
|
| 2021-10-19 |
股东大会：
将于2021-11-16召开股东大会
会议内容 ▼▲
- 1.As a special resolution,THAT subject to the passing of the Class-based Resolution (as defined below) at each of the class meeting of holders of the Class A ordinary shares of the Company with a par value of US$0.0001 each (the “Class A Meeting”) and the class meeting of holders of Class B ordinary shares of the Company with a par value of US$0.0001 each (the “Class B Meeting”) convened on the same date and at the same place as the EGM, the Company’s Fourth Amended and Restated Memorandum of Association and Articles of Association (the“Existing Articles”) be amended and restated by their deletion in their entirety and by the substitution in their place of the Fifth Amended and Restated Memorandum of Association and Articles of Association in the form as set out in Part A of Appendix I to the circular of the Company dated October 19, 2021 (the “Circular”), by incorporating the following requirements under the Hong Kong Listing Rules: paragraph 2(1) of Part B of Appendix 13 and Rules 8A.09, 8A.13 to 8A.19 and 8A.22 to 8A.24 (a resolution to incorporate these requirements, the “Class-based Resolution) and by incorporating the Non-class-based Resolution (as defined in resolution 2 below).
2.As a special resolution,THAT if the Class-based Resolution is not passed at either the Class A Meeting or the Class B Meeting, the Existing Articles be amended and restated by their deletion in their entirety and by the substitution in their place of the Fifth Amended and Restated Memorandum of Association and Articles of Association in the form as set out in Part B of Appendix I to the Circular, by (a) incorporating the following requirements under the Hong Kong Listing Rules: (i) paragraphs 1(1), 1(2), 2(1), 4(1)-(5), 5, 7(2), 8, 10(2), 11(1), and 14 of Appendix 3, (ii) paragraphs 1, 3(1)-(3), 4(1)-(2) and 5(1)-(4) of Part B of Appendix 13 and (iii) Rules 8A.26 to 8A.35, and 8A.37 to 8A.41; (b) removing the right of Amp Lee Ltd. to appoint, remove, and replace at least one director of the Company as well as to appoint the chairman of the Board; (c) lowering the quorum of general meeting (which is not a class meeting) from one-third of all votes attaching to all shares in issue and entitled to vote at such general meeting in the Company to 10% of all votes attaching to all shares in issue and entitled to vote at such general meeting in the Company (on a one vote per share basis); (d) incorporating the requirement that where a general meeting is postponed by the Company’s directors, such meeting shall be postponed to a specific date, time, and place; (e) removing the directors’ discretion to, for the purpose of variation of rights attached to any class of shares, treat all the classes or any two or more classes as forming one class if they consider that all such classes would be affected in the same way by the proposals under consideration, as well as the directors’ powers to authorize the division of Shares into any number of classes and to determine the relative rights and obligations as between the different classes and to issue such shares with preferred or other rights that may be greater than the rights of the Class A Ordinary Shares as well as making the directors’ powers to issue preferred shares under the Existing Articles to be subject to the articles of association of the Company, compliance with the Hong Kong Listing Rules and the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission on Hong Kong, as amended, supplemented or otherwise modified from time to time (the “Takeovers Code”), and the conditions that (x) no new class of shares with voting rights superior to those of Class A Ordinary Shares will be created and (y) any variations in the relative rights as between the different classes will not result in creating new class of shares with voting rights superior to those of Class A Ordinary Shares; (f) changing the power to appoint the auditor of the Company and fix their remuneration from being that of the directors to that of the shareholders at annual general meetings unless such power is delegated to the directors by the shareholders at annual general meeting for that year; and (g) clarifying that the Company, its shareholders, directors and officers agree to submit to the jurisdiction of the courts of the Cayman Islands and Hong Kong, to the exclusion of other jurisdictions, to hear, settle and/or determine any dispute, controversy or claim whether arising out of or in connection with the articles of association or otherwise (together, the “Non-class-based Resolution”).
3.As an ordinary resolution,To grant a general mandate to the directors to issue, allot, and deal with additional Class A Ordinary shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.
4.As an ordinary resolution,To grant a general mandate to the directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.
5.As an ordinary resolution,To extend the general mandate granted to the directors to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares repurchased by the Company.
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| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
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