Here Group Ltd 6-K, filed Oct 1, 2025

Here Group Ltd (HERE)

6-K 2025-10-01 For: 2025-09-30

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Added on April 11, 2026

About this 6-K

Here Group Ltd filed this 6-K on October 1, 2025.

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	QUANTASING GROUP LIMITED

Date: September 30, 2025	By:	/s/ Peng Li
	Name:	Peng Li
	Title:	Chairman and Chief Executive Officer

Exhibit No.		Description
Exhibit 99.1		Press Release
Exhibit 99.2		Notice of Extraordinary General Meeting
Exhibit 99.3		Form of Proxy for Extraordinary General Meeting
Exhibit 99.4		Depositary Notice
Exhibit 99.5		Voting Instruction Card

	By Order of the Board of Directors,

	/s/ Peng Li
	Peng Li
	Chairman of the Board of Directors

“ADS”	means an American Depositary Share representing Class A Ordinary Shares;

“Affiliate”	means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, a Controlled Entity;

“Articles”	means these articles of association of the Company, as amended or substituted from time to time;

“Board” and “Board of Directors” and “Directors”	means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

“Cause”	means, as determined by the Board:

	(i)	a Person’s conviction of, guilty plea, no contest plea or plea of nolo contendere to (a) a felony or a crime involving moral turpitude or (b) any other crime which, in the case of this clause (b), is work related and results in material financial or reputational harm to the Company or its subsidiaries, taken as a whole;

	(ii)	a Person’s engagement in fraud, embezzlement, sexual harassment, theft or misappropriation of property, information or other assets, or willful and material dishonesty in connection with such person’s employment by the Company or any of its subsidiaries that results in material financial or reputational harm to the Company or its subsidiaries, taken as a whole;

	(iii)	a Person’s failure to comply with the written policies or rules of the Company and/or its subsidiaries, as such policies or rules may be in effect from time to time, that results in material financial or reputational harm to the Company or its subsidiaries, taken as a whole;

	(iv)	a Person’s material breach of any confidentiality agreement, non-competition agreement or similar agreement or covenant with the Company or its subsidiaries that results in material financial or reputational harm to the Company or its subsidiaries, taken as a whole;

	(v)	a Person’s act that would constitute “cause” under any employment agreement by such Person with the Company or its subsidiaries or the laws of the Cayman Islands;

“Chairperson”	means the chairperson of the Board of Directors;

“Class” or “Classes”	means any class or classes of Shares as may from time to time be issued by the Company;

“Class A Ordinary Share”	means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

“Class B Ordinary Share”	means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

“Commission”	means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Communication Facilities”	means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;

“Company”	means Here Group Limited奇梦岛集团有限公司, a Cayman Islands exempted company;

“Companies Act”	means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“Company’s Website”	means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders;

“Controlled Entity”	means a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

“Designated Person”	means Mr. Peng Li.

“Designated Stock Exchange”	means the stock exchange in the United States on which any Shares and ADSs are listed for trading;

“Designated Stock Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange;

“electronic”	has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“electronic communication”	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“Electronic Transactions Act”	means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“electronic record”	has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“Final Conversion Date”	means 5:00 p.m. in New York City, New York, USA on the business day immediately following the date that a Final Conversion Trigger Event occurs. In the event of a dispute regarding whether a Final Conversion Trigger Event has occurred, no Final Conversion Trigger Event will be deemed to have occurred unless and until an affirmative ruling regarding such event has been made by a court of competent jurisdiction;

“Final Conversion Trigger Event”	means the first to occur of:

	(i)	the death or Incapacity of the Designated Person;

	(ii)	the date upon which the Designated Person is no longer employed by the Company as its Chief Executive Officer for Cause

	(iii)	if the Designated Person was not employed as the Chief Executive Officer of the Company for at least five years following the date of the closing of the Company’s initial public offering, the date when the Designated Person is no longer employed by the Company as its Chief Executive Officer; and

	(iv)	if the Designated Person was employed as the Chief Executive Officer of the Company for at least five years following the date of the closing of the Company’s initial public offering, the earlier of: (a) the date the Designated Person ceases to be employed as the Chief Executive Officer of the Company and ceases to be a member of the board of directors of the Company; and (b) if the Designated Person continues to be a member of the board of directors of the Company upon ceasing to be employed as the Chief Executive Officer of the Company, the date that is two (2) years after the date the Designated Person first ceases to be employed as the Chief Executive Officer of the Company without regard to whether the Designated Person is a member of the board of directors on such second anniversary;

“Incapacity”	means, with respect to an individual, that such individual is incapable of managing his or her financial affairs and that can be expected to either result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as determined by a licensed medical practitioner. In the event of a dispute regarding whether an individual has suffered an Incapacity, no Incapacity of such individual will be deemed to have occurred unless and until an affirmative ruling regarding such Incapacity has been made by a court of competent jurisdiction;

“Memorandum of Association”	means the memorandum of association of the Company, as amended or substituted from time to time;

“Ordinary Resolution”	means a resolution:

	(a)	passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or

	(b)	approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

“Ordinary Share”	means a Class A Ordinary Share or a Class B Ordinary Share;

“paid up”	means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

“Person”	means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“Present”	means, in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities;

“Register”	means the register of Members of the Company maintained in accordance with the Companies Act;

“Registered Office”	means the registered office of the Company as required by the Companies Act;

“Seal”	means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary”	means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

“Securities Act”	means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“Share”	means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

“Shareholder” or “Member”	means a Person who is registered as the holder of one or more Shares in the Register;

“Share Premium Account”	means the share premium account established in accordance with these Articles and the Companies Act;

“signed”	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

“Special Resolution”	means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:

	(a)	passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or

	(b)	approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;

“United States”	means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and.

“Virtual Meeting”	means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairperson of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

RESOLUTION 1:	By way of special resolutions:

	a)	THAT the Company’s name be changed from QuantaSing Group Limited to Here Group Limited; and

	b)	THAT 奇梦岛集团有限公司 be adopted as the dual foreign name of the Company.