Pursuant to our currently effective memorandum and articles of association, the Shares held by 5brothers Limited shall together carry the number of votes equal to the number of votes carried by the Shares held by all other Shareholders, as a result of which, the shares held by 5brothers Limited are granted with the voting power representing 50% of all the voting power at the general meetings of our Company.
Summary · 第 17 页
In light of the Listing, on June 13, 2024, our Shareholders resolved to adopt a new memorandum and articles of association, effective immediately prior to the Listing, to replace our current memorandum and articles of association and terminate all the special rights granted to existing shareholders to comply with applicable laws and regulations after the Listing.
Summary · 第 17 页
Immediately following the completion of the Global Offering (assuming that the Over-allotment Option is not exercised and without taking into account any Shares that may be issued under the Share Incentive Schemes), our Co-Founders, through 5brothers Limited and their respective Principal BVI Holdco will control approximately 66.39% of all the voting powers at the general meetings of our Company, comprising approximately 32.25% beneficially owned by themselves through 5brothers Limited and approximately 34.14% vested to 5brothers Limited by the Proxy Investors, and will, together with 5brothers Limited and their respective Principal BVI Holdcos, continue to be a group of our Controlling Shareholders.
Each Class A Share shall entitle its holder to 10 votes, and each Class B Share shall entitle its holder to one vote on each resolution subject to a vote at our general meetings on a poll, except for resolutions with respect to the Reserved Matters, in relation to which each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a general meeting of the Company.
Summary · 第 9 页
In recognition of Mr. Li’s continuous contributions to the Group and to ensure further alignment of Mr. Li’s interests with those of the Company and its shareholders, the existing Shareholders of the Company unanimously agreed to issue 24,557,934 class B ordinary shares of par value of US$0.00001 each (the “Founder Award Shares”) at par value to Jumping Summit Limited, a company controlled by Mr. Li, on May 17, 2023.
Summary · 第 9 页
Our WVR Structure will enable the WVR Beneficiary to exercise voting control over us notwithstanding the WVR Beneficiary does not hold a majority economic interest in the share capital of our Company.
Our Company is proposing to adopt a weighted voting rights structure effective immediately prior to completion of the Global Offering.
Summary · 第 9 页
Immediately upon the completion of Global Offering, the WVR Beneficiary will be Mr. Chen Min.
Summary · 第 11 页
Our Company is adopting the WVR structure to enable the WVR Beneficiary to exercise voting control over our Company notwithstanding that the WVR Beneficiary does not hold a majority economic interest in the share capital of our Company.
As at the date of this document, Mr. Wang controls more than 30% of the total voting rights of our Company as a result of his controlled corporations holding super-voting rights in our Company.
Summary · 第 12 页
Upon Listing, our Company will unwind our weighted voting rights structure and under the Articles of Association, which takes effect upon Listing, all issued Shares (including Shares held by Mr. Wang through his controlled corporations) will be entitled to one vote each at a general meeting of our Company.
In light of the Existing WVR Structure and the Mr. Zhang and Huaqing Proxy Arrangement, as of the Latest Practicable Date, Dr. Ji is entitled to exercise 75.44% voting rights attached to 13.90% Shares of the Company
Summary · 第 24 页
On May 5, 2023, the Shareholders of our Company resolved to terminate the Existing WVR Structure effective upon the Listing Date.