6-K
WeRide Inc. (WRD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the monthof March 2026
Commission File Number: 001-42213
WeRide Inc.
21st Floor, Tower A, Guanzhou Life ScienceInnovation Center
No. 51, Luoxuan Road, Guangzhou InternationalBiotech Island
Guangzhou 510005
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WeRide Inc. | |
|---|---|
| By: | /s/ Jennifer Li |
| Name: | Jennifer Li |
| Title: | Chief Financial Officer |
Date: March 13, 2026
Exhibit 3.1
THE COMPANIESACT (AS REVISED)
OF THE CAYMANISLANDS
COMPANY LIMITEDBY SHARES
NINTH AMENDEDAND RESTATED
MEMORANDUM OFASSOCIATION
OF
WERIDE INC.
(adopted by a Special Resolution passed on March 13, 2026 and effective on March 13, 2026)
| 1. | The<br> name of the Company is WeRide Inc. |
|---|---|
| 2. | The<br> Registered Office of the Company is situated at the offices of International Corporation<br> Services Ltd, Harbour Place 2nd Floor, North Wing, 103 South Church Street, P.O. Box<br> 472, George Town, Grand Cayman KY1-1106, Cayman Islands, or at such other location within<br> the Cayman Islands as the Directors may from time to time determine. |
| --- | --- |
| 3. | The<br> objects for which the Company is established are unrestricted and the Company shall have<br> full power and authority to carry out any object not prohibited by the Companies Act or any<br> other law of the Cayman Islands. |
| --- | --- |
| 4. | The<br> Company shall have and be capable of exercising all the functions of a natural person of<br> full capacity irrespective of any question of corporate benefit as provided by the Companies<br> Act. |
| --- | --- |
| 5. | The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except<br> in furtherance of the business of the Company carried on outside the Cayman Islands; provided<br> that nothing in this section shall be construed as to prevent the Company from effecting<br> and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all<br> of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| --- | --- |
| 6. | The<br> liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held<br> by such Shareholder. |
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| 7. | The<br> authorized share capital of the Company is US$50,000 divided into 5,000,000,000 shares of<br> a par value of US$0.00001 each, comprising (i) 4,500,000,000 Class A ordinary shares<br> of a par value of US$0.00001 each, and (ii) 500,000,000 Class B ordinary shares<br> of a par value of US$0.00001 each. Subject to the Companies Act and the Articles, the Company<br> shall have power to redeem or purchase any of its Shares and to increase or reduce its authorized<br> share capital and to sub-divide or consolidate the said Shares or any of them and to issue<br> all or any part of its capital whether original, redeemed, increased or reduced with or without<br> any preference, priority, special privilege or other rights or subject to any postponement<br> of rights or to any conditions or restrictions whatsoever and so that unless the conditions<br> of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,<br> preference or otherwise shall be subject to the powers on the part of the Company hereinbefore<br> provided. |
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| 8. | The<br> Company has the power contained in the Companies Act to deregister in the Cayman Islands<br> and be registered by way of continuation in some other jurisdictions. |
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| 9. | Capitalized<br> terms that are not defined in this Memorandum of Association bear the same meanings as those<br> given in the Articles. |
| --- | --- |
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THE COMPANIESACT (AS REVISED)
OF THE CAYMANISLANDS
COMPANY LIMITEDBY SHARES
NINTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
WERIDE INC.
(adopted by a Special Resolution passed on March 13, 2026 and effective on March 13, 2026)
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
| 1. | In<br> these Articles the following defined terms will have the meanings ascribed to them, if not<br> inconsistent with the subject or context: |
|---|---|
| “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, shall include 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 percent (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; |
| “Articles” | means these articles of association of the Company, as amended or substituted from time to time; |
| “Auditor(s)” | the auditor(s) for the time being of the Company, if any; |
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| “Board” or “Board of Directors” | means the Directors assembled as a board or as a committee thereof; |
|---|---|
| “Chairman” | means the chairman 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$0.00001 in the capital of the Company, designated as a Class A Ordinary Share and having the rights provided for in these Articles; |
| “Class B Ordinary Share” | means an Ordinary Share of a par value of US$0.00001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles; |
| “Co-Founders” | Dr. Tony Xu Han (韓旭) and Dr. Yan Li (李岩), each of whom, a “Co-Founder”; |
| “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 technology (including without limitation 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 participating; |
| “Companies Act” | means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| “Company” | means WeRide Inc., a Cayman Islands exempted company; |
| “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 the Shareholders; |
| “Compliance Adviser” | has the meaning ascribed to it in the HKSE Listing Rules; |
| “Corporate Governance Committee” | means the corporate governance committee of the Board established in accordance with Article 142; |
| “Corporate Governance Code” | means the corporate governance code set out in Appendix C1 to the HKSE Listing Rules; |
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| “Corporate Governance Report” | means the corporate governance report to be included in<br>the Company’s annual reports or summary financial reports, if any, in accordance with the HKSE Listing Rules; |
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| “Designated Stock Exchange” | means the Nasdaq Stock Market for so long as the Company’s ADSs are there listed, the HKSE for so long as the Company’s Shares are there listed, and any other securities exchange or other system on which any Shares or ADSs are listed or authorized for trading from time to time; |
| “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 any Designated Stock Exchange, and for the avoidance of doubt, include the HKSE Listing Rules; |
| “Director” | means a member of the Board of Directors; |
| “Director Holding Vehicle” | means a limited partnership, trust, private company or other vehicle wholly-owned and wholly-controlled by a Co-Founder, where (i) in the case of a limited partnership, the terms of the limited partnership must expressly specify that the voting rights attached to such shares are solely dictated by the Co-Founder; (ii) in the case of a trust, the Co-Founder must in substance retain an element of control of the trust and any immediate holding companies; and the purpose of the trust must be for estate planning and/or tax planning purposes; and (iii) in the case of a private company or other vehicle, the Co-Founder (or a trust referred to in (ii) above) must wholly own and control that vehicle at all relevant times; |
| “electronic” | has the meaning given to it in the Electronic Transactions Act; |
| “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 votes of the Board; |
| “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; |
| “Electronic Transactions Act” | means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
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| “Exchange Act” | means the Securities and Exchange Act of 1934 of the United States of America, as amended, and the rules and regulations of the Commission thereunder, in effect at the time; |
|---|---|
| “HKSE” | means The Stock Exchange of Hong Kong Limited; |
| “HKSE Listing Rules” | **** means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time; |
| “Independent Non-executive Director” | means a Director recognized as such by the HKSE Listing Rules; |
| “Memorandum of Association” | means the memorandum of association of the Company, as amended or substituted from time to time; |
| “Nomination Committee” | means the nomination committee of the Board established in accordance with Article 137; |
| “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 authorized 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 such 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; |
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| “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 venue specified in the notice convening 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 in accordance with procedures specified in the notice convening such general meeting; and “Presence” shall be construed accordingly; |
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| “Recognized Clearing House” | shall include the recognized clearing house as defined in Part I of Schedule 1 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any amendments thereto or re- enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| “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, and the rules and regulations of the Commission thereunder, in effect at the time; |
| “Share” | means a share in the share 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; |
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| “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; |
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| “Special Resolution” | means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: |
| (a) | passed<br> by not less than two-thirds of the votes cast by such Shareholders as, being entitled to<br> do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations,<br> by their duly authorized representatives, at a general meeting of the Company of which notice<br> specifying the intention to propose the resolution as a special resolution has been duly<br> given; or |
| --- | --- |
| (b) | approved<br> in writing by all of the Shareholders entitled to vote at a general meeting of the Company<br> in one or more instruments each signed by one or more of such Shareholders and the effective<br> date of the special resolution so adopted shall be the date on which the instrument or the<br> last of such instruments, if more than one, is executed; |
| “Super-Majority Resolution” | means a type of Special Resolution but where the requisite majority shall be not less than three-fourths of such Members as, being entitled to do so, vote as above (excluding voting rights attaching to Treasury Shares), and includes a unanimous written resolution; |
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| “Takeovers Code” | means The Codes on Takeovers and Mergers and Share Buy- backs issued by the Securities and Futures Commission of Hong Kong; |
| “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 chairman of the meeting and any Directors) are permitted to be Present solely by means of Communication Facilities. |
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| 2. | In<br> these Articles, save where the context requires otherwise: |
|---|---|
| (a) | words<br> importing the singular number shall include the plural number and vice versa; |
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| (b) | words<br> importing the masculine gender only shall include the feminine gender and any Person as the<br> context may require; |
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| (c) | the<br> word “may” shall be construed as permissive and the word “shall”<br> shall be construed as imperative; |
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| (d) | reference<br> to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents<br> of the United States of America; |
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| (e) | reference<br> to a statutory enactment shall include reference to any amendment or re- enactment thereof<br> for the time being in force; |
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| (f) | reference<br> to any determination by the Directors shall be construed as a determination by the Directors<br> in their sole and absolute discretion and shall be applicable either generally or in any<br> particular case; |
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| (g) | reference<br> to “in writing” shall be construed as written or represented by any means reproducible<br> in writing, including any form of print, lithograph, email, facsimile, photograph or telex<br> or represented by any other substitute or format for storage or transmission for writing<br> including in the form of an electronic record or partly one and partly another; |
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| (h) | any<br> requirements as to delivery under the Articles include delivery in the form of an electronic<br> record or an electronic communication; |
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| (i) | any<br> requirements as to execution or signature under the Articles, including the execution of<br> the Articles themselves, can be satisfied in the form of an electronic signature as defined<br> in the Electronic Transactions Act; and |
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| (j) | Sections<br> 8 and 19(3) of the Electronic Transactions Act shall not apply. |
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| 3. | Subject<br> to the last two preceding Articles, any words defined in the Companies Act shall, if not<br> inconsistent with the subject or context, bear the same meaning in these Articles. |
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PRELIMINARY
| 4. | The<br> business of the Company may be conducted as the Directors see fit. |
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| 5. | The<br> Registered Office shall be at such address in the Cayman Islands as the Directors may from<br> time to time determine. The Company may in addition establish and maintain such other offices<br> and places of business and agencies in such places as the Directors may from time to time<br> determine. |
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| 6. | The<br> expenses incurred in the formation of the Company and in connection with the offer for subscription<br> and issue of Shares shall be paid by the Company. Such expenses may be amortized over such<br> period as the Directors may determine and the amount so paid shall be charged against income<br> and/or capital in the accounts of the Company as the Directors shall determine. |
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| 7. | The<br> Directors shall keep, or cause to be kept, the Register at such place as the Directors may<br> from time to time determine and, in the absence of any such determination, the Register shall<br> be kept at the Registered Office. |
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SHARES
| 8. | Subject<br> to these Articles, the Designated Stock Exchange Rules, and other applicable laws or regulations,<br> all Shares for the time being unissued shall be under the control of the Directors who may,<br> in their absolute discretion and without the approval of the Members, cause the Company to: |
|---|---|
| (a) | issue,<br> allot and dispose of Shares (including, without limitation, preferred shares) (whether in<br> certificated form or non-certificated form) to such Persons, in such manner, on such terms<br> and having such rights and being subject to such restrictions as they may from time to time<br> determine; |
| --- | --- |
| (b) | grant<br> rights over Shares or other securities to be issued in one or more classes or series as they<br> deem necessary or appropriate and determine the designations, powers, preferences, privileges<br> and other rights attaching to such Shares or securities, including dividend rights, voting<br> rights, conversion rights, terms of redemption and liquidation preferences, any or all of<br> which may be greater than the powers, preferences, privileges and rights associated with<br> the then issued and outstanding Shares, at such times and on such other terms as they think<br> proper; and |
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| (c) | grant<br> options with respect to Shares and issue warrants, convertible securities or similar instruments<br> conferring the right upon the holders thereof to subscribe for, purchase or receive any Shares<br> or securities in the capital of the Company on such terms as it may from time to time determine. |
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| 9. | Subject<br> to these Articles, the HKSE Listing Rules, the Takeovers Code, and other applicable laws<br> or regulations, and on the conditions that (i) no new Class of shares with voting<br> rights superior to those of Class A Ordinary Shares will be created; and (ii) any<br> variations in the relevant rights as between different Classes of Shares will not result<br> in creating a new Class of Shares with voting rights superior to those of Class A<br> Ordinary Shares, the Directors may issue from time to time, out of the authorized share capital<br> of the Company (other than the authorized but unissued Ordinary Shares), series of preferred<br> shares in their absolute discretion and without approval of the Members; provided, however,<br> before any preferred shares of any such series are issued, the Directors shall by resolution<br> of Directors determine, with respect to any series of preferred shares, the terms and rights<br> of that series, including: |
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| (a) | the<br> designation of such series, the number of preferred shares to constitute such series and<br> the subscription price thereof if different from the par value thereof; |
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| (b) | whether<br> the preferred shares of such series shall have voting rights, in addition to any voting rights<br> provided by law, and, if so, the terms of such voting rights, which may be general or limited; |
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| (c) | the<br> dividends, if any, payable on such series, whether any such dividends shall be cumulative,<br> and, if so, from what dates, the conditions and dates upon which such dividends shall be<br> payable, and the preference or relation which such dividends shall bear to the dividends<br> payable on any shares of any other Class or any other series of shares; |
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| (d) | whether<br> the preferred shares of such series shall be subject to redemption by the Company, and, if<br> so, the times, prices and other conditions of such redemption; |
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| (e) | whether<br> the preferred shares of such series shall have any rights to receive any part of the assets<br> available for distribution amongst the Members upon the liquidation of the Company, and,<br> if so, the terms of such liquidation preference, and the relation which such liquidation<br> preference shall bear to the entitlements of the holders of shares of any other Class or<br> any other series of shares; |
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| (f) | whether<br> the preferred shares of such series shall be subject to the operation of a retirement or<br> sinking fund and, if so, the extent to and manner in which any such retirement or sinking<br> fund shall be applied to the purchase or redemption of the preferred shares of such series<br> for retirement or other corporate purposes and the terms and provisions relative to the operation<br> thereof; |
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| (g) | whether<br> the preferred shares of such series shall be convertible into, or exchangeable for, shares<br> of any other Class or any other series of preferred shares or any other securities and,<br> if so, the price or prices or the rate or rates of conversion or exchange and the method,<br> if any, of adjusting the same, and any other terms and conditions of conversion or exchange; |
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| (h) | the<br> limitations and restrictions, if any, to be effective while any preferred shares of such<br> series are outstanding upon the payment of dividends or the making of other distributions<br> on, and upon the purchase, redemption or other acquisition by the Company of, the existing<br> shares or shares of any other Class of shares or any other series of preferred shares; |
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| (i) | the<br> conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon<br> the issue of any additional shares, including additional shares of such series or of any<br> other Class of shares or any other series of preferred shares; and |
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| (j) | any<br> other powers, preferences and relative, participating, optional and other special rights,<br> and any qualifications, limitations and restrictions thereof, |
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and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
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| 10. | The<br> Company may insofar as may be permitted by law, pay a commission to any Person in consideration<br> of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares.<br> Such commissions may be satisfied by the payment of cash or the lodgment of fully or partly<br> paid-up Shares or partly in one way and partly in the other. The Company may also pay such<br> brokerage as may be lawful on any issue of Shares. |
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| 11. | The<br> Directors may refuse to accept any application for Shares, and may accept any application<br> in whole or in part, for any reason or for no reason. |
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CLASS A ORDINARY SHARESAND CLASS B ORDINARY SHARES
| 12. | Holders<br> of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote<br> together as one class on all resolutions submitted to a vote by the Members. Each Class A<br> Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject<br> to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle<br> the holder thereof to ten (10) votes on all matters subject to vote at general meetings<br> of the Company. |
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| 13. | Notwithstanding<br> any provisions in these Articles to the contrary, neither the Company nor any holder of Class B<br> Ordinary Shares shall take any action (including the issue and repurchase of Shares of any<br> Class) that would result in (a) the aggregate number of votes entitled to be cast by<br> all holders of Class A Ordinary Shares (for the avoid of doubt, excluding holders of<br> Class A Ordinary Shares who also own or control any Class B Ordinary Shares) Present<br> at a general meeting to be less than 10% of the votes entitled to be cast by all Members<br> at a general meeting (excluding voting rights attaching to Treasury Shares); or (b) an<br> increase in the proportion of Class B Ordinary Shares to the total number of Shares<br> in issue at any time. |
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| 14. | No<br> further Class B Ordinary Shares shall be issued by the Company, except with the prior<br> approval of the HKSE and pursuant to (i) an offer to subscribe for Shares made to all<br> the Members pro rata (apart from fractional entitlements) to their existing holdings; (ii) a<br> pro rata issue of Shares to all Members by way of scrip dividends; or (iii) pursuant<br> to a stock split or other capital reorganization; provided further that, each Member shall<br> be entitled to subscribe for (in a pro rata offer) or be issued (in an issue of shares by<br> way of scrip dividends) Shares in the same Class as the Shares then held by him; and<br> further provided that the HKSE is satisfied that the proposed allotment or issuance will<br> not result in an increase in the proportion of Class B Ordinary Shares in issue, so<br> that: |
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| (a) | if,<br> under a pro rata offer, any holder of Class B Ordinary Shares does not take up any part<br> of the Class B Ordinary Shares or the rights thereto offered to him, such untaken Shares<br> (or rights) shall only be transferred to another person on the basis that such transferred<br> rights will only entitle the transferee to an equivalent number of Class A Ordinary<br> Shares; |
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| (b) | to<br> the extent that rights to Class A Ordinary Shares in a pro rata offer are not taken<br> up in their entirety, the number of Class B Ordinary Shares that shall be allotted,<br> issued or granted in such pro rata offer shall be reduced proportionately; and |
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| (c) | where<br> necessary, holders of Class B Ordinary Shares must use their best endeavors to enable<br> the Company to comply with this Article. |
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| 15. | In<br> the event the Company reduces the number of Class A Ordinary Shares in issue (for instance,<br> through a purchase of its own Shares), the holders of Class B Ordinary Shares shall<br> reduce their weighted voting rights in the Company proportionately, whether through a conversion<br> of a portion of their Class B Ordinary Shares into Class A Ordinary Shares or otherwise,<br> if the reduction in the number of Class A Ordinary Shares in issue (after deducting<br> Treasury Shares) would otherwise result in an increase in the proportion of Class B<br> Ordinary Shares to the total number of shares in issue. |
|---|---|
| 16. | The<br> Company shall not change the terms of the Class B Ordinary Shares so as to increase<br> the weighted voting rights attached to each Class B Ordinary Share. If the Company wishes<br> to reduce the weighted voting rights attached to each Class B Ordinary Share, it must,<br> in addition to complying with any requirements under law, first obtain the prior approval<br> of the HKSE and, if approval is granted, must announce the change. |
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| 17. | Class B<br> Ordinary Shares shall only be held by a Co-Founder or a Director Holding Vehicle. Subject<br> to the HKSE Listing Rules or other applicable laws or regulations, each Class B<br> Ordinary Share shall be automatically converted into one Class A Ordinary Share upon<br> the occurrence of any of the following events: |
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| (a) | the<br> death of the holder of such Class B Ordinary Share (or, where the holder is a Director<br> Holding Vehicle, the death of the Co-Founder holding and controlling such Director Holding<br> Vehicle); |
| --- | --- |
| (b) | the<br> holder of such Class B Ordinary Share ceasing to be a Director or a Director Holding<br> Vehicle for any reason; |
| --- | --- |
| (c) | the<br> holder of such Class B Ordinary Share (or, where the holder is a Director Holding Vehicle,<br> the Co-Founder holding and controlling such Director Holding Vehicle) being deemed by the<br> HKSE to be incapacitated for the purpose of performing his duties as a Director; |
| --- | --- |
| (d) | the<br> holder of such Class B Ordinary Share (or, where the holder is a Director Holding Vehicle,<br> the Co-founder holding and controlling such Director Holding Vehicle) being deemed by the<br> HKSE to no longer meet the requirements of a director set out in the HKSE Listing Rules;<br> or |
| --- | --- |
| (e) | any<br> direct or indirect sale, transfer, assignment or disposition of the beneficial ownership<br> of, or economic interest in, such Class B Ordinary Share or the control over the voting<br> rights attached to such Class B Ordinary Share (through voting proxies or otherwise)<br> to any person, including by reason that a Director Holding Vehicle no longer complies with<br> Rule 8A.18(2) of the HKSE Listing Rules or any Co-Founder and a third party<br> which is neither a Co-Founder or a Director Holding Vehicle entering into any arrangement<br> or understanding resulting in a transfer of weighted voting rights from the Co-Founder to<br> such third party (in which case the Company and the Co-Founder or the Director Holding Vehicle<br> must notify the HKSE as soon as practicable with details of the non-compliance), other than<br> a transfer of the legal title to such Class B Ordinary Share by a Co-Founder to a Director<br> Holding Vehicle or by a Director Holding Vehicle to the Co-Founder or another Director Holding<br> Vehicle. |
| --- | --- |
13
For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this Article unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party which is neither a Co- Founder or a Director Holding Vehicle holding directly or indirectly legal or beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares.
| 18. | All<br> of the Class B Ordinary Shares in the authorized share capital shall be automatically<br> re- designated into Class A Ordinary Shares in the event none of the holders of the<br> Class B Ordinary Shares at the time of the Company’s initial listing on the HKSE<br> have beneficial ownership of Class B Ordinary Shares, and no further Class B Ordinary<br> Shares shall be issued by the Company. |
|---|---|
| 19. | Each<br> Class B Ordinary Share is convertible into one (1) Class A Ordinary Share<br> at any time at the option of the holder thereof. The right to convert shall be exercisable<br> by the holder of the Class B Ordinary Share delivering a written notice to the Company<br> that such holder elects to convert a specified number of Class B Ordinary Shares into<br> Class A Ordinary Shares. The Company must seek the HKSE’s prior approval of the<br> listing of any Class A Ordinary Shares that are issuable upon conversion of Class B<br> Ordinary Shares. |
| --- | --- |
| 20. | Any<br> conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to<br> these Articles shall be effected by means of the re-designation of each relevant Class B<br> Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective forthwith<br> upon entries being made in the Register to record the re-designation of the relevant Class B<br> Ordinary Shares as Class A Ordinary Shares at the relevant time. |
| --- | --- |
| 21. | Class A<br> Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. |
| --- | --- |
| 22. | Save<br> and except for voting rights and conversion rights as set out in Articles 12 to 21 (inclusive),<br> Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.<br> Weighted voting rights must only be attached to one class of the Company’s equity securities. |
| --- | --- |
MODIFICATION OF RIGHTS
| 23. | Whenever<br> the capital of the Company is divided into different Classes the rights attached to any such<br> Class may, subject to any rights or restrictions for the time being attached to any<br> Class, only be varied with the consent in writing of the holders of not less than three-<br> fourths (3/4) in nominal value of the issued Shares of that Class or with the sanction<br> of a resolution passed at a separate meeting of the holders of the Shares of that Class by<br> the holders of not less than three-fourths (3/4) in nominal value of the issued Shares of<br> that Class present in person or by proxy and voting at such meeting. To every such separate<br> meeting all the provisions of these Articles relating to general meetings of the Company<br> or to the proceedings thereat shall, mutatis mutandis , apply, except that the necessary<br> quorum shall be one or more Persons holding or representing by proxy at least one-third (1/3)<br> in nominal or |
|---|
14
par value amount of the issued Shares of the relevant Class (excluding Treasury Shares) (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one (1) vote for each Share of the Class held by him.
CERTIFICATES
| 24. | The<br> Shares will be issued in fully registered, book-entry form. Certificates will not be issued<br> unless the Directors determine otherwise. All share certificates (if any) shall specify the<br> Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly<br> by several Persons the Company shall not be bound to issue more than one certificate, and<br> delivery of a certificate for a Share to one of several joint holders shall be sufficient<br> delivery to all. All certificates shall specify the Share or Shares held by that Person,<br> provided that in respect of a Share or Shares held jointly by several Persons the Company<br> shall not be bound to issue more than one certificate, and delivery of a certificate for<br> a Share to one of several joint holders shall be sufficient delivery to all. All certificates<br> for Shares shall be delivered personally or sent through the post addressed to the Member<br> entitled thereto at the Member’s registered address as appearing in the Register. |
|---|---|
| 25. | Every<br> share certificate of the Company shall bear legends required under the applicable laws, including<br> the Securities Act. |
| --- | --- |
| 26. | Every<br> share certificate of the Company shall prominently include the words “A company controlled<br> through weighted voting rights” or such language as may be specified by the HKSE from<br> time to time. |
| --- | --- |
| 27. | Any<br> two or more certificates representing Shares of any one Class held by any Member may<br> at the Member’s request be cancelled and a single new certificate for such Shares issued<br> in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller<br> sum as the Directors shall determine. |
| --- | --- |
| 28. | If<br> a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed,<br> a new certificate representing the same Shares may be issued to the relevant Member upon<br> request, subject to delivery up of the old certificate or (if alleged to have been lost,<br> stolen or destroyed) compliance with such conditions as to evidence and indemnity and the<br> payment of out-of-pocket expenses of the Company in connection with the request as the Directors<br> may think fit. |
| --- | --- |
| 29. | In<br> the event that Shares are held jointly by several Persons, any request may be made by any<br> one of the joint holders and if so made shall be binding on all of the joint holders. |
| --- | --- |
FRACTIONAL SHARES
| 30. | The<br> Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be<br> subject to and carry the corresponding fraction of liabilities (whether with respect to nominal<br> or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges,<br> qualifications, restrictions, rights (including, without prejudice to the generality of the<br> foregoing, voting and participation rights) and other attributes of a whole Share. If more<br> than one fraction of a Share of the same Class is issued to or acquired by the same<br> Shareholder such fractions shall be accumulated. |
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15
LIEN
| 31. | The<br> Company has a first and paramount lien on every Share (whether or not fully paid) for all<br> amounts (whether presently payable or not) payable at a fixed time or called in respect of<br> that Share. The Company also has a first and paramount lien on every Share registered in<br> the name of a Person indebted or under liability to the Company (whether he is the sole registered<br> holder of a Share or one of two or more joint holders) for all amounts owing by him or his<br> estate to the Company (whether or not presently payable). The Directors may at any time declare<br> a Share to be wholly or in part exempt from the provisions of this Article. The Company’s<br> lien on a Share extends to any amount payable in respect of it, including but not limited<br> to dividends. |
|---|---|
| 32. | The<br> Company may sell, in such manner as the Directors in their absolute discretion think fit,<br> any Share on which the Company has a lien, but no sale shall be made unless an amount in<br> respect of which the lien exists is presently payable nor until the expiration of fourteen |
| --- | --- |
(14) calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
| 33. | For<br> giving effect to any such sale the Directors may authorize a Person to transfer the Shares<br> sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares<br> comprised in any such transfer and he shall not be bound to see to the application of the<br> purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity<br> in the proceedings in reference to the sale. |
|---|---|
| 34. | The<br> proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company<br> shall be received by the Company and applied in payment of such part of the amount in respect<br> of which the lien exists as is presently payable, and the residue shall (subject to a like<br> lien for sums not presently payable as existed upon the Shares prior to the sale) be paid<br> to the Person entitled to the Shares immediately prior to the sale. |
| --- | --- |
CALLS ON SHARES
| 35. | Subject<br> to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders<br> in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving<br> at least fourteen (14) calendar days’ notice specifying the time or times of payment)<br> pay to the Company at the time or times so specified the amount called on such Shares. A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorizing<br> such call was passed. |
|---|---|
| 36. | The<br> joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
| --- | --- |
| 37. | If<br> a sum called in respect of a Share is not paid before or on the day appointed for payment<br> thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate<br> of eight percent (8%) per annum from the day appointed for the payment thereof to the time<br> of the actual payment, but the Directors shall be at liberty to waive payment of that interest<br> wholly or in part. |
| --- | --- |
16
| 38. | The<br> provisions of these Articles as to the liability of joint holders and as to payment of interest<br> shall apply in the case of non-payment of any sum which, by the terms of issue of a Share,<br> becomes payable at a fixed time, whether on account of the amount of the Share, or by way<br> of premium, as if the same had become payable by virtue of a call duly made and notified. |
|---|---|
| 39. | The<br> Directors may make arrangements with respect to the issue of partly paid Shares for a difference<br> between the Shareholders, or the particular Shares, in the amount of calls to be paid and<br> in the times of payment. |
| --- | --- |
| 40. | The<br> Directors may, if they think fit, receive from any Shareholder willing to advance all or<br> any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon<br> all or any of the moneys so advanced may (until the same would, but for such advance, become<br> presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary<br> Resolution, eight percent (8%) per annum) as may be agreed upon between the Shareholder paying<br> the sum in advance and the Directors. No such sum paid in advance of calls shall entitle<br> the Member paying such sum to any portion of a dividend declared in respect of any period<br> prior to the date upon which such sum would, but for such payment, become presently payable. |
| --- | --- |
FORFEITURE OF SHARES
| 41. | If<br> a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares<br> on the day appointed for payment, the Directors may, at any time thereafter during such time<br> as any part of such call or instalment remains unpaid, serve a notice on him requiring payment<br> of so much of the call or instalment as is unpaid, together with any interest which may have<br> accrued. |
|---|---|
| 42. | The<br> notice shall name a further day (not earlier than the expiration of fourteen (14) calendar<br> days from the date of the notice) on or before which the payment required by the notice is<br> to be made, and shall state that in the event of non-payment at or before the time appointed,<br> the Shares in respect of which the call was made will be liable to be forfeited. |
| --- | --- |
| 43. | If<br> the requirements of any such notice as aforesaid are not complied with, any Share in respect<br> of which the notice has been given may at any time thereafter, before the payment required<br> by notice has been made, be forfeited by a resolution of the Directors to that effect. |
| --- | --- |
| 44. | A<br> forfeited Share may be sold or otherwise disposed of on such terms and in such manner as<br> the Directors think fit, and at any time before a sale or disposition the forfeiture may<br> be cancelled on such terms as the Directors think fit. |
| --- | --- |
| 45. | A<br> Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the<br> forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys<br> which at the date of forfeiture were payable by him to the Company in respect of the Shares<br> forfeited, but his liability shall cease if and when the Company receives payment in full<br> of the amount unpaid on the Shares forfeited. |
| --- | --- |
| 46. | A<br> certificate in writing under the hand of a Director that a Share has been duly forfeited<br> on a date stated in the certificate shall be conclusive evidence of the facts in the declaration<br> as against all Persons claiming to be entitled to the Share. |
| --- | --- |
17
| 47. | The<br> Company may receive the consideration, if any, given for a Share on any sale or disposition<br> thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer<br> of the Share in favor of the Person to whom the Share is sold or disposed of and that Person<br> shall be registered as the holder of the Share and shall not be bound to see to the application<br> of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity<br> or invalidity in the proceedings in reference to the disposition or sale. |
|---|---|
| 48. | The<br> provisions of these Articles as to forfeiture shall apply in the case of non-payment of any<br> sum which by the terms of issue of a Share becomes due and payable, whether on account of<br> the amount of the Share, or by way of premium, as if the same had been payable by virtue<br> of a call duly made and notified. |
| --- | --- |
TRANSFER OF SHARES
| 49. | The<br> instrument of transfer of any Share shall be in writing and in any usual or common form or<br> in such other form as the Directors may, in their absolute discretion, approve provided always<br> that it shall be in such a form prescribed by the HKSE and be executed by or on behalf of<br> the transferor and if in respect of a nil or partly paid up Share, or if so required by the<br> Directors, shall also be executed on behalf of the transferee, in each case, may be under<br> hand only or, if the transferor or transferee is a Recognized Clearing House (or its nominee(s)),<br> under hand or by machine imprinted signature or by such other means of execution as the Board<br> may approve from time to time and shall be accompanied by the certificate (if any) of the<br> Shares to which it relates and such other evidence as the Directors may reasonably require<br> to show the right of the transferor to make the transfer. The transferor shall be deemed<br> to remain a Shareholder until the name of the transferee is entered in the Register in respect<br> of the relevant Shares. |
|---|---|
| (a) | The<br> Directors may in their absolute discretion decline to register any transfer of Shares which<br> is not fully paid up, on which the Company has a lien, or if, in the Directors’ sole<br> discretion, such transfer may constitute a violation or breach of any applicable laws or<br> regulations, or the terms of any applicable agreements to which any Member or any of its<br> Affiliates is a party. |
| --- | --- |
| (b) | The<br> Directors may also decline to register any transfer of any Share unless: |
| --- | --- |
| (i) | the<br> instrument of transfer is lodged with the Company, accompanied by the certificate for the<br> Shares to which it relates and such other evidence as the Board may reasonably require to<br> show the right of the transferor to make the transfer; |
| --- | --- |
| (ii) | the<br> instrument of transfer is in respect of only one Class of Shares; |
| --- | --- |
| (iii) | the<br> instrument of transfer is properly stamped, if required; |
| --- | --- |
| (iv) | in<br> the case of a transfer to joint holders, the number of joint holders to whom the Share is<br> to be transferred does not exceed four; and |
| --- | --- |
| (v) | a<br> fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or<br> such lesser sum as the Board of Directors may from time to time require, is paid to the Company<br> in respect thereof. |
| --- | --- |
18
| 50. | The<br> registration of transfers may, on ten (10) calendar days’ notice being given by<br> advertisement in such one or more newspapers, by electronic means or by any other means in<br> accordance with the Designated Stock Exchange Rules, be suspended and the Register closed<br> at such times and for such periods as the Directors may, in their absolute discretion, from<br> time to time determine, provided always that such registration of transfer shall not be suspended<br> nor the Register closed for more than thirty (30) calendar days in any calendar year (or<br> such longer period as the Members may by Ordinary Resolution determine provided that such<br> period shall not be extended beyond sixty (60) calendar days in any calendar year). |
|---|---|
| 51. | All<br> instruments of transfer that are registered shall be retained by the Company. If the Directors<br> refuse to register a transfer of any Shares, they shall within three (3) calendar months<br> after the date on which the instrument of transfer was lodged with the Company send notice<br> of the refusal to each of the transferor and the transferee. |
| --- | --- |
TRANSMISSION OF SHARES
| 52. | The<br> legal personal representative of a deceased sole holder of a Share shall be the only Person<br> recognized by the Company as having any title to the Share. In the case of a Share registered<br> in the name of two or more holders, the survivors or survivor, or the legal personal representatives<br> of the deceased survivor, shall be the only Person recognized by the Company as having any<br> title to the Share. |
|---|---|
| 53. | Any<br> Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder<br> shall, upon such evidence being produced as may from time to time be required by the Directors,<br> have the right either to be registered as a Shareholder in respect of the Share or, instead<br> of being registered himself, to make such transfer of the Share as the deceased or bankrupt<br> Person could have made; but the Directors shall, in either case, have the same right to decline<br> or suspend registration as they would have had in the case of a transfer of the Share by<br> the deceased or bankrupt Person before the death or bankruptcy. |
| --- | --- |
| 54. | A<br> Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder<br> shall be entitled to the same dividends and other advantages to which he would be entitled<br> if he were the registered Shareholder, except that he shall not, before being registered<br> as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right<br> conferred by membership in relation to meetings of the Company, provided however, that the<br> Directors may at any time give notice requiring any such Person to elect either to be registered<br> himself or to transfer the Share, and if the notice is not complied with within ninety (90)<br> calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or<br> other monies payable in respect of the Share until the requirements of the notice have been<br> complied with. |
| --- | --- |
| 55. | Subject<br> to the provisions of the Companies Act, if the Board considers it necessary or appropriate,<br> the Company may establish and maintain a principal or branch Register at such location as<br> the Board thinks fit and there shall be entered therein the particulars of the Members and<br> the shares issued to each of them and other particulars required under the Companies Act. |
| --- | --- |
| 56. | Except<br> when a Register is closed and, if applicable, subject to the additional provisions of Article 50,<br> the principal Register and any branch Register shall during business hours be kept open to<br> inspection by any Member without charge. |
| --- | --- |
19
REGISTRATIONOF EMPOWERING INSTRUMENTS
| 57. | The<br> Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the<br> registration of every probate, letters of administration, certificate of death or marriage,<br> power of attorney, notice in lieu of distringas, or other instrument. |
|---|
ALTERATION OFSHARE CAPITAL
| 58. | The<br> Company may from time to time by Ordinary Resolution increase the share capital by such sum,<br> to be divided into Shares of such Classes and amount, as the resolution shall prescribe. |
|---|---|
| 59. | The<br> Company may by Ordinary Resolution: |
| --- | --- |
| (a) | increase<br> its share capital by new Shares of such amount as it thinks expedient; |
| --- | --- |
| (b) | consolidate<br> and divide all or any of its share capital into Shares of a larger amount than its existing<br> Shares; |
| --- | --- |
| (c) | subdivide<br> its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum<br> of Association, provided that in the subdivision the proportion between the amount paid and<br> the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the<br> Share from which the reduced Share is derived; and |
| --- | --- |
| (d) | cancel<br> any Shares that, at the date of the passing of the resolution, have not been taken or agreed<br> to be taken by any Person and diminish the amount of its share capital by the amount of the<br> Shares so cancelled. |
| --- | --- |
| 60. | The<br> Company may by Special Resolution reduce its share capital and any capital redemption reserve<br> in any manner authorized by the Companies Act. |
| --- | --- |
REDEMPTION, PURCHASEAND SURRENDER OF SHARES
| 61. | Subject<br> to the provisions of the Companies Act and these Articles, the Company may: |
|---|---|
| (a) | issue<br> Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder<br> or the Company. The redemption of Shares shall be effected in such manner and upon such terms<br> as may be determined, before the issue of such Shares, by either the Board or by the Shareholders<br> by Special Resolution; |
| --- | --- |
| (b) | purchase<br> its own Shares (including any redeemable Shares) on such terms and in such manner and terms<br> as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise<br> authorized by these Articles; and |
| --- | --- |
| (c) | make<br> a payment in respect of the redemption or purchase of its own Shares in any manner permitted<br> by the Companies Act, including out of its capital, profits or the proceeds of a fresh issue<br> of Shares. |
| --- | --- |
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| 62. | The<br> purchase of any Share shall not oblige the Company to purchase any other Share other than<br> as may be required pursuant to applicable law and any other contractual obligations of the<br> Company. |
|---|---|
| 63. | The<br> holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if<br> any) thereof for cancellation and thereupon the Company shall pay to him the purchase or<br> redemption monies or consideration in respect thereof. |
| --- | --- |
| 64. | The<br> Directors may accept the surrender for no consideration of any fully paid Share. |
| --- | --- |
TREASURY SHARES
| 65. | The<br> Directors may, prior to the purchase, redemption or surrender of any Share, determine that<br> such Share shall be held as a Treasury Share. |
|---|---|
| 66. | The<br> Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms<br> as they think proper (including, without limitation, for nil consideration). |
| --- | --- |
GENERAL MEETINGS
| 67. | All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings. |
|---|---|
| 68. | (a) <br> The Company shall in each financial year hold a general meeting as its annual general meeting<br> within six months (or such other period as may be permitted in the Designated Stock Exchange<br> Rules) after the end of such financial year, and shall specify the meeting as such in the<br> notices calling it. The annual general meeting shall be held at such time and place (or held<br> as a Virtual Meeting) as may be determined by the Directors. |
| --- | --- |
| (b) | At these meetings the report of<br>the Directors (if any) shall be presented. |
| --- | --- |
| 69. | (a) <br> The Chairman or a majority of the Directors may call general meetings, and they shall on<br> a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting<br> of the Company. |
| --- | --- |
| (b) | A<br> Shareholders’ requisition is a requisition of Member(s) holding not less than<br> one- tenth (1/10) of all votes attaching to all issued Shares (excluding Treasury Shares)<br> of the Company (on a one vote per share basis) that carry the right to vote at general meetings<br> of the Company, and such Member(s) may also add resolutions to the agenda of any general<br> meeting of the Company. |
| --- | --- |
| (c) | The<br> requisition must state the objects of the meeting and the resolutions to be added to the<br> meeting agenda, and must be signed by the requisitionists and deposited at the Registered<br> Office, and may consist of several documents in like form each signed by one or more requisitionists. |
| --- | --- |
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| (d) | If<br> there are no Directors as at the date of the deposit of the Shareholders’ requisition,<br> or if the Directors do not within twenty-one (21) calendar days from the date of the deposit<br> of the requisition duly proceed to convene a general meeting to be held within a further<br> twenty-one (21) calendar days, the requisitionists, or any of them representing more than<br> one-half (1/2) of the total voting rights of all of them, may themselves convene a general<br> meeting, but any meeting so convened shall not be held after the expiration of three calendar<br> months after the expiration of the said twenty-one (21) calendar days. |
|---|---|
| (e) | A<br> general meeting convened as aforesaid by requisitionists shall be convened in the same manner<br> as nearly as possible as that in which general meetings are to be convened by Directors. |
| --- | --- |
NOTICE OF GENERALMEETINGS
| 70. | An<br> annual general meeting shall be called by not less than twenty-one (21) days’ notice<br> in writing and any extraordinary general meeting shall be called by not less than fourteen<br> (14) days’ notice in writing. Subject to the requirements under the HKSE Listing Rules,<br> every notice shall be exclusive of the day on which it is given or deemed to be given and<br> of the day for which it is given and shall specify the place (except in the case of a Virtual<br> Meeting), the day and the hour of the meeting, particulars of the resolutions and the general<br> nature of the business to be considered at that meeting and shall be given in the manner<br> hereinafter mentioned or in such other manner if any as may be prescribed by the Company,<br> provided that a general meeting of the Company shall, whether or not the notice specified<br> in this Article has been given and whether or not the provisions of these Articles regarding<br> general meetings have been complied with, be deemed to have been duly convened if it is so<br> agreed: |
|---|---|
| (a) | in<br> the case of an annual general meeting, by all the Shareholders (or their proxies) entitled<br> to attend and vote thereat; and |
| --- | --- |
| (b) | in<br> the case of an extraordinary general meeting, by a majority of the Shareholders having a<br> right to attend and vote at the meeting and Present at the meeting. |
| --- | --- |
| 71. | The<br> accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting<br> by any Shareholder shall not invalidate the proceedings at any meeting. |
| --- | --- |
PROCEEDINGS ATGENERAL MEETINGS
| 72. | No<br> business except for the appointment of a chairman for the meeting shall be transacted at<br> any general meeting unless a quorum of Shareholders is Present at the time when the meeting<br> proceeds to business. One or more Persons holding or representing by proxy Shares which carry<br> in aggregate not less than ten percent (10%) of the voting rights (on a one vote per share<br> basis) in the share capital of the Company shall be a quorum for a general meeting. |
|---|---|
| 73. | If<br> within half an hour from the time appointed for the meeting a quorum is not Present, the<br> meeting shall be dissolved. |
| --- | --- |
22
| 74. | Presence<br> at the relevant general meeting of the Company may be by means of Communication Facilities.<br> Without limiting the generality of the foregoing, the Directors may determine that any general<br> meeting may be held as a Virtual Meeting. The notice of any general meeting at which Communication<br> Facilities may be utilized (including any Virtual Meeting) must disclose the Communication<br> Facilities that will be used, including the procedures to be followed by any Shareholder<br> or other participant of the meeting who wishes to utilize such Communication Facilities for<br> the purposes of attending and participating in such meeting, including attending and casting<br> any vote thereat. |
|---|---|
| 75. | The<br> Chairman, if any, shall preside as chairman at every general meeting of the Company. If there<br> is no such Chairman, or if at any general meeting he is not Present within fifteen (15) minutes<br> after the time appointed for holding the meeting or is unwilling to act as chairman of the<br> meeting, any Director or Person nominated by the Directors Present at the meeting shall preside<br> as chairman of that meeting, failing which the Shareholders Present shall choose any Person<br> Present to be chairman of that meeting. |
| --- | --- |
| 76. | The<br> chairman of any general meeting (including any Virtual Meeting) shall be entitled to attend<br> and participate at any such general meeting by means of Communication Facilities, and to<br> act as the chairman of such general meeting, in which event the following provisions shall<br> apply: |
| --- | --- |
| (a) | The<br> chairman of the meeting shall be deemed to be Present at the meeting; and |
| --- | --- |
| (b) | If<br> the Communication Facilities are interrupted or fail for any reason to enable the chairman<br> of the meeting to participate in the meeting, then the other Directors Present at the meeting<br> shall choose another Director Present to act as chairman of the meeting for the remainder<br> of the meeting; provided that if no other Director is Present at the meeting, or if all the<br> Directors Present decline to take the chair, then the meeting shall be automatically adjourned<br> to the same day in the next week and at such time and place as shall be decided by the Board. |
| --- | --- |
| 77. | The<br> chairman of the meeting may with the consent of any general meeting at which a quorum is<br> Present (and shall if so directed by the meeting) adjourn the meeting from time to time and<br> from place to place, but no business shall be transacted at any adjourned meeting other than<br> the business left unfinished at the meeting from which the adjournment took place. When a<br> meeting, or adjourned meeting, is adjourned for fourteen (14) calendar days or more, notice<br> of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid<br> it shall not be necessary to give any notice of an adjournment or of the business to be transacted<br> at an adjourned meeting. |
| --- | --- |
| 78. | The<br> Directors may cancel or postpone any duly convened general meeting at any time prior to such<br> meeting, except for general meetings requisitioned by the Shareholders in accordance with<br> these Articles, for any reason or for no reason, upon notice in writing to Shareholders.<br> Where any general meeting is postponed in accordance with this Article, the Board shall fix<br> the date, time and place for the reconvened meeting (or where such meeting shall be held<br> as a Virtual Meeting, details of the Communication Facilities that will be used). |
| --- | --- |
| 79. | Each<br> Shareholder has the right to speak and vote at any duly convened general meeting of the Company,<br> except where he is required by the HKSE Listing Rules to abstain from voting on the<br> matter under consideration. |
| --- | --- |
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| 80. | At<br> any general meeting a resolution put to the vote of the meeting shall be decided by way of<br> a poll, save that the chairman of the meeting may, in good faith, allow a resolution which<br> relates purely to a procedural or administrative matter as prescribed under the HKSE Listing<br> Rules to be voted on by a show of hands. Where a resolution is voted on by show of hands,<br> a declaration by the chairman of the meeting that a resolution has, on a show of hands, been<br> carried, or carried unanimously, or by a particular majority, or lost, and an entry to that<br> effect in the book of the proceedings of the Company, shall be conclusive evidence of the<br> fact, without proof of the number or proportion of the votes recorded in favor of, or against,<br> that resolution. |
|---|---|
| 81. | A<br> poll shall be taken in such manner as the chairman of the meeting directs, and the result<br> of the poll shall be deemed to be the resolution of the meeting. |
| --- | --- |
| 82. | All<br> questions submitted to a meeting shall be decided by an Ordinary Resolution except where<br> a greater majority is required by these Articles or by the Companies Act. In the case of<br> an equality of votes, the chairman of the meeting shall be entitled to a second or casting<br> vote. |
| --- | --- |
VOTES OF SHAREHOLDERS
| 83. | Subject<br> to any rights and restrictions for the time being attached to any Share, every Shareholder<br> Present at the meeting shall have one (1) vote for each Class A Ordinary Share<br> and ten (10) votes for each Class B Ordinary Share of which he is the holder, except<br> where the Shareholder is required to abstain from voting pursuant to the Designated Stock<br> Exchange Rules. |
|---|---|
| 84. | Notwithstanding<br> any provisions in these Articles to the contrary, each Class A Ordinary Share and Class B<br> Ordinary Share shall entitle its holder to one vote on a poll at a general meeting in respect<br> of a resolution on any of the following matters: |
| --- | --- |
| (a) | any<br> amendment to the Memorandum of Association or these Articles, including the variation of<br> the rights attached to any Class of Shares; |
| --- | --- |
| (b) | the<br> appointment, election or removal of any Independent Non-executive Director; |
| --- | --- |
| (c) | the<br> appointment or removal of the Auditors; or |
| --- | --- |
| (d) | the<br> voluntary liquidation or winding-up of the Company. |
| --- | --- |
| 85. | In<br> the case of joint holders the vote of the senior who tenders a vote whether in person or<br> by proxy (or, if a corporation or other non-natural person, by its duly authorized representative<br> or proxy) shall be accepted to the exclusion of the votes of the other joint holders and<br> for this purpose seniority shall be determined by the order in which the names stand in the<br> Register. |
| --- | --- |
| 86. | Shares<br> carrying the right to vote that are held by a Shareholder of unsound mind, or in respect<br> of whom an order has been made by any court having jurisdiction in lunacy, may be voted by<br> his committee, or other Person in the nature of a committee appointed by that court, and<br> any such committee or other Person may vote in respect of such Shares by proxy. |
| --- | --- |
24
| 87. | No<br> Shareholder shall be entitled to vote at any general meeting of the Company unless all calls,<br> if any, or other sums presently payable by him in respect of Shares carrying the right to<br> vote held by him have been paid. |
|---|---|
| 88. | On<br> a poll votes may be given either personally or by proxy. |
| --- | --- |
| 89. | Each<br> Shareholder shall be entitled to appoint a proxy, and every Shareholder being a corporation<br> shall be entitled to appoint a representative to attend and vote at any general meeting and,<br> where a corporation is so represented, it shall be treated as being present at any meeting<br> in person. A Shareholder who is the holder of two or more Shares may appoint more than one<br> proxy to represent him and vote on his behalf at a general meeting of the Company or at a<br> class meeting, and such proxies are under no obligation to cast all his votes in the same<br> way. The instrument appointing a proxy shall be in writing under the hand of the appointor<br> or of his attorney duly authorized in writing or, if the appointor is a corporation, either<br> under Seal or under the hand of an officer or attorney duly authorized. A proxy need not<br> be a Shareholder. |
| --- | --- |
| 90. | An<br> instrument appointing a proxy may be in any usual or common form or such other form as the<br> Directors may approve. |
| --- | --- |
| 91. | The<br> instrument appointing a proxy shall be deposited at the Registered Office or at such other<br> place as is specified for that purpose in the notice convening the meeting, or in any instrument<br> of proxy sent out by the Company: |
| --- | --- |
| (a) | not<br> less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting<br> at which the person named in the instrument proposes to vote; or |
| --- | --- |
| (b) | in<br> the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited<br> as aforesaid after the poll has been demanded and not less than twenty-four (24) hours before the time appointed<br>for the taking of the poll; or |
| --- | --- |
| (c) | where<br> the poll is not taken forthwith but is taken not more than forty-eight (48) hours after it<br> was demanded be delivered at the meeting at which the poll was demanded to the chairman of<br> the meeting or to the secretary or to any Director; |
| --- | --- |
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
| 92. | The<br> instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding<br> a poll. |
|---|
25
| 93. | Where<br> any Member is, under the HKSE Listing Rules, required to abstain from voting on any particular<br> resolution or restricted to voting only for or against any particular resolution, any votes<br> cast by or on behalf of such Member in contravention of such requirement or restriction shall<br> not be counted. |
|---|---|
| 94. | A<br> resolution in writing signed by all the Shareholders for the time being entitled to receive<br> notice of and to attend and vote at general meetings of the Company (or being corporations<br> by their duly authorized representatives) shall be as valid and effective as if the same<br> had been passed at a general meeting of the Company duly convened and held. |
| --- | --- |
CORPORATIONSACTING BY REPRESENTATIVES AT MEETINGS
| 95. | Any<br> corporation which is a Shareholder or a Director may by resolution of its directors or other<br> governing body authorize such Person as it thinks fit to act as its representative at any<br> meeting of the Company or of any meeting of holders of a Class or of the Directors or<br> of a committee of Directors, and the Person so authorized shall be entitled to exercise the<br> same powers on behalf of the corporation which he represents as that corporation could exercise<br> if it were an individual Shareholder or Director. |
|---|
DEPOSITARY ANDCLEARING HOUSES
| 96. | If<br> a Recognized Clearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member<br> of the Company it may, by resolution of its directors or other governing body or by power<br> of attorney, authorize such Person(s) as it thinks fit to act as its representative(s) at<br> any general meeting of the Company or of any Class of Shareholders or creditors meetings<br> provided that, if more than one Person is so authorized, the authorization shall specify<br> the number and Class of Shares in respect of which each such Person is so authorized.<br> Each person so authorized will be deemed to have been duly authorized without the need of<br> producing any documents of title, notarized authorization and/or further evidence for substantiating<br> the facts that it is duly authorized and will be entitled to exercise the same power on behalf<br> of the Recognized Clearing House (or its nominee(s)) or depositary (or its nominee(s)) as<br> that Recognized Clearing House (or its nominee(s)) or depositary (or its nominee(s)) could<br> exercise if it were an individual Member. |
|---|
DIRECTORS
| 97. | (a) | Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less<br>than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors. |
|---|---|---|
| (b) | The<br> Board of Directors shall elect and appoint a Chairman by a majority of the Directors then<br> in office, and the period for which the Chairman will hold office will also be determined<br> by a majority of all of the Directors then in office. The Chairman shall preside as chairman<br> at every meeting of the Board of Directors. To the extent the Chairman is not present at<br> a meeting of the Board of Directors within fifteen minutes after the time appointed for holding<br> the same, the attending Directors may choose one of their number to be the chairman of the<br> meeting. | |
| --- | --- | |
| (c) | The<br> Shareholders may by Ordinary Resolution appoint any person to be a Director. | |
| --- | --- |
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| (d) | The<br> Board may, by the affirmative vote of a simple majority of the remaining Directors present<br> and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy<br> on the Board or as an addition to the existing Board. Any Director so appointed shall hold<br> office only until the first annual general meeting of the Company after his appointment,<br> and shall then be eligible for re-election at that meeting. |
|---|---|
| (e) | Subject<br> to these Articles, applicable law or Designated Stock Exchange Rules, an appointment of a<br> Director may be on terms that the Director shall automatically retire from office (unless<br> he has sooner vacated office) at the next or a subsequent annual general meeting or upon<br> any specified event or after any specified period in a written agreement between the Company<br> and the Director, if any; but no such term shall be implied in the absence of express provision.<br> Any Director whose term of office expires shall be eligible for re-election at a meeting<br> of the Shareholders or re-appointment by the Board. |
| --- | --- |
| 98. | A<br> Director (including a managing or other executive Director) may be removed (with or without<br> cause) from office by Ordinary Resolution of the Company before the expiration of his term<br> of office, notwithstanding anything in these Articles or in any agreement between the Company<br> and such Director (but without prejudice to any claim for damages under such agreement).<br> The notice of any meeting at which a resolution to remove a Director shall be proposed or<br> voted upon must contain a statement of the intention to remove that Director and such notice<br> must be served on that Director not less than ten (10) calendar days before the meeting.<br> Such Director is entitled to attend the meeting and be heard on the motion for his removal.<br> A vacancy on the Board created by the removal of a Director under the previous sentence may<br> be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining<br> Directors present and voting at a Board meeting. |
| --- | --- |
| 99. | Subject<br> to these Articles, applicable law or Designated Stock Exchange Rules, the Board may, from<br> time to time, adopt, institute, amend, modify or revoke the corporate governance policies<br> or initiatives of the Company and determine on various corporate governance related matters<br> of the Company as the Board shall determine by resolution of Directors from time to time.<br> For the avoidance of doubt, if any corporate governance policies or initiatives of the Company<br> adopted by resolution of the Board are inconsistent with the provisions in Articles 69 and<br> 97, Articles 69 and 97 shall prevail. |
| --- | --- |
| 100. | A<br> Director shall not be required to hold any Shares in the Company by way of qualification.<br> A Director who is not a Member of the Company shall nevertheless be entitled to attend and<br> speak at general meetings. |
| --- | --- |
| 101. | Every<br> Independent Non-executive Director (including those appointed for a specific term) shall<br> be subject to retirement by rotation at least once every three years. A retiring Director<br> shall retain office until the close of the meeting at which he retires and shall be eligible<br> for re-election thereat. The Company at any annual general meeting at which any Directors<br> retire may fill the vacated office by electing a like number of persons to be Directors. |
| --- | --- |
| 102. | The<br> remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
| --- | --- |
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| 103. | The<br> Directors shall be entitled to be paid for their travelling, hotel and other expenses properly<br> incurred by them in going to, attending and returning from meetings of the Directors, or<br> any committee of the Directors, or general meetings of the Company, or otherwise in connection<br> with the business of the Company, or to receive such fixed allowance in respect thereof as<br> may be determined by the Directors from time to time, or a combination partly of one such<br> method and partly the other. |
|---|
ALTERNATE DIRECTOROR PROXY
| 104. | Any<br> Director may in writing appoint another Person to be his alternate and, save to the extent<br> provided otherwise in the form of appointment, such alternate shall have authority to sign<br> written resolutions on behalf of the appointing Director, but shall not be required to sign<br> such written resolutions where they have been signed by the appointing director, and to act<br> in such Director’s place at any meeting of the Directors at which the appointing Director<br> is unable to be present. Every such alternate shall be entitled to attend and vote at meetings<br> of the Directors as a Director when the Director appointing him is not personally present<br> and where he is a Director to have a separate vote on behalf of the Director he is representing<br> in addition to his own vote. A Director may at any time in writing revoke the appointment<br> of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a<br> Director and shall not be deemed to be the agent of the Director appointing him. The remuneration<br> of such alternate shall be payable out of the remuneration of the Director appointing him<br> and the proportion thereof shall be agreed between them. |
|---|---|
| 105. | Any<br> Director may appoint any Person, whether or not a Director, to be the proxy of that Director<br> to attend and vote on his behalf, in accordance with instructions given by that Director,<br> or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings<br> of the Directors which that Director is unable to attend personally. The instrument appointing<br> the proxy shall be in writing under the hand of the appointing Director and shall be in any<br> usual or common form or such other form as the Directors may approve, and must be lodged<br> with the chairman of the meeting of the Directors at which such proxy is to be used, or first<br> used, prior to the commencement of the meeting. |
| --- | --- |
INDEPENDENT NON-EXECUTIVEDIRECTORS
| 106. | The<br> role of an Independent Non-executive Director shall include, but is not limited to: |
|---|---|
| (a) | participating<br> in Board meetings to bring an independent judgment to bear on issues of strategy, policy,<br> performance, accountability, resources, key appointments and standards of conduct; |
| --- | --- |
| (b) | taking<br> the lead where potential conflicts of interests arise; |
| --- | --- |
| (c) | serving<br> on the audit, remuneration, nomination and other governance committees, if invited; and |
| --- | --- |
| (d) | scrutinizing<br> the Company’s performance in achieving agreed corporate goals and objectives, and monitoring<br> performance reporting. |
| --- | --- |
28
| 107. | Independent<br> Non-executive Directors, as equal board members, should give the Board and any committees<br> on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications<br> through regular attendance and active participation. Generally, they should also attend general<br> meetings to gain and develop a balanced understanding of the view of Shareholders. |
|---|---|
| 108. | Independent<br> Non-executive Directors should make a positive contribution to the development of the Company’s<br> strategy and policies through independent, constructive and informed comments. |
| --- | --- |
POWERS AND DUTIESOF DIRECTORS
| 109. | Subject<br> to the Companies Act, these Articles and any resolutions passed in a general meeting, the<br> business of the Company shall be managed by the Directors, who may pay all expenses incurred<br> in setting up and registering the Company and may exercise all powers of the Company. No<br> resolution passed by the Company in general meeting shall invalidate any prior act of the<br> Directors that would have been valid if that resolution had not been passed. |
|---|---|
| 110. | Subject<br> to these Articles, the Directors may from time to time appoint any natural person or corporation,<br> whether or not a Director to hold such office in the Company as the Directors may think necessary<br> for the administration of the Company, including but not limited to, chief executive officer,<br> one or more other executive officers, president, one or more vice- presidents, treasurer,<br> assistant treasurer, manager or controller, and for such term and at such remuneration (whether<br> by way of salary or commission or participation in profits or partly in one way and partly<br> in another), and with such powers and duties as the Directors may think fit. Any natural<br> person or corporation so appointed by the Directors may be removed by the Directors. The<br> Directors may also appoint one or more of their number to the office of managing director<br> upon like terms, but any such appointment shall ipso facto terminate if any managing director<br> ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves<br> that his tenure of office be terminated. |
| --- | --- |
| 111. | The<br> Directors may appoint any natural person or corporation to be a Secretary (and if need be<br> an assistant Secretary or assistant Secretaries) who shall hold office for such term, at<br> such remuneration and upon such conditions and with such powers as they think fit. Any Secretary<br> or assistant Secretary so appointed by the Directors may be removed by the Directors or by<br> the Shareholders by Ordinary Resolution. |
| --- | --- |
| 112. | The<br> Directors may delegate any of their powers to committees consisting of such member or members<br> of their body as they think fit; any committee so formed shall in the exercise of the powers<br> so delegated conform to any regulations that may be imposed on it by the Directors. |
| --- | --- |
29
| 113. | The<br> Directors may from time to time and at any time by power of attorney (whether under Seal<br> or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether<br> nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorized<br> signatory (any such Person being an “Attorney” or “Authorized Signatory”,<br> respectively) of the Company for such purposes and with such powers, authorities and discretion<br> (not exceeding those vested in or exercisable by the Directors under these Articles) and<br> for such period and subject to such conditions as they may think fit, and any such power<br> of attorney or other appointment may contain such provisions for the protection and convenience<br> of Persons dealing with any such Attorney or Authorized Signatory as the Directors may think<br> fit, and may also authorize any such Attorney or Authorized Signatory to delegate all or<br> any of the powers, authorities and discretion vested in him. |
|---|---|
| 114. | The<br> Directors may from time to time provide for the management of the affairs of the Company<br> in such manner as they shall think fit and the provisions contained in the three next following<br> Articles shall not limit the general powers conferred by this Article. |
| --- | --- |
| 115. | The<br> Directors from time to time and at any time may establish any committees, local boards or<br> agencies for managing any of the affairs of the Company and may appoint any natural person<br> or corporation to be a member of such committees or local boards and may appoint any managers<br> or agents of the Company and may fix the remuneration of any such natural person or corporation. |
| --- | --- |
| 116. | The<br> Directors from time to time and at any time may delegate to any such committee, local board,<br> manager or agent any of the powers, authorities and discretions for the time being vested<br> in the Directors and may authorize the members for the time being of any such local board,<br> or any of them to fill any vacancies therein and to act notwithstanding vacancies and any<br> such appointment or delegation may be made on such terms and subject to such conditions as<br> the Directors may think fit and the Directors may at any time remove any natural person or<br> corporation so appointed and may annul or vary any such delegation, but no Person dealing<br> in good faith and without notice of any such annulment or variation shall be affected thereby. |
| --- | --- |
| 117. | Any<br> such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any<br> of the powers, authorities, and discretion for the time being vested in them. |
| --- | --- |
BORROWING POWERS OF DIRECTORS
| 118. | The<br> Directors may from time to time at their discretion exercise all the powers of the Company<br> to raise or borrow money and to mortgage or charge its undertaking, property and assets (present<br> and future) and uncalled capital or any part thereof, to issue debentures, debenture stock,<br> bonds and other securities, whether outright or as collateral security for any debt, liability<br> or obligation of the Company or of any third party. |
|---|
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THE SEAL
| 119. | The<br> Seal shall not be affixed to any instrument except by the authority of a resolution of the<br> Directors provided always that such authority may be given prior to or after the affixing<br> of the Seal and if given after may be in general form confirming a number of affixings of<br> the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant<br> Secretary) or in the presence of any one or more Persons as the Directors may appoint for<br> the purpose and every Person as aforesaid shall sign every instrument to which the Seal is<br> so affixed in their presence. |
|---|---|
| 120. | The<br> Company may maintain a facsimile of the Seal in such countries or places as the Directors<br> may appoint and such facsimile Seal shall not be affixed to any instrument except by the<br> authority of a resolution of the Directors provided always that such authority may be given<br> prior to or after the affixing of such facsimile Seal and if given after may be in general<br> form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be<br> affixed in the presence of such Person or Persons as the Directors shall for this purpose<br> appoint and such Person or Persons as aforesaid shall sign every instrument to which the<br> facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and<br> signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed<br> in the presence of and the instrument signed by a Director or a Secretary (or an assistant<br> Secretary) or in the presence of any one or more Persons as the Directors may appoint for<br> the purpose. |
| --- | --- |
| 121. | Notwithstanding<br> the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the<br> Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity<br> of the matter contained therein but which does not create any obligation binding on the Company. |
| --- | --- |
DISQUALIFICATIONOF DIRECTORS
| 122. | The<br> office of a Director shall be vacated, if the Director: |
|---|---|
| (a) | becomes<br> prohibited by applicable law from being a Director; |
| --- | --- |
| (b) | becomes<br> bankrupt or makes any arrangement or composition with his creditors; |
| --- | --- |
| (c) | dies<br> or is found to be or becomes of unsound mind; |
| --- | --- |
| (d) | resigns<br> his office by notice in writing to the Company; |
| --- | --- |
| (e) | without<br> special leave of absence from the Board, is absent from meetings of the Board for three (3) consecutive<br> meetings and the Board (excluding the absent Director) resolves that his office be vacated;<br> or |
| --- | --- |
| (f) | is<br> removed from office pursuant to any other provision of these Articles. |
| --- | --- |
31
PROCEEDINGS OF DIRECTORS
| 123. | The<br> Directors may meet together (either within or outside the Cayman Islands) for the dispatch<br> of business, adjourn, and otherwise regulate their meetings and proceedings as they think<br> fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting<br> of the Directors, each Director present in person or represented by his proxy or alternate<br> shall be entitled to one (1) vote. In case of an equality of votes the chairman of the<br> meeting shall have a second or casting vote. A Director may, and a Secretary or assistant<br> Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
|---|---|
| 124. | A<br> Director may participate in any meeting of the Directors, or of any committee appointed by<br> the Directors of which such Director is a member, by means of Communication Facilities and<br> such participation shall be deemed to constitute presence in person at the meeting. |
| --- | --- |
| 125. | The<br> quorum necessary for the transaction of the business of the Board may be fixed by the Directors,<br> and unless so fixed, the quorum shall be a majority of Directors then in office. A Director<br> represented by proxy or by an alternate Director at any meeting shall be deemed to be present<br> for the purposes of determining whether or not a quorum is present. |
| --- | --- |
| 126. | A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction<br> or proposed contract or transaction with the Company shall declare the nature of his interest<br> at a meeting of the Directors. A general notice given to the Directors by any Director to<br> the effect that he is a member of any specified company or firm and is to be regarded as<br> interested in any contract or transaction which may thereafter be made with that company<br> or firm shall be deemed a sufficient declaration of interest in regard to any contract so<br> made or transaction so consummated. Subject to the Designated Stock Exchange Rules and<br> disqualification by the chairman of the relevant Board meeting, a Director may vote in respect<br> of any contract or transaction or proposed contract or transaction notwithstanding that he<br> may be interested therein and if he does so his vote shall be counted and he may be counted<br> in the quorum at any meeting of the Directors at which any such contract or transaction or<br> proposed contract or transaction shall come before the meeting for consideration. |
| --- | --- |
| 127. | A<br> Director may hold any other office or place of profit under the Company (other than the office<br> of auditor) in conjunction with his office of Director for such period and on such terms<br> (as to remuneration and otherwise) as the Directors may determine and no Director or intending<br> Director shall be disqualified by his office from contracting with the Company either with<br> regard to his tenure of any such other office or place of profit or as vendor, purchaser<br> or otherwise, nor shall any such contract or arrangement entered into by or on behalf of<br> the Company in which any Director is in any way interested be liable to be avoided, nor shall<br> any Director so contracting or being so interested be liable to account to the Company for<br> any profit realized by any such contract or arrangement by reason of such Director holding<br> that office or of the fiduciary relation thereby established. A Director, notwithstanding<br> his interest, may be counted in the quorum present at any meeting of the Directors whereat<br> he or any other Director is appointed to hold any such office or place of profit under the<br> Company or whereat the terms of any such appointment are arranged and he may vote on any<br> such appointment or arrangement. |
| --- | --- |
32
| 128. | Any<br> Director may act by himself or through his firm in a professional capacity for the Company,<br> and he or his firm shall be entitled to remuneration for professional services as if he were<br> not a Director; provided that nothing herein contained shall authorize a Director or his<br> firm to act as Auditors. |
|---|---|
| 129. | The<br> Directors shall cause minutes to be made for the purpose of recording: |
| --- | --- |
| (a) | all<br> appointments of officers made by the Directors; |
| --- | --- |
| (b) | the<br> names of the Directors present at each meeting of the Directors and of any committee of the<br> Directors; and |
| --- | --- |
| (c) | all<br> resolutions and proceedings at all meetings of the Company, and of the Directors and of committees<br> of Directors. |
| --- | --- |
| 130. | When<br> the chairman of a meeting of the Directors signs the minutes of such meeting the same shall<br> be deemed to have been duly held notwithstanding that all the Directors have not actually<br> come together or that there may have been a technical defect in the proceedings. |
| --- | --- |
| 131. | A<br> resolution in writing signed by all the Directors or all the members of a committee of Directors<br> entitled to receive notice of a meeting of Directors or committee of Directors, as the case<br> may be (an alternate Director, subject as provided otherwise in the terms of appointment<br> of the alternate Director, being entitled to sign such a resolution on behalf of his appointer),<br> shall be as valid and effectual as if it had been passed at a duly called and constituted<br> meeting of Directors or committee of Directors, as the case may be. When signed a resolution<br> may consist of several documents each signed by one or more of the Directors or his duly<br> appointed alternate. |
| --- | --- |
| 132. | The<br> continuing Directors may act notwithstanding any vacancy in their body but if and for so<br> long as their number is reduced below the number fixed by or pursuant to these Articles as<br> the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing<br> the number, or of summoning a general meeting of the Company, but for no other purpose. |
| --- | --- |
| 133. | Subject<br> to any regulations imposed on it by the Directors, a committee appointed by the Directors<br> may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting<br> the chairman is not present within fifteen minutes after the time appointed for holding the<br> meeting, the committee members present may choose one of their members to be chairman of<br> the meeting. |
| --- | --- |
| 134. | A<br> committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to<br> any regulations imposed on it by the Directors, questions arising at any meeting shall be<br> determined by a majority of votes of the committee members present and in case of an equality<br> of votes the chairman shall have a second or casting vote. |
| --- | --- |
| 135. | All<br> acts done by any meeting of the Directors or of a committee of Directors, or by any Person<br> acting as a Director, shall notwithstanding that it be afterwards discovered that there was<br> some defect in the appointment of any such Director or Person acting as aforesaid, or that<br> they or any of them were disqualified, be as valid as if every such Person had been duly<br> appointed and was qualified to be a Director. |
| --- | --- |
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PRESUMPTION OF ASSENT
| 136. | A<br> Director who is present at a meeting of the Board of Directors at which an action on any<br> Company matter is taken shall be presumed to have assented to the action taken unless his<br> dissent shall be entered in the minutes of the meeting or unless he shall file his written<br> dissent from such action with the person acting as the chairman or secretary of the meeting<br> before the adjournment thereof or shall forward such dissent by registered post to such person<br> immediately after the adjournment of the meeting. Such right to dissent shall not apply to<br> a Director who voted in favor of such action. |
|---|
NOMINATION COMMITTEE
| 137. | The<br> Board shall establish a Nomination Committee with specific written terms of reference which<br> deal clearly with the authority and duties of such committee. The Company should appoint<br> at least one Director of a different gender to the Nomination Committee. The Nomination Committee<br> shall perform the following terms of reference: |
|---|---|
| (a) | to<br> review the structure, size and composition (including the skills, knowledge and experience)<br> of the Board at least annually, assist the Board in maintaining a Board skills matrix, and<br> make recommendations on any proposed changes to the Board to complement the Company’s<br> corporate strategy; |
| --- | --- |
| (b) | to<br> identify individuals suitably qualified to become Directors and select or make recommendations<br> to the Board on the selection of individuals nominated for directorships; |
| --- | --- |
| (c) | to<br> assess the independence of Independent Non-executive Directors; |
| --- | --- |
| (d) | to<br> make recommendations to the Board on the appointment or re-appointment of Directors and succession<br> planning for Directors, in particular the chairman and the chief executive; and |
| --- | --- |
| (e) | to<br> support the Company’s regular evaluation of the Board’s performance. |
| --- | --- |
| 138. | The<br> Nomination Committee should make available its terms of reference explaining its role and<br> the authority delegated to it by the Board by including them on the HKSE’s website<br> and Company’s Website. |
| --- | --- |
| 139. | The<br> Company should provide the Nomination Committee sufficient resources to perform its duties.<br> Where necessary, the Nomination Committee should seek independent professional advice, at<br> the Company’s expense, to perform its responsibilities. |
| --- | --- |
| 140. | Where<br> the Board proposes a resolution to elect an individual as an Independent Non- executive Director<br> at the general meeting, it should set out in the circular to shareholders and/or explanatory<br> statement accompanying the notice of the relevant general meeting: |
| --- | --- |
| (a) | the<br> process used for identifying the individual and why the Board believes the individual should<br> be elected and the reasons why it considers the individual to be independent; |
| --- | --- |
34
| (b) | if<br> the proposed Independent Non-executive Director will be holding his seventh (or more) directorship<br> of an issuer listed on the Main Board or GEM of the HKSE, why the Board believes the individual<br> would still be able to devote sufficient time to the Board; |
|---|---|
| (c) | the<br> perspectives, skills and experience that the individual can bring to the Board; and |
| --- | --- |
| (d) | how<br> the individual contributes to diversity of the Board. |
| --- | --- |
| 141. | The<br> Nomination Committee shall comprise a majority of Independent Non-executive Directors, one<br> of the Independent Non-executive Directors shall act as its chairman. |
| --- | --- |
CORPORATE GOVERNANCE COMMITTEE
| 142. | The<br> Board shall establish a Corporate Governance Committee with specific written terms of reference<br> which deal clearly with the authority and duties of such committee. The Corporate Governance<br> Committee shall perform the following terms of reference: |
|---|---|
| (a) | to<br> develop and review the Company’s policies and practices on corporate governance and<br> make recommendations to the Board; |
| --- | --- |
| (b) | to<br> review and monitor the training and continuous professional development of Directors and<br> senior management; |
| --- | --- |
| (c) | to<br> review and monitor the Company’s policies and practices on compliance with legal and<br> regulatory requirements; |
| --- | --- |
| (d) | to<br> develop, review and monitor the code of conduct and compliance manual (if any) applicable<br> to employees and Directors; |
| --- | --- |
| (e) | to<br> review the Company’s compliance with the Corporate Governance Code and disclosure in<br> the Corporate Governance Report; |
| --- | --- |
| (f) | to<br> review and monitor whether the Company is operated and managed for the benefit of all its<br> shareholders; |
| --- | --- |
| (g) | to<br> confirm, on an annual basis, that the holders of Class B Ordinary Shares have been members<br> of the Company’s Board throughout the year and that no matters under Article 17(a) to<br> (d) have occurred during the relevant financial year; |
| --- | --- |
| (h) | to<br> confirm, on an annual basis, whether or not the holders of Class B Ordinary Shares have<br> complied with Articles 14, 15, 17(e) and 84 throughout the year; |
| --- | --- |
| (i) | to<br> review and monitor the management of conflicts of interests and make a recommendation to<br> the Board on any matter where there is a potential conflict of interest between the Company,<br> a subsidiary of the Company and/or holders of Class A Ordinary Shares of the Company<br> (considered as a group) on one hand and any holder of Class B Ordinary Shares on the<br> other; |
| --- | --- |
35
| (j) | to<br> review and monitor all risks related to the Company’s weighted voting right structure,<br> including connected transactions between the Company and/or a subsidiary of the Company on<br> one hand and any holder of Class B Ordinary Shares on the other and make a recommendation<br> to the Board on any such transaction; |
|---|---|
| (k) | to<br> make a recommendation to the Board as to the appointment or removal of the Compliance Adviser; |
| --- | --- |
| (l) | to<br> seek to ensure effective and on-going communication between the Company and its shareholders,<br> particularly with regards to the requirements of Article 183; |
| --- | --- |
| (m) | to<br> report on the work of the Corporate Governance Committee on at least a half yearly and annual<br> basis covering the areas of its terms of reference as set out in sub-paragraphs (a) to (n) of this<br>Article; and |
| --- | --- |
| (n) | to<br> disclose, on a comply or explain basis, its recommendations to the Board in respect of the<br> matters in sub-paragraphs (i) to (k) above in the report referred to in sub- paragraph<br> (m) above. |
| --- | --- |
| 143. | The<br> Corporate Governance Committee shall comprise entirely of Independent Non-executive Directors,<br> one of whom shall act as its chairman. |
| --- | --- |
| 144. | The<br> Corporate Governance Report produced by the Company pursuant to the HKSE Listing Rules shall<br> include a summary of the work of the Corporate Governance Committee, with regards to its<br> terms of reference set out in Articles 142(a) to 142(n) above, for the accounting<br> period covered by both the half-yearly and annual report and disclose any significant subsequent<br> events for the period up to the date of publication of the half-yearly and annual report,<br> to the extent possible. |
| --- | --- |
COMPLIANCE ADVISER
| 145. | The<br> Company shall appoint a Compliance Adviser on a permanent basis commencing on the date of<br> the Company’s initial listing on HKSE. The Board shall consult with and, if necessary,<br> seek advice from the Compliance Adviser, on a timely and ongoing basis, in the following<br> circumstances: |
|---|---|
| (a) | before<br> the publication of any regulatory announcement, circular or financial report by the Company; |
| --- | --- |
| (b) | where<br> a transaction, which might be a notifiable or connected transaction (as defined in the HKSE<br> Listing Rules), is contemplated by the Company including share issues, sales or transfers<br> of Treasury Shares and share repurchases; |
| --- | --- |
| (c) | where<br> the Company proposes to use the proceeds of its initial public offering on HKSE in a manner<br> different from that detailed in the listing document in respect of such initial public offering<br> on HKSE, or where the business activities, developments or results of the Company deviate<br> from any forecast, estimate or other information set out in such listing document; and |
| --- | --- |
| (d) | where<br> the HKSE makes an inquiry of the Company under the HKSE Listing Rules. |
| --- | --- |
36
| 146. | The<br> Board shall also consult with, and if necessary, seek advice from the Compliance Adviser,<br> on a timely and ongoing basis, on any matters related to: |
|---|---|
| (a) | the<br> weighted voting rights structure of the Company; |
| --- | --- |
| (b) | transactions<br> in which the holders of Class B Ordinary Shares have an interest; and |
| --- | --- |
| (c) | where<br> there is a potential conflict of interest between the Company, a subsidiary of the Company<br> and/or holders of Class A Ordinary Shares (considered as a group) on the one hand, and<br> any holder of Class B Ordinary Shares on the other. |
| --- | --- |
DIVIDENDS
| 147. | Subject<br> to any rights and restrictions for the time being attached to any Shares, the Directors may<br> from time to time declare dividends (including interim dividends) and other distributions<br> on Shares in issue and authorize payment of the same out of the funds of the Company lawfully<br> available therefor. |
|---|---|
| 148. | Subject<br> to any rights and restrictions for the time being attached to any Shares, the Company by<br> Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended<br> by the Directors. |
| --- | --- |
| 149. | The<br> Directors may, before recommending or declaring any dividend, set aside out of the funds<br> legally available for distribution such sums as they think proper as a reserve or reserves<br> which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies<br> or for equalizing dividends or for any other purpose to which those funds may be properly<br> applied, and pending such application may in the absolute discretion of the Directors, either<br> be employed in the business of the Company or be invested in such investments (other than<br> Shares of the Company) as the Directors may from time to time think fit. |
| --- | --- |
| 150. | Any<br> dividend payable in cash to the holder of Shares may be paid in any manner determined by<br> the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address<br> in the Register, or addressed to such person and at such addresses as the holder may direct.<br> Every such cheque or warrant shall, unless the holder or joint holders otherwise direct,<br> be made payable to the order of the holder or, in the case of joint holders, to the order<br> of the holder whose name stands first on the Register in respect of such Shares, and shall<br> be sent at his or their risk and payment of the cheque or warrant by the bank on which it<br> is drawn shall constitute a good discharge to the Company. |
| --- | --- |
| 151. | The<br> Directors may determine that a dividend shall be paid wholly or partly by the distribution<br> of specific assets (which may consist of the shares or securities of any other company) and<br> may settle all questions concerning such distribution. Without limiting the generality of<br> the foregoing, the Directors may fix the value of such specific assets, may determine that<br> cash payment shall be made to some Shareholders in lieu of specific assets and may vest any<br> such specific assets in trustees on such terms as the Directors think fit. |
| --- | --- |
37
| 152. | Subject<br> to any rights and restrictions for the time being attached to any Shares, all dividends shall<br> be declared and paid according to the amounts paid up on the Shares, but if and for so long<br> as nothing is paid up on any of the Shares dividends may be declared and paid according to<br> the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying<br> interest, be treated for the purposes of this Article as paid on the Share. |
|---|---|
| 153. | If<br> several Persons are registered as joint holders of any Share, any of them may give effective<br> receipts for any dividend or other moneys payable on or in respect of the Share. |
| --- | --- |
| 154. | No<br> dividend shall bear interest against the Company. |
| --- | --- |
| 155. | Any<br> dividend unclaimed after a period of six (6) calendar years from the date of declaration<br> of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert<br> to the Company. |
| --- | --- |
ACCOUNTS, AUDIT AND ANNUALRETURN AND DECLARATION
| 156. | The<br> books of account relating to the Company’s affairs shall be kept in such manner as<br> may be determined from time to time by the Directors. |
|---|---|
| 157. | The<br> books of account shall be kept at the Registered Office, or at such other place or places<br> as the Directors think fit, and shall always be open to the inspection of the Directors. |
| --- | --- |
| 158. | The<br> Directors may from time to time determine whether and to what extent and at what times and<br> places and under what conditions or regulations the accounts and books of the Company or<br> any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder<br> (not being a Director) shall have any right to inspect any account or book or document of<br> the Company except as conferred by law or authorized by the Directors or by Ordinary Resolution. |
| --- | --- |
| 159. | The<br> accounts relating to the Company’s affairs shall be audited in such manner and with<br> such financial year end as may be determined from time to time by the Directors or failing<br> any determination as aforesaid shall not be audited. |
| --- | --- |
| 160. | The<br> Company shall at every annual general meeting by Ordinary Resolution appoint an Auditor who<br> shall hold office until the next annual general meeting of the Company. The Company may by<br> Ordinary Resolution remove an Auditor before the expiration of its term of office. The remuneration<br> of the Auditors shall be fixed by the Company at the general meeting at which they are appointed<br> by Ordinary Resolution or in the manner specified in such resolution. |
| --- | --- |
| 161. | Every<br> Auditor shall have a right of access at all times to the books and accounts and vouchers<br> of the Company and shall be entitled to require from the Directors and officers of the Company<br> such information and explanation as may be necessary for the performance of the duties of<br> the Auditors. |
| --- | --- |
| 162. | The<br> Auditors shall, if so required by the Directors, make a report on the accounts of the Company<br> during their tenure of office at the next annual general meeting following their appointment,<br> and at any time during their term of office, upon request of the Directors or any general<br> meeting of the Members. |
| --- | --- |
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| 163. | The<br> Directors in each calendar year shall prepare, or cause to be prepared, an annual return<br> and declaration setting forth the particulars required by the Companies Act and deliver a<br> copy thereof to the Registrar of Companies in the Cayman Islands. |
|---|
CAPITALIZATION OF RESERVES
| 164. | Subject<br> to the Companies Act, the Directors may: |
|---|---|
| (a) | resolve<br> to capitalize an amount standing to the credit of reserves (including a Share Premium Account,<br> capital redemption reserve and profit and loss account), which is available for distribution; |
| --- | --- |
| (b) | appropriate<br> the sum resolved to be capitalized to the Shareholders in proportion to the nominal amount<br> of Shares (whether or not fully paid) held by them respectively and apply that sum on their<br> behalf in or towards: |
| --- | --- |
| (i) | paying<br> up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| --- | --- |
| (ii) | paying<br> up in full unissued Shares or debentures of a nominal amount equal to that sum, |
| --- | --- |
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
| (c) | make<br> any arrangements they think fit to resolve a difficulty arising in the distribution of a<br> capitalized reserve and in particular, without limitation, where Shares or debentures become<br> distributable in fractions the Directors may deal with the fractions as they think fit; |
|---|---|
| (d) | authorize<br> a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the<br> Company providing for either: |
| --- | --- |
| (i) | the<br> allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures<br> to which they may be entitled on the capitalization, or |
| --- | --- |
| (ii) | the<br> payment by the Company on behalf of the Shareholders (by the application of their respective<br> proportions of the reserves resolved to be capitalized) of the amounts or part of the amounts<br> remaining unpaid on their existing Shares, |
| --- | --- |
and any such agreement made under this authority being effective and binding on all those Shareholders; and
| (e) | generally<br> do all acts and things required to give effect to the resolution. |
|---|
39
| 165. | Notwithstanding<br> any provisions in these Articles and subject to the Companies Act, the Directors may resolve<br> to capitalize an amount standing to the credit of reserves (including the share premium account,<br> capital redemption reserve and profit and loss account) or otherwise available for distribution<br> by applying such sum in paying up in full unissued Shares to be allotted and issued to: |
|---|---|
| (a) | employees<br> (including Directors) or service providers of the Company or its Affiliates upon exercise<br> or vesting of any options or awards granted under any share incentive scheme or employee<br> benefit scheme or other arrangement which relates to such persons that has been adopted or<br> approved by the Directors or the Members; |
| --- | --- |
| (b) | any<br> trustee of any trust or administrator of any share incentive scheme or employee benefit scheme<br> to whom shares are to be allotted and issued by the Company in connection with the operation<br> of any share incentive scheme or employee benefit scheme or other arrangement which relates<br> to such persons that has been adopted or approved by the Directors or Members; or |
| --- | --- |
| (c) | any<br> depositary of the Company for the purposes of the issue, allotment and delivery by the depositary<br> of ADSs to employees (including Directors) or service providers of the Company or its Affiliates<br> upon exercise or vesting of any options or awards granted under any share incentive scheme<br> or employee benefit scheme or other arrangement which relates to such persons that has been<br> adopted or approved by the Directors or the Members. |
| --- | --- |
SHARE PREMIUMACCOUNT
| 166. | The<br> Directors shall in accordance with the Companies Act establish a Share Premium Account and<br> shall carry to the credit of such account from time to time a sum equal to the amount or<br> value of the premium paid on the issue of any Share. |
|---|---|
| 167. | There<br> shall be debited to any Share Premium Account on the redemption or purchase of a Share the<br> difference between the nominal value of such Share and the redemption or purchase price provided<br> always that at the discretion of the Directors such sum may be paid out of the profits of<br> the Company or, if permitted by the Companies Act, out of capital. |
| --- | --- |
NOTICES
| 168. | Except<br> as otherwise provided in these Articles, any notice or document may be served by the Company<br> or by the Person entitled to give notice to any Shareholder either personally, or by posting<br> it by airmail or a recognized courier service in a prepaid letter addressed to such Shareholder<br> at his address as appearing in the Register, or by electronic mail to any electronic mail<br> address such Shareholder may have specified in writing for the purpose of such service of<br> notices, or by facsimile to any facsimile number such Shareholder may have specified in writing<br> for the purpose of such service of notices, or by placing it on the Company’s Website<br> should the Directors deem it appropriate. In the case of joint holders of a Share, all notices<br> shall be given to that one of the joint holders whose name stands first in the Register in<br> respect of the joint holding, and notice so given shall be sufficient notice to all the joint<br> holders. |
|---|
40
| 169. | Notices<br> sent from one country to another shall be sent or forwarded by prepaid airmail or a recognized<br> courier service. |
|---|---|
| 170. | Any<br> Shareholder Present, either personally or by proxy, at any meeting of the Company shall for<br> all purposes be deemed to have received due notice of such meeting and, where requisite,<br> of the purposes for which such meeting was convened. |
| --- | --- |
| 171. | Any<br> notice or other document, if served by: |
| --- | --- |
| (a) | post,<br> shall be deemed to have been served five (5) calendar days after the time when the letter<br> containing the same is posted; |
| --- | --- |
| (b) | facsimile,<br> shall be deemed to have been served upon production by the transmitting facsimile machine<br> of a report confirming transmission of the facsimile in full to the facsimile number of the<br> recipient; |
| --- | --- |
| (c) | recognized<br> courier service, shall be deemed to have been served forty-eight (48) hours after the time<br> when the letter containing the same is delivered to the courier service; or |
| --- | --- |
| (d) | electronic<br> means, shall be deemed to have been served immediately (i) upon the time of the transmission<br> to the electronic mail address supplied by the Shareholder to the Company or (ii) upon<br> the time of its placement on the Company’s Website. |
| --- | --- |
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
| 172. | Any<br> notice or document delivered or sent by post to or left at the registered address of any<br> Shareholder in accordance with the terms of these Articles shall notwithstanding that such<br> Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death<br> or bankruptcy, be deemed to have been duly served in respect of any Share registered in the<br> name of such Shareholder as sole or joint holder, unless his name shall at the time of the<br> service of the notice or document have been removed from the Register as the holder of the<br> Share, and such service shall for all purposes be deemed a sufficient service of such notice<br> or document on all Persons interested (whether jointly with or as claiming through or under<br> him) in the Share. |
|---|---|
| 173. | Notice<br> of every general meeting of the Company shall be given to: |
| --- | --- |
| (a) | all<br> Shareholders holding Shares with the right to receive notice and who have supplied to the<br> Company an address for the giving of notices to them; and |
| --- | --- |
| (b) | every<br> Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who<br> but for his death or bankruptcy would be entitled to receive notice of the meeting. |
| --- | --- |
No other Person shall be entitled to receive notices of general meetings.
41
INFORMATION
| 174. | Subject<br> to the relevant laws, rules and regulations applicable to the Company, no Member shall<br> be entitled to require discovery of any information in respect of any detail of the Company’s<br> trading or any information which is or may be in the nature of a trade secret or secret process<br> which may relate to the conduct of the business of the Company and which in the opinion of<br> the Board would not be in the interests of the Members of the Company to communicate to the<br> public. |
|---|---|
| 175. | Subject<br> to due compliance with the relevant laws, rules and regulations applicable to the Company,<br> the Board shall be entitled to release or disclose any information in its possession, custody<br> or control regarding the Company or its affairs to any of its Members including, without<br> limitation, information contained in the Register and transfer books of the Company. |
| --- | --- |
INDEMNITY
| 176. | Every<br> Director (including for the purposes of this Article any alternate Director appointed<br> pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer<br> for the time being and from time to time of the Company (but not including the Auditors)<br> and the personal representatives of the same (each an “Indemnified Person”)<br> shall be indemnified and secured harmless against all actions, proceedings, costs, charges,<br> expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person,<br> other than by reason of such Indemnified Person’s own dishonesty, willful default or<br> fraud, in or about the conduct of the Company’s business or affairs (including as a<br> result of any mistake of judgment) or in the execution or discharge of his duties, powers,<br> authorities or discretions, including without prejudice to the generality of the foregoing,<br> any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending<br> (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs<br> in any court whether in the Cayman Islands or elsewhere. |
|---|---|
| 177. | No<br> Indemnified Person shall be liable: |
| --- | --- |
| (a) | for<br> the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent<br> of the Company; or |
| --- | --- |
| (b) | for<br> any loss on account of defect of title to any property of the Company; or |
| --- | --- |
| (c) | on<br> account of the insufficiency of any security in or upon which any money of the Company shall<br> be invested; or |
| --- | --- |
| (d) | for<br> any loss incurred through any bank, broker or other similar Person; or |
| --- | --- |
| (e) | for<br> any loss occasioned by any negligence, default, breach of duty, breach of trust, error of<br> judgement or oversight on such Indemnified Person’s part; or |
| --- | --- |
42
| (f) | for<br> any loss, damage or misfortune whatsoever which may happen in or arise from the execution<br> or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s<br> office or in relation thereto; |
|---|
unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL YEAR
| 178. | Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on December 31st<br> in each calendar year and shall begin on January 1st in each calendar year. |
|---|
NON-RECOGNITIONOF TRUSTS
| 179. | No<br> Person shall be recognized by the Company as holding any Share upon any trust and the Company<br> shall not, unless required by law, be bound by or be compelled in any way to recognize (even<br> when having notice thereof) any equitable, contingent, future or partial interest in any<br> Share or (except only as otherwise provided by these Articles or as the Companies Act requires)<br> any other right in respect of any Share except an absolute right to the entirety thereof<br> in each Shareholder registered in the Register. |
|---|
WINDING UP
| 180. | Subject<br> to the Companies Act, the Company may by Super-Majority Resolution resolve to wind up the<br> Company voluntarily. |
|---|---|
| 181. | If<br> the Company shall be wound up the liquidator may, with the sanction of a Special Resolution<br> of the Company and any other sanction required by the Companies Act, divide amongst the Members<br> in species or in kind the whole or any part of the assets of the Company (whether they shall<br> consist of property of the same kind or not) and may for that purpose value any assets and<br> determine how the division shall be carried out as between the Members or different classes<br> of Members. The liquidator may, with the like sanction, vest the whole or any part of such<br> assets in trustees upon such trusts for the benefit of the Members as the liquidator, with<br> the like sanction, shall think fit, but so that no Member shall be compelled to accept any<br> asset upon which there is a liability. |
| --- | --- |
| 182. | If<br> the Company shall be wound up, and the assets available for distribution amongst the Members<br> shall be insufficient to repay the whole of the share capital, such assets shall be distributed<br> so that, as nearly as may be, the losses shall be borne by the Members in proportion to the<br> par value of the Shares held by them. If in a winding up the assets available for distribution<br> amongst the Members shall be more than sufficient to repay the whole of the share capital<br> at the commencement of the winding up, the surplus shall be distributed amongst the Members<br> in proportion to the par value of the Shares held by them at the commencement of the winding<br> up subject to a deduction from those Shares in respect of which there are monies due, of<br> all monies payable to the Company for unpaid calls or otherwise. This Article is without<br> prejudice to the rights of the holders of Shares issued upon special terms and conditions. |
| --- | --- |
43
COMMUNICATIONWITH MEMBERS AND DISCLOSURE
| 183. | The<br> Company shall comply with the section headed “Shareholders Engagement” in the<br> Corporate Governance Code. |
|---|---|
| 184. | The<br> Company shall include the warning “A company controlled through weighted voting rights”<br> on the front page of all its listing documents, periodic financial reports, circulars,<br> notifications and announcements required by the HKSE Listing Rules, and describe its weighted<br> voting rights structure, the rationale for having such structure and the associated risks<br> for shareholders prominently in its listing documents and periodic financial reports. This<br> warning statement shall inform prospective investors of the potential risks of investing<br> in the Company and that they should make the decision to invest only after due and careful<br> consideration. |
| --- | --- |
| 185. | The<br> Company shall, in its listing documents and its interim and annual reports produced by the<br> Company pursuant to the HKSE Listing Rules: |
| --- | --- |
| (a) | identify<br> the holders of Class B Ordinary Shares (and, where a holder is a Director Holding Vehicle,<br> the Co-Founder holding and controlling such Director Holding Vehicle); |
| --- | --- |
| (b) | disclose<br> the impact of a potential conversion of Class B Ordinary Shares into Class A Ordinary<br> Shares on its share capital; and |
| --- | --- |
| (c) | disclose<br> all circumstances in which the weighted voting rights attached to the Class B Ordinary<br> Shares will cease. |
| --- | --- |
AMENDMENT OFMEMORANDUM AND ARTICLES OF ASSOCIATION
| 186. | Subject<br> to the Companies Act, the Company may at any time and from time to time by Super-Majority<br> Resolution alter or amend the Memorandum of Association or these Articles in whole or in<br> part. |
|---|
CLOSING OF REGISTEROR FIXING RECORD DATE
| 187. | For<br> the purpose of determining those Shareholders that are entitled to receive notice of, attend<br> or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders<br> that are entitled to receive payment of any dividend, or in order to make a determination<br> as to who is a Shareholder for any other purpose, the Directors may provide that the Register<br> shall be closed for transfers for a stated period which shall not exceed in any case thirty<br> (30) calendar days in any calendar year. |
|---|
44
| 188. | In<br> lieu of or apart from closing the Register, the Directors may fix in advance a date as the<br> record date for any such determination of those Shareholders that are entitled to receive<br> notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining<br> those Shareholders that are entitled to receive payment of any dividend the Directors may,<br> at or within ninety (90) calendar days prior to the date of declaration of such dividend,<br> fix a subsequent date as the record date for such determination. |
|---|---|
| 189. | If<br> the Register is not so closed and no record date is fixed for the determination of those<br> Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or<br> those Shareholders that are entitled to receive payment of a dividend, the date on which<br> notice of the meeting is posted or the date on which the resolution of the Directors declaring<br> such dividend is adopted, as the case may be, shall be the record date for such determination<br> of Shareholders. When a determination of those Shareholders that are entitled to receive<br> notice of, attend or vote at a meeting of Shareholders has been made as provided in this<br> Article, such determination shall apply to any adjournment thereof. |
| --- | --- |
REGISTRATIONBY WAY OF CONTINUATION
| 190. | The<br> Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction<br> outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated,<br> registered or existing. In furtherance of a resolution adopted pursuant to these Articles,<br> the Directors may cause an application to be made to the Registrar of Companies to deregister<br> the Company in the Cayman Islands or such other jurisdiction in which it is for the time<br> being incorporated, registered or existing and may cause all such further steps as they consider<br> appropriate to be taken to effect the transfer by way of continuation of the Company. |
|---|
DISCLOSURE
| 191. | The<br> Directors, or any service providers (including the officers, the Secretary and the registered<br> office provider of the Company) specifically authorized by the Directors, shall be entitled<br> to disclose to any regulatory or judicial authority or to any stock exchange on which securities<br> of the Company may from time to time be listed any information regarding the affairs of the<br> Company including without limitation information contained in the Register and books of the<br> Company. |
|---|
45
FORUM SELECTION
| 192. | The<br> Company, its Shareholders, Directors and officers agree to submit to the jurisdiction of<br> the courts of the Cayman Islands and Hong Kong, to the exclusion of other jurisdictions,<br> to hear, settle and/or determine any dispute, controversy or claim (including any non- contractual<br> dispute, controversy or claim) whether arising out of or in connection with these Articles<br> or otherwise, including any question regarding their existence, validity, formation, or termination,<br> save for in relation to any application or petition to wind-up the Company which the courts<br> of the Cayman Islands shall have exclusive jurisdiction to determine. For the avoidance of<br> doubt, without limiting the jurisdiction of the Cayman Courts and Hong Kong Courts to hear,<br> settle and/or determine disputes related to the Company, no other courts shall have jurisdiction<br> over or for (i) any derivative action or proceeding brought on behalf of the Company,<br> (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director,<br> officer or other employee of the Company to the Company or the Company’s Members, (iii) any<br> action asserting a claim arising pursuant to any provision of the Companies Act or these<br> Articles including but not limited to any purchase or acquisition of Shares, security or<br> guarantee provided in consideration thereof, or (iv) any action asserting a claim against<br> the Company which if brought in the United States would be a claim arising under the internal<br> affairs doctrine (as such concept is recognized under the laws of the United States from<br> time to time). If, notwithstanding the above provisions, a court of the United States assumes<br> jurisdiction to hear any proceedings, actions, claims, or complaints, however so called,<br> that rely on the provisions of the Securities Act or the U.S. Securities Exchange Act of<br> 1934 (as amended from time to time), then the federal courts of the United States shall have<br> exclusive jurisdiction to hear, settle, and/or determine any such proceeding, action, claim<br> or complaint to the exclusion of the state courts. Without prejudice to the foregoing, if<br> any part of this Article is held to be illegal, invalid or unenforceable under applicable<br> law, the illegal, invalid or unenforceable portion of this Article shall not affect<br> or impair the legality, validity or enforceability of the rest of the Articles and this Article shall<br> be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction<br> with whatever modification or deletion may be necessary so as best to give effect to the<br> intention of the Company. Any person or entity purchasing or otherwise acquiring any share<br> in or of the Company or other security of the Company whether by transfer, sale, operation<br> of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented<br> to the provisions of this Article. |
|---|
46
Exhibit 99.1
WeRide Inc. Announces Results of ExtraordinaryGeneral Meeting, Class A Meeting and Class B Meeting
NEW YORK, March 13, 2026 (GLOBAL NEWSWIRE) – WeRide Inc. (“WeRide” or the “Company”) (Nasdaq: WRD; HKEx: 0800), a global leader in autonomous driving technology, today announced that each of the proposed resolutions submitted for shareholders’ approval (the “Proposed Resolutions”) as set forth in the notice of extraordinary general meeting, notice of Class A meeting and notice of Class B meeting, each dated February 6, 2026, Beijing time, have been adopted at the meetings held in Guangzhou, Guangdong Province, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) the Company’s existing memorandum and articles of associations are amended and restated by their deletion in their entirety and by the substitution in their place of the ninth amended and restated memorandum and articles of association in the form as set out in Part A of Appendix I to the circular of the Company dated February 6, 2026, Beijing time; (ii) the directors of the Company are granted a general unconditional mandate to allot, issue and deal with additional Class A ordinary shares and/or resell of treasury shares; (iii) the directors of the Company are granted a general unconditional mandate to repurchase the Company’s own shares and/or American depositary shares, on the terms and in the periods as set out in the notice of extraordinary general meeting; and (iv) the WeRide Inc. 2026 Share Plan is adopted.
About WeRide
WeRide is a global leader and a first mover in the autonomous driving industry, as well as the first publicly traded Robotaxi company. Our autonomous vehicles have been tested or operated in over 40 cities across 11 countries. We are also the first and only technology company whose products have received autonomous driving permits in eight markets: China, the UAE, Singapore, France, Switzerland, Saudi Arabia, Belgium, and the US. Empowered by the smart, versatile, cost-effective, and highly adaptable WeRide One platform, WeRide provides autonomous driving products and services from L2 to L4, addressing transportation needs in the mobility, logistics, and sanitation industries. WeRide was named to Fortune’s 2025 Change the World and 2025 Future 50 lists. For more information, please visit www.weride.ai.
Investor Contact
ir@weride.ai
Exhibit99.2
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
WeRideInc.
文遠知行*
(A company controlled throughweighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 0800)
POLLRESULTS OF THE EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS HELD ON MARCH 13, 2026
References are made to the Notice of Extraordinary General Meeting (the “EGM”), the Notice of Class A Meeting (the “Class A Meeting”), and the Notice of Class B Meeting (the “Class B Meeting,” together with the Class A Meeting, the “Class Meetings”) each dated February 6, 2026 (collectively, the “Notices”) and the circular to the holders of Company’s shares (the “Shareholders”) dated February 6, 2026 (the “Circular”) of WeRide Inc. (the “Company”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Circular and the Notices.
POLL RESULTS OF THE EGM ANDTHE CLASS MEETINGS
| 1. | Poll Results of the EGM |
|---|
The board of directors (the “Board”) of the Company is pleased to announce that the EGM was held at 11:00 a.m. (Beijing time) on March 13, 2026 at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC.
All resolutions proposed at the EGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 1,027,322,464 Shares, comprising 972,508,041 Class A Ordinary Shares and 54,814,423 Class B Ordinary Shares, which was the total number of Shares entitling Shareholders to attend and vote in favor of, against or in abstention on the resolutions proposed at the EGM. There was no Shareholder who was required to abstain from voting under the Listing Rules on any resolution proposed at the EGM, nor any Shareholder who was entitled to attend the EGM but was required to abstain from voting in favor of any resolution proposed at the EGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the EGM.
Accordingly, the total number of Shares entitling the holders to attend and vote on the resolutions numbered 1 to 8 proposed at the EGM was 1,027,322,464 Shares, comprising 972,508,041 Class A Ordinary Shares and 54,814,423 Class B Ordinary Shares. As of the date of this announcement, the Company does not hold any treasury Shares, nor are there any repurchased Shares pending cancellation that should be excluded from the total number of issued Shares for the purpose of the EGM.
* For identification purpose only
1
According to the Company’s eighth amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) and the Undertaking for Interim Compliance:
| (i) | with<br> regard to the resolutions numbered 1 and 2, each Class A Ordinary Share shall entitle<br> its holder to one vote and each Class B Ordinary Share shall entitle its holder to 40<br> votes on a poll at the EGM; and |
|---|---|
| (ii) | with<br> regard to the resolutions numbered 3 to 8, each Class A Ordinary Share shall entitle<br> its holder to one vote and the exercise of voting rights attached to each Class B Ordinary<br> Share will be capped at ten votes on a poll at the EGM. |
| --- | --- |
In accordance with the provisions of the Listing Rules, voting on the resolutions proposed at the EGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the EGM are set out as follows:
| SPECIAL RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
|---|---|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN**^1^** | |||||
| 1. | To<br> approve the proposed amendments and restatement of the Memorandum and Articles of Association by substituting them with the Amended<br> Memorandum and Articles (as set out in part A of Appendix I to the Circular), subject to the passing of the Class-based Resolution<br> at the Class A Meeting and Class B Meeting, and to authorize the Board to deal with all related filings and amendments<br> (where necessary) procedures. | Class A<br> Ordinary Shares | 747,385,656<br><br> <br>(98.302296%) | 2,481,492<br><br> <br>(0.326386%) | 10,426,035<br><br> <br>(1.371318%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 2,192,576,920<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br> (-) | 54,814,423 | 2,192,576,920 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 2,939,962,576<br><br> <br>(99.562882%) | 2,481,492<br><br> <br>(0.084037%) | 10,426,035<br><br> <br>(0.353081%) | 815,107,606 | 2,952,870,103 | ||
| The<br> resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. |
2
| SPECIAL RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
|---|---|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN**^1^** | |||||
| 2. | To<br> approve the proposed amendments and restatement of the Memorandum and Articles of Association by substituting them with the Amended<br> Memorandum and Articles (as set out in part B of Appendix I to the Circular) (to take effect if the Class- based Resolution is not<br> passed at either the Class A Meeting or the Class B Meeting), and to authorize the Board to deal with all related filings<br> and amendments (where necessary) procedures. | Class A<br> Ordinary Shares | Not<br> applicable as the Class-based Resolution was passed at both the Class A Meeting and the Class B Meeting. | ||||
| Class B<br> Ordinary Shares | |||||||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | |||||||
| ORDINARY RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN**^1^** | |||||
| 3. | To<br> give a general mandate to the Directors to allot, issue or deal with additional Class A Ordinary Shares and/or to transfer Class A<br> Ordinary Shares out of treasury not exceeding 20% of the total number of issued Shares (excluding treasury Shares). | Class A<br> Ordinary Shares | 694,813,773<br><br> (91.387611%) | 55,176,315<br><br> (7.257241%) | 10,303,095<br><br> (1.355148%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 548,144,230<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br> (-) | 54,814,423 | 548,144,230 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,242,958,003<br><br> (94.995602%) | 55,176,315<br><br> <br>(4.216963%) | 10,303,095<br><br> (0.787435%) | 815,107,606 | 1,308,437,413 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. | |||||||
| 4. | To<br> give a repurchase mandate to the Directors to repurchase Class A Ordinary Shares and/or ADSs not exceeding 10% of the total<br> number of issued Shares (excluding treasury Shares). | Class A<br> Ordinary Shares | 759,959,979<br><br> (99.956174%) | 227,829<br><br> (0.029966%) | 105,375<br><br> (0.013860%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 548,144,230<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br> (-) | 54,814,423 | 548,144,230 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,308,104,209<br><br> <br>(99.974534%) | 227,829<br><br> <br>(0.017413%) | 105,375<br><br> <br>(0.008053%) | 815,107,606 | 1,308,437,413 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. |
3
| ORDINARY RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
|---|---|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN**^1^** | |||||
| 5. | To<br> extend the general mandate granted to the Directors to allot, issue or deal with additional Class A Ordinary Shares and/or to<br> transfer Class A Ordinary Shares out of treasury by the number of Class A Ordinary Shares and/or the Class A Ordinary<br> Shares underlying ADSs repurchased by the Company. | Class A<br> Ordinary Shares | 695,389,593<br><br> (91.463347%) | 54,599,640<br><br> (7.181393%) | 10,303,950<br><br> (1.355260%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 548,144,230<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br> (-) | 54,814,423 | 548,144,230 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,243,533,823<br><br> <br>(95.039611%) | 54,599,640<br><br> <br>(4.172889%) | 10,303,950<br><br> (0.787500%) | 815,107,606 | 1,308,437,413 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. | |||||||
| 6. | To<br> approve and adopt the 2026 Share Plan, a summary of the principal terms of which is set out in Appendix III to the Circular. | Class A<br> Ordinary Shares | 722,729,984<br><br> (95.059380%) | 37,360,036<br><br> (4.913898%) | 203,163<br><br> (0.026722%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 548,144,230<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br> (-) | 54,814,423 | 548,144,230 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,270,874,214<br><br> <br>(97.129156%) | 37,360,036<br><br> <br>(2.855317%) | 203,163<br><br> (0.015527%) | 815,107,606 | 1,308,437,413 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. | |||||||
| 7. | To<br> approve and adopt the Plan Limit on the total number of new Class A Ordinary Shares (including treasury Shares) that may be<br> issued or transferred under the 2026 Share Plan to eligible Participants. | Class A<br> Ordinary Shares | 722,742,689<br><br> (95.061051%) | 37,340,458<br><br> (4.911323%) | 210,036<br><br> (0.027626%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 548,144,230<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br> (-) | 54,814,423 | 548,144,230 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,270,886,919<br><br> <br>(97.130127%) | 37,340,458<br><br> <br>(2.853821%) | 210,036<br><br> (0.016052%) | 815,107,606 | 1,308,437,413 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. |
4
| ORDINARY RESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
|---|---|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN^1^ | |||||
| 8. | To<br> approve and adopt the Consultant Sub-limit on the total number of new Class A Ordinary Shares (including treasury Shares) that<br> may be issued or transferred under the 2026 Share Plan to Consultants. | Class A<br> Ordinary Shares | 722,720,741<br><br> <br>(95.058164%) | 36,981,223<br><br> <br>(4.864074%) | 591,219<br><br> <br>(0.077762%) | 760,293,183 | 760,293,183 |
| Class B<br> Ordinary Shares | 548,144,230<br><br> <br>(100.000000%) | 0<br><br> <br>(0.000000%) | 0<br><br> <br>(-) | 54,814,423 | 548,144,230 | ||
| TOTAL<br> NUMBER (CLASS A & CLASS B) | 1,270,864,971<br><br> <br>(97.128449%) | 36,981,223<br><br> <br>(2.826366%) | 591,219<br><br> <br>(0.045185%) | 815,107,606 | 1,308,437,413 | ||
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the EGM cast in favor thereof. | |||||||
| ^1^ | According<br> to the laws of the Cayman Islands, the Shares in abstention shall not be counted as votes<br> cast at the EGM. | ||||||
| --- | --- | ||||||
| 2. | Poll Results of the Class A Meeting | ||||||
| --- | --- |
The Board is pleased to announce that the Class A Meeting was held at 10:00 a.m. (Beijing time) on March 13, 2026 at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC. The resolution proposed at the Class A Meeting has been duly passed.
As of the Share Record Date, the Company had a total of 972,508,041 Class A Ordinary Shares in issue, which was the total number of Shares entitled to vote on the resolution proposed at the Class A Meeting. There was no Shareholder who was required to abstain from voting under the Listing Rules on the resolution proposed at the Class A Meeting, nor any Shareholder who was entitled to attend the Class A Meeting but was required to abstain from voting in favor of the resolution proposed at the Class A Meeting pursuant to Rule 13.40 of the Listing Rules. No person has indicated in the Circular that he or she intends to vote against or in abstention in respect of the resolution proposed at the Class A Meeting.
Shareholders and Shareholders’ proxies attending the Class A Meeting held a total of 760,496,383 Class A Ordinary Shares, representing approximately 78.20% of the total number of Class A Ordinary Shares carrying voting rights.
5
The voting results in respect of the resolution proposed at the Class A Meeting is set out as below:
| ORDINARY RESOLUTION | FOR | AGAINST | ABSTAIN^1^ | ||||
|---|---|---|---|---|---|---|---|
| NUMBER OF SHARES | PERCENTAGE (%) | NUMBER OF SHARES | PERCENTAGE (%) | NUMBER OF SHARES | PERCENTAGE (%) | ||
| 1. | To<br> consider and approve the Class-based Resolution to amend and restate the Memorandum and Articles of Association. | 747,584,653 | 98.302197% | 2,476,491 | 0.325641% | 10,435,239 | (1.372162%) |
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the Class A Meeting cast in favor thereof. | |||||||
| ^1^ | According<br> to the laws of the Cayman Islands, the Shares in abstention shall not be counted as votes<br> cast at the Class A Meeting. | ||||||
| --- | --- | ||||||
| 3. | Poll Results of the Class B Meeting | ||||||
| --- | --- |
The Board is pleased to announce that the Class B Meeting was held at 10:30 a.m. (Beijing time) on March 13, 2026 at 16/F, Tower A, KWG Flourishing Biotech Square, 68 Luoxuan Boulevard, Guangzhou International Biotech Island, Huangpu District, Guangzhou, Guangdong Province, PRC. The resolution proposed at the Class B Meeting has been duly passed.
As of the Share Record Date, the Company had a total of 54,814,423 Class B Ordinary Shares in issue, which was the total number of Shares entitled to vote on the resolution proposed at the Class B Meeting. There was no Shareholder who was required to abstain from voting under the Listing Rules on the resolution proposed at the Class B Meeting, nor any Shareholder who was entitled to attend the Class B Meeting but was required to abstain from voting in favor of the resolution proposed at the Class B Meeting pursuant to Rule 13.40 of the Listing Rules. No person has indicated in the Circular that he or she intends to vote against or in abstention in respect of the resolution proposed at the Class B Meeting.
Shareholders and Shareholders’ proxies attending the Class B Meeting held a total of 54,814,423 Class B Ordinary Shares, representing 100.000000% of the total number of Class B Ordinary Shares carrying voting rights.
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The voting result in respect of the resolution proposed at the Class B Meeting is set out as below:
| ORDINARY RESOLUTION | FOR | AGAINST | ABSTAIN^1^ | ||||
|---|---|---|---|---|---|---|---|
| NUMBER OF SHARES | PERCENTAGE (%) | NUMBER OF SHARES | PERCENTAGE (%) | NUMBER OF SHARES | PERCENTAGE (%) | ||
| 1. | To<br> consider and approve the Class-based Resolution to amend and restate the Memorandum and Articles of Association. | 54,814,423 | 100.000000% | 0 | 0.000000% | 0 | (-) |
| The<br> resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies)<br> attending the Class B Meeting cast in favor thereof. | |||||||
| ^1^ | According<br> to the laws of the Cayman Islands, the Shares in abstention shall not be counted as votes<br> cast at the Class B Meeting. | ||||||
| --- | --- |
The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the EGM and the Class Meetings.
The following Directors attended the EGM and the Class Meetings in person or via electronic means: Dr. Tony Xu Han, Dr. Yan Li, Mr. Jean-François Salles, Ms. Huiping Yan and Mr. David Zhang. The other Directors were unable to attend the EGM and the Class Meetings due to other business commitments.
| By order of the Board |
|---|
| WeRide Inc. |
| Dr. Tony Xu Han |
| Chairman of the Board, Executive Director and Chief Executive Officer |
Hong Kong, March 13, 2026
Asat the date of this announcement, the Board comprises Dr. Tony Xu Han and Dr. Yan Li as executive Directors, Mr. KazuhiroDoi and Mr. Jean-François Salles as non-executive Directors, and Ms. Huiping Yan, Mr. David Zhang and Dr. TonyFancheong Chan as independent non- executive Directors.
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Exhibit 99.3
WeRideInc.
2026Share Plan
Adoptedon [·]
WeRideInc.
2026Share Plan
SECTION 1. ESTABLISHMENT AND PURPOSE.
The purpose of this Plan is to attract, incentivize and retain Employees, Outside Directors and Consultants through the grant of Awards. The Plan provides for the grant of Options to purchase Shares and the grant of Restricted Share Units to acquire Shares. Options granted under the Plan may be ISOs intended to qualify under Code Section 422 or NSOs which are not intended to so qualify.
Capitalized terms are defined in Section 12.
SECTION 2. ADMINISTRATION.
(a) Administrator. The Plan shall be administered by the Administrator in accordance with the terms of this Plan.
(b) Authority of the Administrator. Subject to the provisions of the Plan (including but not limited to Sections 4, 7 and 11) and applicable laws and the requirements of any exchange on which the Shares are listed or traded (including the HKSE Listing Rules), the Administrator shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan, including without limitation,
(i) to determine the Participant to whom Awards may from time to time be granted hereunder;
(ii) to determine the type or types of Awards to be granted to each Participant;
(iii) to determine the number of Shares to be subject to each such Award granted hereunder;
(iv) to prescribe the forms of Award Agreement for use under the Plan, which need not be identical for each Participant and to amend any Award Agreement, provided that: (A) the rights or obligations of the Participant holding the Award that is the subject of any such Award Agreement are not affected adversely by such amendment; or (B) the consent of the affected Participant is obtained; or (C) such amendment is otherwise permitted under the Plan. Any such amendment or grant of an Award under the Plan need not be the same with respect to each Participant;
(v) to make all other decisions and determinations that may be required or desired pursuant to the Plan and/or the Award Agreements or as the Administrator deems necessary or advisable to administer the Plan;
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(vi) to construe, interpret, reconcile any inconsistency in, correct any defect in and/or supply any omission in the terms of the Plan, any Award Agreement and Awards granted pursuant to the Plan; and
(vii) to take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with applicable laws or any necessary local governmental or regulatory exemptions or approvals or listing requirements of any securities exchange or automated quotation system.
(c) Effect of Administrator’s Decision. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan and any Award Agreement, and all decisions, determinations and interpretations of the Administrator shall be final, binding and conclusive for all purposes and upon all Participants and all persons deriving their rights from a Participant.
(d) Delegation of Authority. To the extent permitted by applicable laws and the requirements of any exchange on which the Shares are listed or traded (including the HKSE Listing Rules), the Administrator may from time to time delegate to one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Section 2. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate.
SECTION 3. ELIGIBILITY.
(a) General Rule. Employees, Outside Directors and Consultants shall be eligible for the grant of Awards under the Plan. However, only Employees shall be eligible for the grant of ISOs.
(b) Ten-Percent Shareholders. A person who owns more than 10% of the total combined voting power of all classes of outstanding shares of the Company or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant. For purposes of this Subsection (b), in determining ownership, the attribution rules of Code Section 424(d) shall be applied.
(c) Eligibility of Consultants. The eligibility of Consultants shall be determined by the Administrator on a case by case basis, in its sole discretion, taking into account factors, including but not limited to: (i) the performance of relevant Consultants; (ii) the length of business relationship with the Company or a Subsidiary; (iii) the materiality and nature of the business relationship with the Company or a Subsidiary (such as whether they relate to the core business of the Company or a Subsidiary and whether such business dealings could be readily replaced by third parties); (iv) the specific skills or technical knowledge of the relevant Consultants; (v) the scale of business dealings with the Company or a Subsidiary, in particular, whether such Consultants could bring positive impacts to the Company’s or a Subsidiary’s business with regard to factors such as the actual or expected improvement in the Company’s or a Subsidiary’s technology or product or increase in the Company’s or a Subsidiary’s revenue or profits or reduction in costs which is or may be attributable to the Consultants; and (vi) the Company’s or a Subsidiary’s future business plans in relation to further collaboration with such Consultants and the long-term support that the Company or a Subsidiary may receive accordingly.
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SECTION 4. SHARES SUBJECTTO PLAN.
(a) Basic Limitation. The maximum number of Shares (including treasury Shares) which may be issued or transferred under the Plan shall not exceed 10% of the total issued and outstanding ordinary shares (excluding any treasury Shares) of the Company as at the date of approval of this Plan by the Company’s shareholders, being [·], subject to Subsection (b) below and Section 9(a) (to be equitably adjusted in the event of any share subdivision, consolidation or similar transactions such that the percentage of issued and outstanding Shares represented by the limit shall be the same before and after the transactions) (the “PlanLimit”). Out of the Plan Limit, the maximum number of Shares (including treasury Shares) which may be issued or transferred under the Plan to Consultants shall not exceed 1% of the total issued and outstanding ordinary shares (excluding any treasury Shares) of the Company as at the date of approval of this Plan by the Company’s shareholders, being [·], subject to Subsection (b) below and Section 9(a) (to be equitably adjusted in the event of any share subdivision, consolidation or similar transactions such that the percentage of issued and outstanding Shares represented by the limit shall be the same before and after the transactions) (the “Consultant Sub-limit”). All of these Shares may be issued or transferred upon the exercise or settlement of Awards. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be funded by new Shares or treasury Shares. Subject to the immediately following sentence, the Company may refresh or grant Awards beyond the Plan Limit and the Consultant Sub-limit as permitted and subject to the requirements under the applicable laws (including the HKSE Listing Rules). Notwithstanding anything to the contrary contained herein, any refreshment of the Plan Limit and/or the Consultant Sub-limit shall require the approval of the Company’s shareholders.
(b) Additional Shares. In the event that an outstanding Option or Restricted Share Unit for any reason expires or lapses, the Shares allocable to the unexercised or unsettled portion of such Option or Restricted Share Unit shall remain available for issuance under the Plan. Notwithstanding the foregoing, in the case of ISOs, this Subsection (b) shall be subject to any limitations imposed under Section 422 of the Code and the treasury regulations thereunder. For the avoidance of doubt, Options or Restricted Share Units that are lapsed in accordance with the terms of the Plan will not be regarded as utilized for the purpose of calculating the Plan Limit and the Consultant Sub-limit, but Options or Restricted Share Units that are cancelled will be regarded as utilized for such calculations. Notwithstanding anything to the contrary contained herein, in no event shall any of the following Shares again become available for other Awards under the Plan: (i) Shares tendered or withheld on the exercise of Options or other Awards for the payment of the Exercise Price thereof, as applicable; (ii) Shares tendered by a Participant or withheld by the Company to satisfy withholding taxes in connection with the exercise of Options or in settlement of any other Award; and (iii) Shares purchased on the open market with cash proceeds from the exercise of Options.
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SECTION 5. TERMS AND CONDITIONSOF OPTIONS.
(a) Share Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Share Option Agreement between the Optionee and the Company setting forth the number of Shares subject to the Award and the terms and conditions of the Award, including any performance target based on various key performance indicators with respect to operations, finance, business and/or other metrics which are designed to motivate and reward contribution to the Company and/or its Subsidiaries that needs to be achieved before the Award can be vested, which shall not be inconsistent with the Plan. Key performance indicators for assessment of performance targets include any one or more of the following corporate-wide or subsidiary, division, operating unit, line of business, project, geographic or individual measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; revenue; growth rate; return on equity; return on investment; sales; revenue; stock price; total shareholder return; business unit development; or such other goals as the Administrator may determine from time to time. In assessing whether the performance targets attached to an Option have been satisfied, the Administrator will consider both quantitative and qualitative factors relevant to the nature of the Participant’s role and the Company’s or a Subsidiary’s business objectives for the applicable period. Quantitative assessment will generally involve comparing actual performance against the preset key performance indicators (such as revenue growth, operating efficiency metrics, R&D progress milestones, or financial ratios) approved at the time of grant. Qualitative assessment may include evaluating the Participant’s contribution to strategic initiatives, project execution, team leadership, compliance, and other role-specific deliverables. The Administrator will determine whether the performance targets have been met, and the extent to which they have been met, based on a holistic review of the above factors, supported by the Company’s or a Subsidiary’s internal management reports, financial records, project status updates and other relevant documentation. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or Shares outstanding, investments or to assets or net assets. The Administrator may, in its sole discretion, amend or adjust the key performance indicators and establish any special rules and conditions to which the key performance indicators shall be subject at any time. For the avoidance of doubt, performance targets are not applicable to independent Directors. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Administrator deems appropriate for inclusion in a Share Option Agreement. The provisions of the various Share Option Agreements entered into under the Plan need not be identical. No cash consideration shall be required of the recipient in connection with the grant of Options.
(b) Number of Shares. Each Share Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Share Option Agreement shall also specify whether the Option is an ISO or an NSO.
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(c) ExercisePrice.
(i) General. Each Share Option Agreement shall specify the Exercise Price, which shall be payable in a form described in Section 8. Subject to the remaining provisions of this Subsection (c), the Exercise Price shall be determined by the Administrator in its sole discretion, provided that: (A) the Exercise Price of the Option must be at least the Fair Market Value of the depositary receipts representing the Shares on the Date of Grant, which must be a business day; (B) in no event shall the Exercise Price be less than the par value of the Shares; and (C) the determination of the Exercise Price shall be subject to compliance with applicable laws and the requirements of any exchange on which the Shares or the depositary receipts representing the Shares are listed or traded (including the HKSE Listing Rules).
(ii) ISOs. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant, and a higher percentage may be required by Section 3(b). This Subsection (c)(ii) shall not apply to an ISO granted pursuant to an assumption of, or substitution for, another incentive stock option in a manner that complies with Code Section 424(a).
(iii) NSOs. Except as specifically set forth in this Subsection (c)(iii), the Exercise Price of an NSO shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant. This Subsection (c)(iii) shall not apply to an NSO granted to a person who is not a U.S. taxpayer on the Date of Grant or to an NSO that is intended either to be exempt from Code Section 409A as a “short-term deferral” or to comply with the requirements of Code Section 409A. In addition, this Subsection (c)(iii) shall not apply to an NSO granted pursuant to an assumption of, or substitution for, another share option in a manner that complies with Code Section 409A.
(d) Vesting and Exercisability. Each Share Option Agreement shall specify the date when all or any installment of the Option is to become vested and exercisable. No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Share Option Agreement to the Company or (ii) otherwise agrees to be bound by the terms of the Share Option Agreement. The Administrator shall determine the vesting and exercisability provisions of the Share Option Agreement at its sole discretion, provided that no Options granted under the Plan shall vest earlier than the first anniversary of the date on which the Options are granted. Nevertheless, the Administrator may, at its discretion, determine a shorter period during which Options may vest upon the grant of the Options with respect to the following Options granted to Employees of the Company or its Subsidiaries:
(i) substitute awards granted in connection with Awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries; or
(ii) any additional Awards the Administrator may grant in respect of (A) sign-on or make-whole grants to new Employees of the Company or any of its Subsidiaries, (B) grants of Awards with performance-based vesting conditions, (C) grants of Awards that are made in batches for administrative or compliance reasons, (D) grants of Awards that vest evenly over a period of 12 months or more, (E) grants of Awards with a total vesting and holding period of more than 12 months, and (F) Awards subject to a minimum holding period of 12 months which are delivered to an Employee of the Company or any of its Subsidiaries under his or her compensation arrangements (including the relevant Award Agreement) with the Company or any of its Subsidiaries.
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Subject to the provisions of this Section 5 and the approval by the original body which approved the grant, at any time after grant of an Option, the Administrator may, subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. The restriction with respect to vesting period under this Section 5 does not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting of any Option in cases of termination, death or Disability of the Participant, or dissolution, liquidation or change of control of the Company, or otherwise, to the extent permitted by applicable laws and the requirements of any exchange on which the Shares are listed or traded (including the HKSE Listing Rules).
(e) Basic Term. The Share Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the Date of Grant, and in the case of an ISO, a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Administrator at its sole discretion shall determine when an Option is to lapse.
(f) Termination of Service. If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the Optionee’s Options shall automatically lapse on the earliest of the following dates:
(i) The expiration date determined pursuant to Subsection (e) above;
(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such earlier or later date as the Administrator may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service); or
(iii) The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Administrator may determine.
The Optionee may exercise all or part of the Optionee’s Options at any time before the lapse of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). In the event that the Optionee dies after the termination of the Optionee’s Service but before the lapse of the Optionee’s Options, all or part of such Options may be exercised (prior to lapse) by the executors or administrators of the Optionee’s estate, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). In no event will an Option, or the Shares underlying an Option, become vested and/or exercisable after termination of the Optionee’s Service unless the Administrator takes affirmative action or unless expressly provided in a written agreement between the Company and the Optionee.
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(g) Leaves of Absence. For purposes of Subsection (f) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence approved by the Company in writing.
(h) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall automatically lapse on the earlier of the following dates:
(i) The expiration date determined pursuant to Subsection (e) above; or
(ii) The date 12 months after the Optionee’s death, or such earlier or later date as the Administrator may determine (but in no event earlier than six months after the Optionee’s death).
All or part of the Optionee’s Options may be exercised at any time before the lapse of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death). In no event will an Option, or the Shares underlying an Option, become vested and/or exercisable after the Optionee’s death unless the Administrator takes affirmative action or unless expressly provided in a written agreement between the Company and the Optionee.
(i) Restrictions on Transfer of Options. An Option shall be personal to the Optionee and shall not be transferable or assignable by the Optionee, unless a waiver by applicable authorities (including the HKSE) has been granted and the approval by the Administrator has been obtained.
(j) No Rights as a Shareholder. Until an Optionee is registered as a holder of Shares (by entry in the Company’s register of members), no right to vote or receive dividends (or distributions made upon the liquidation of the Company) or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the vesting of the Options. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are so registered, except as provided in Section 9.
(k) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding Options or may accept the cancellation of outstanding options (whether granted by the Company or another issuer) in return for the grant of new Options or a different type of award for the same or a different number of Shares and at the same or a different Exercise Price (if applicable). The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option; provided, however, that a modification of an Option that is otherwise favorable to the Optionee (for example, providing the Optionee with additional time to exercise the Option after termination of employment or providing for additional forms of payment) but causes the Option to lose its tax-favored status (for example, as an ISO) shall not require the consent of the Optionee.
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(l) Company’s Right to Cancel Certain Options. Any other provision of the Plan or a Share Option Agreement notwithstanding, the Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701 under the Securities Act. Prior to canceling such Option, the Company shall give the Optionee not less than 30 days’ notice in writing. If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate value equal to the excess of (i) the Fair Market Value of the Shares subject to such Option as of the time of the cancellation over (ii) the Exercise Price of such Option. The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or a combination of both. If the consideration would be a negative amount, such Option may be cancelled without the delivery of any consideration.
SECTION 6. TERMS AND CONDITIONSOF RESTRICTED SHARE UNITS
(a) Restricted Share Unit Agreement. Each grant of Restricted Share Units under the Plan shall be evidenced by a Restricted Share Unit Agreement between the recipient and the Company setting forth the number of Shares subject to the Award and the terms and conditions of the Award, including any performance target based on various key performance indicators with respect to operations, finance, business and/or other metrics which are designed to motivate and reward contribution to the Company and/or its Subsidiaries that needs to be achieved before the Award can be vested, which shall not be inconsistent with the Plan. Key performance indicators for assessment of performance targets include any one or more of the following corporate-wide or subsidiary, division, operating unit, line of business, project, geographic or individual measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; revenue; growth rate; return on equity; return on investment; sales; revenue; stock price; total shareholder return; business unit development; or such other goals as the Administrator may determine from time to time. In assessing whether the performance targets attached to a Restricted Share Unit have been satisfied, the Administrator will consider both quantitative and qualitative factors relevant to the nature of the Participant’s role and the Company’s or a Subsidiary’s business objectives for the applicable period. Quantitative assessment will generally involve comparing actual performance against the preset key performance indicators (such as revenue growth, operating efficiency metrics, R&D progress milestones, or financial ratios) approved at the time of grant. Qualitative assessment may include evaluating the Participant’s contribution to strategic initiatives, project execution, team leadership, compliance, and other role-specific deliverables. The Administrator will determine whether the performance targets have been met, and the extent to which they have been met, based on a holistic review of the above factors, supported by the Company’s or a Subsidiary’s internal management reports, financial records, project status updates and other relevant documentation. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or Shares outstanding, investments or to assets or net assets. The Administrator may, in its sole discretion, amend or adjust the key performance indicators and establish any special rules and conditions to which the key performance indicators shall be subject at any time. For the avoidance of doubt, performance targets are not applicable to independent Directors. Such Restricted Share Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and which the Administrator deems appropriate for inclusion in a Restricted Share Unit Agreement. The provisions of the various Restricted Share Unit Agreements entered into under the Plan need not be identical.
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(b) Payment for Restricted Share Units. No cash consideration shall be required of the recipient in connection with the grant of Restricted Share Units.
(c) Vesting Conditions. Each Restricted Share Unit Agreement shall specify the vesting requirements applicable to the Restricted Share Units subject thereto, which the Administrator shall determine in its sole discretion, provided that no Restricted Share Units granted under the Plan shall vest earlier than the first anniversary of the date on which the Restricted Share Units are granted. Nevertheless, the Administrator may, at its discretion, determine a shorter period during which Restricted Share Units may vest upon the grant of the Restricted Share Units with respect to the following Restricted Share Units granted to Employees of the Company or its Subsidiaries:
(i) substitute awards granted in connection with Awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries; or
(ii) any additional Awards the Administrator may grant in respect of (A) sign-on or make-whole grants to new Employees of the Company or any of its Subsidiaries, (B) grants of Awards with performance-based vesting conditions, (C) grants of Awards that are made in batches for administrative or compliance reasons, (D) grants of Awards that vest evenly over a period of 12 months or more, (E) grants of Awards with a total vesting and holding period of more than 12 months, and (F) Awards subject to a minimum holding period of 12 months which are delivered to an Employee of the Company or any of its Subsidiaries under his or her compensation arrangements (including the relevant Award Agreement) with the Company or any of its Subsidiaries.
Subject to the provisions of this Section 6 and the approval by the original body which approved the grant, at any time after grant of Restricted Share Units, the Administrator may, subject to whatever terms and conditions it selects, accelerate the period during which the Restricted Share Units vest. The restriction with respect to vesting period under this Section 6 does not apply to the Administrator’s discretion to provide for accelerated vesting of any Restricted Share Unit in cases of termination, death or Disability of the Participant, or dissolution, liquidation or change of control of the Company, or otherwise, to the extent permitted by applicable laws and the requirements of any exchange on which the Shares are listed or traded (including the HKSE Listing Rules).
(d) Forfeiture. Unless a Restricted Share Unit Agreement provides otherwise, upon termination of the recipient’s Service and upon such other times specified in the Restricted Share Unit Agreement, any unvested Restricted Share Units shall be forfeited to the Company.
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(e) Voting and Dividend Rights. Until the holder of Restricted Share Units is registered as a holder of Shares (by entry in the Company’s register of members), no right to vote or receive dividends (or distributions made upon the liquidation of the Company) or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the vesting of the Restricted Share Units. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are so registered, except as provided in Section 9.
(f) Form and Time of Settlement of Restricted Share Units. Settlement of vested Restricted Share Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the Administrator. The actual number of Restricted Share Units eligible for settlement may be larger or smaller than the number included in the original award, based on predetermined performance factors. Vested Restricted Share Units shall be settled in such manner and at such time(s) as specified in the Restricted Share Unit Agreement. Until Restricted Share Units are settled, the number of Shares represented by such Restricted Share Units shall be subject to adjustment pursuant to Section 9.
(g) Termination of Service. If a Participant's service terminates for any reason, all Restricted Share Units that are unvested at such time shall automatically lapse for no consideration effective as of the earlier of:
(i) the date on which the Participant gives or is provided with written notice of such termination; or
(ii) if the Participant is an Employee, the date on which the Participant is no longer actively employed by and physically present on the premises of the Group regardless of any notice period or period of pay in lieu of such notice required under any applicable laws.
(h) Death of Recipient. Any Restricted Share Units that become distributable after the Participant’s death shall be distributed to the Participant’s estate.
(i) Creditors’ Rights. A holder of Restricted Share Units shall have no rights other than those of a general creditor of the Company. Restricted Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Share Unit Agreement.
(j) Modification, Extension and Assumption of Restricted Share Units. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding restricted share units (whether granted by the Company or a different issuer). The foregoing notwithstanding, no modification of a Restricted Share Unit shall, without the consent of the Participant, impair the Participant’s rights or increase the Participant’s obligations under such Restricted Share Unit.
(k) Restrictions on Transfer of Restricted Share Units. A Restricted Share Unit shall be personal to the Participant and shall not be transferable or assignable by the Participant, unless a waiver by applicable authorities (including the HKSE) has been granted and the approval by the Administrator has been obtained.
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SECTION 7. LIMITATIONSON GRANT.
(a) Limitation on Individual Grant. Where any grant of Awards to a Participant would result in the Shares issued and to be issued in respect of all options and awards granted to such Participant (excluding any awards lapsed in accordance with the terms of the share plan(s) or award agreement(s)) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the total number of ordinary shares of the Company in issue (excluding treasury Shares), such grant must be separately approved by the Company’s shareholders in general meeting, with such Participant and his or her close associates (or associates if the Participant is a connected person) abstaining from voting.
(b) Limitation on Grant to Directors, Chief Executives or Substantial Shareholders. The grant of Awards to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, must be approved by the independent Directors (excluding any independent Director who is the grantee of the Awards). The corporate governance committee of the Board must make a recommendation on any grant of Awards to a Director who is a weighted voting rights beneficiary.
(c) Limitation on Grant to Directors. Where any grant of Awards (excluding grant of Options) to a Director (other than an independent Director) or chief executive of the Company, or any of their associates, would result in the Shares issued and to be issued in respect of all options and awards granted (excluding any awards lapsed in accordance with the terms of the share plan(s) or award agreement(s)) to such Participant in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the total number of ordinary shares of the Company in issue (excluding treasury Shares), such further grant of Awards must be approved by the Company’s shareholders in general meeting, with such Participant and his or her associates abstaining from voting in favor at such general meeting.
(d) Limitation on Grant to Independent Directors. Where any grant of Awards to an independent Director or a substantial shareholder of the Company, or any of their respective associates, would result in the Shares issued and to be issued in respect of all awards granted (excluding any Awards lapsed in accordance with the terms of the share plan(s) or award agreement(s)) to such Participant in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the total number of ordinary shares of the Company in issue (excluding treasury Shares), such further grant of Awards must be approved by the Company’s shareholders in general meeting, with such Participant and his or her associates abstaining from voting in favor at such general meeting.
(e) Limitationon Time of Grant. The Company may not grant any Awards:
(i) after inside information has come to its knowledge until (and including) the trading day after it has announced the information;
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(ii) during the period commencing 30 days immediately before the earlier of: (a) the date of the Board meeting (as such date is first notified to the HKSE under the HKSE Listing Rules) for approving the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the HKSE Listing Rules); and (b) the deadline for the Company to announce its results for any year or half-year under the HKSE Listing Rules, or quarterly or any other interim period (whether or not required under the HKSE Listing Rules), and ending on the date of the results announcement; and
(iii) during any period of delay in the Company publishing a results announcement.
SECTION 8. PAYMENT FORSHARES.
(a) General Rule. The entire Exercise Price for Options issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 8. In addition, the Administrator in its sole discretion may also permit payment through any of the methods described in (b) through (f) below.
(b) Promissory Note. All or a portion of the Exercise Price for Options issued under the Plan may be paid with a promissory note subject to applicable laws and the requirements of any exchange on which the Shares are listed or traded (including the HKSE Listing Rules). The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Administrator in its sole discretion shall specify the term, interest rate, recourse, amortization requirements (if any) and other provisions of such note.
(c) Surrender of Shares. All or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when the Option is exercised.
(d) Cashless Exercise. All or part of the Exercise Price and any withholding taxes may be paid pursuant to a cashless exercise arrangement (whether through a securities broker or otherwise) established by the Company whereby Shares subject to an Option are sold and all or part of the sale proceeds are delivered to the Company.
(e) Net Exercise. An Option may permit exercise through a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value (determined by the Administrator as of the exercise date) that does not exceed the aggregate Exercise Price or the sum of the aggregate Exercise Price and any withholding taxes (with the Company accepting from the Optionee payment of cash or cash equivalents to satisfy any remaining balance of the aggregate Exercise Price and, if applicable, any additional withholding taxes not satisfied through such reduction in Shares); provided that to the extent Shares subject to an Option are withheld in this manner, the number of Shares subject to the Option following the net exercise will be reduced by the sum of the number of Shares withheld and the number of Shares delivered to the Optionee as a result of the exercise.
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(f) Other Forms of Payment. To the extent that an Award Agreement so provides, the Exercise Price of Options issued under the Plan may be paid in any other form permitted under the Companies Act (as revised) of the Cayman Islands.
SECTION 9. ADJUSTMENTOF SHARES.
(a) General. In the event of any alteration in the capital structure of the Company such as capitalization issue, rights issue, subdivision or consolidation of Shares or reduction of the share capital of the Company (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), the Administrator shall make such corresponding adjustments, if any, as it in its discretion may deem appropriate to reflect such change with respect to: (i) the number or nominal amount of Shares subject to the Awards so far as unexercised; or (ii) the exercise price, or any combination thereof. Such adjustments will be made in accordance with the requirements of the guidance materials published by the HKSE. Any such adjustments (other than any made on a capitalization issue) shall be subject to a written confirmation from an independent financial advisor or the Company’s auditors, to have given the Participants the same proportion (or rights in respect of the same proportion) of the equity capital as that to which that person was previously entitled, provided that no such adjustments shall be made to the extent that a Share would be issued at less than its nominal value.
(b) Corporate Transactions. In the event that the Company is a party to a merger or consolidation, or in the event of a sale of all or substantially all of the Company’s shares or assets, all Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator in its capacity as administrator of the Plan, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or all portions of an Award) in an identical manner. The treatment specified in the transaction agreement or as determined by the Administrator may include (without limitation) one or more of the following with respect to each outstanding Award:
(i) The Company, the surviving corporation or a parent thereof may continue or assume the Award or substitute a comparable award for the Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Shares in the transaction). For avoidance of doubt, a comparable award need not be the same type of award as the Award for which it is substituted, and, in the case of an Option, need not have the same tax-status (e.g., an NSO may be substituted for an ISO).
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(ii) The cancellation of the Award and a payment to the Participant with respect to each Share subject to the portion of the Award that is vested as of the transaction date equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Share as a result of the transaction, over (if applicable) (B) the per-Share Exercise Price of the Award (such excess, the “Spread”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent having a value equal to the Spread. In addition, any escrow, indemnification, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares. Receipt of the payment described in this Subsection (b)(ii) may be conditioned upon the Participant acknowledging such escrow, indemnification, holdback, earn-out or other provisions on a form prescribed by the Company. If the Spread applicable to an Award is zero or a negative number, then the Award may be cancelled without making a payment to the Participant.
(iii) Even if the Spread applicable to an Option is a positive number, the Option may be cancelled without the payment of any consideration; provided that the Optionee shall be notified of such treatment and given an opportunity to exercise the Option (to the extent the Option is vested or becomes vested as of the effective date of the transaction) during a period of not less than five (5) business days preceding the effective date of the transaction, unless (A) a shorter period is required to permit a timely closing of the transaction and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise the Option.
(iv) In the case of an Option: (A) suspension of the Optionee’s right to exercise the Option during a limited period of time preceding the closing of the transaction if such suspension is administratively necessary to facilitate the closing of the transaction and/or (B) termination of any right the Optionee has to exercise the Option prior to vesting in the Shares subject to the Option (i.e., “early exercise”), such that following the closing of the transaction the Option may only be exercised to the extent it is vested.
For the avoidance of doubt, the Administrator has discretion to accelerate, in whole or part, the vesting and exercisability of an Award in connection with a corporate transaction covered by this Section 9(b).
(c) Dissolution or Liquidation. To the extent not previously exercised or settled, Options and Restricted Share Units shall terminate immediately prior to the liquidation or dissolution of the Company.
(d) Reservation of Rights. Except as provided in Section 6(e) or this Section 9, a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of Shares of any class. Any issuance by the Company of shares of any class, or securities convertible into shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.
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SECTION 10. MISCELLANEOUSPROVISIONS.
(a) Conditions for Exercise or Settlement of Awards. Notwithstanding any other provision of this Plan or any Award Agreement, the exercise of any Option or the settlement of any Restricted Share Unit (including the delivery of any Shares or cash) shall be contingent upon the satisfaction of each of the following conditions, as determined by the Administrator in its sole discretion:
(i) Vesting. The Award has become vested in accordance with applicable Award Agreement and this Plan.
(ii)No Pending Disputes. There is no material unresolved dispute, claim, action, arbitration, or governmental investigation (collectively, a “Dispute”) pending between the Participant and the Company or any of its Subsidiaries. The Administrator shall have sole discretion to determine whether any Dispute is material for purposes of this condition.
(iii) Tax Obligations. The Participant has made arrangements satisfactory to the Company for the satisfaction of all applicable income tax, social insurance contributions, payroll tax, fringe benefits tax, and other tax-related items related to the Award that are legally applicable to the Participant (“Withholding Taxes”). Such arrangements may include, without limitation: (A) payment by the Participant in cash or by check; (B) authorization for the Company (or its Subsidiary) to withhold Shares otherwise deliverable upon exercise or settlement having a Fair Market Value equal to the minimum statutory Withholding Taxes (or such greater amount as permitted without adverse accounting consequences, if the Participant so elects); (C) A “sell-to-cover” or “same-day sale” instruction to a Company-designated broker; or (D) Any other method approved by the Administrator.
(iv) Regulatory Compliance. All necessary approvals, registrations, or qualifications of any governmental authority or securities exchange required in connection with the lawful issuance, exercise, settlement, or sale of the Shares underlying the Award have been obtained and remain effective. Such requirements may include, without limitation, (A) completion of any necessary registration, filing, or approval process with the State Administration of Foreign Exchange (“SAFE”) or its local branch (as applicable), (B) the effectiveness of a current registration statement on Form S-8 (or any successor form) with the U.S. Securities and Exchange Commission (“SEC”) registering the Shares issuable under the Plan, unless an applicable exemption from registration is available and relied upon by the Company.
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(v) Legal and Policy Compliance. The exercise or settlement (and the related issuance of Shares) is in compliance with all applicable laws, rules, and regulations, including but not limited to the securities laws of any applicable jurisdiction, and the Company’s then-current internal policies, including but not limited to its Employee Manual, Code of Business Conduct and Ethics, Policies Prohibiting Insider Trading, and Clawback Policy.
(vi) Others. Any other conditions as specified in the applicable Award Agreement.
If a Participant fails to satisfy any of the conditions above, the Company may, in its sole discretion, delay, suspend, or cancel the exercise or settlement of Award, or recover from the Participant any Shares or proceeds from the sale of Shares already delivered. The Company shall have no liability to any Participant for any delay in the issuance of Shares or other settlement of an Award caused by the Participant’s failure to timely satisfy these conditions or by the processing requirements of any governmental authority.
(b) No Retention Rights. Nothing in the Plan or in any right or Award granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.
(c) Treatment as Compensation. Any compensation that an individual earns or is deemed to earn under this Plan shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other plan or program that is maintained or funded by the Company or a Subsidiary.
(d) Governing Law. The Plan and all awards, sales and grants under the Plan shall be governed by, and construed in accordance with, the laws of the Cayman Islands (except its choice-of-law provisions), as such laws are applied to contracts entered into and performed in such jurisdiction.
(e) Conflict of Rules. In the event of a conflict or inconsistency between the requirements under the HKSE Listing Rules and the rules of any other exchange on which the Shares are listed or traded, the more onerous requirements shall prevail.
(f) Conditions and Restrictions on Shares. Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In addition, Shares issued under the Plan shall be subject to conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage, which (for avoidance of doubt) need not be set forth in the applicable Award Agreement.
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(g) 409ACompliance.
(i) Unless otherwise expressly set forth in an Award Agreement, it is intended that any Awards granted to a U.S. Person shall be exempt from Code Section 409A, and any ambiguity in the terms of such Award Agreement and the Plan shall be interpreted consistently with this intent. To the extent an Award granted to a U.S. Person is not exempt from Code Section 409A (any such award, a “409A Award”), any ambiguity in the terms of such Award and the Plan shall be interpreted in a manner that to the maximum extent permissible supports the Award’s compliance with the requirements of that statute. Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award or (ii) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. The Administrator shall use commercially reasonable efforts to implement the provisions of this Section 10(g) in good faith; provided, that neither the Company, the Subsidiaries, the Administrator nor any of the employees, directors or representatives of the Company and its Subsidiaries shall have any liability to any Participant with respect to this Section 10(g).
(ii) None of the Company, the Subsidiaries or any member of the Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.
(h) Applicable Currency. The Award Agreement shall specify the currency applicable to such Award. The Administrator may determine, in its sole discretion, that an Award denominated in one currency may be paid in any other currency based on the prevailing exchange rate as the Administrator deems appropriate. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with applicable laws, including foreign exchange control laws and regulations.
(i) Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all applicable laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares issued or delivered under the Plan under any applicable laws. If the Shares issued or delivered under the Plan may in certain circumstances be exempt from registration under applicable laws, the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.
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(j) Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary, including but not limited to the WeRide Inc. 2018 Share Plan effective as of June 12, 2018, the WeRide Inc. Amended and Restated 2018 Share Plan effective as of July 26, 2024, and the WeRide Inc. Second Amended and Restated 2018 Share Plan effective as of January 26, 2026, and any Awards granted by the Company before the Company’s listing on HKSE thereunder. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary (i) to establish any other forms of incentives or compensation for Employees, Outside Directors and/or Consultants, or (ii) to grant or assume options or other rights or awards other than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association.
(k) Termination for Cause; Other Breaches. Subject to applicable laws and the requirements of any exchange on which the Shares are listed or traded (including the HKSE Listing Rules), (i) all of a Participant’s Options or Restricted Share Units, whether vested or unvested, and all other Awards granted to such Participant shall become ab initio void and the exercise of any such Options or Restricted Share Units shall therefore be automatically rescinded and void, and (ii) considering that all of such Participant’s Awards, whether vested or unvested, are ab initio void, such Participant shall forthwith return to the Company (A) all depositary receipts representing the Shares received in settlement or upon the exercise of such void Awards, (B) all cash, or other property that were received in settlement or upon the exercise of such void Awards, and/or (C) any proceeds, gains and/or economic benefits such Participant realized in connection with the sale, transfer or other disposition of the depositary receipts representing the Shares or other property received in settlement or upon the exercise of such void Awards, and the Company shall have the right to take all actions to effect the return from such Participant of all such depositary receipts representing the Shares, cash or other property, and/or proceeds, gains and/or economic benefits, upon the occurrence of any applicable event as may be specified in the applicable Award Agreements, including but not limited to Termination for Cause, or commission of any act that constitutes Cause. For the avoidance of doubt, any Awards clawed back will be regarded as lapsed and the Awards so lapsed will not be regarded as utilized for the purpose of calculating the Plan Limit and the Consultant Sub-limit.
SECTION 11. DURATION ANDAMENDMENTS; SHAREHOLDER APPROVAL.
(a) Term of the Plan. The Plan, as set forth herein, shall be adopted and become effective upon approval by the shareholders of the Company. The Plan shall terminate automatically 10 years after the date when the Board of Directors adopted the Plan. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan. Subject to Subsection (d) below, the Board of Directors may amend, suspend or terminate the Plan at any time and for any reason.
(c) Effect of Amendment or Termination. No Shares shall be issued or sold and no Award shall be granted under the Plan after the termination thereof, except upon exercise or settlement of an Award granted under the Plan prior to such termination. The termination of the Plan, shall not affect any Share previously issued or any Award previously granted under the Plan, unless otherwise agreed by the Company and the affected Participant. Any amendment to this Plan shall be applicable to Awards and the Shares underlying such Awards previously granted, including those granted which remain unvested, unexercised or unsettled, as the case may be, unless otherwise determined by the Company.
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(d) Shareholder Approval. The Plan must be subject to approval of the Company’s shareholders. An amendment to (i) the terms and conditions of the Plan which are of a material nature; (ii) the advantage of the Participants or prospective Participants relating to the matters set out in Rule 17.03 of the HKSE Listing Rules; or (iii) the authority of the Board of Directors to alter the terms of the Plan must be subject to the approval of the Company’s shareholders to the extent required by applicable laws, regulations or rules (including the HKSE Listing Rules). For so long as the Company remains primary listed on the HKSE, such amended terms and conditions of the Plan shall still comply with the relevant requirements of the HKSE Listing Rules. To the extent any grant of Awards to a Participant was approved by the Board of Directors, a committee of the Board, the independent Directors and/or the shareholders (as applicable and as the case may be) in the first place, any change to the terms of such Awards must be approved by the same authority, except any alterations to the Awards that would take effect automatically under the Plan.
SECTION 12. DEFINITIONS.
| (a) | “associate(s)”<br> has the meaning ascribed to it under the HKSE Listing Rules. |
|---|
(b) “Award” means any award granted under the Plan, including as an Option granted pursuant to Section 5 of the Plan or as Restricted Share Units granted pursuant to Section 6 of the Plan.
(c) “Award Agreement” means a Restricted Share Unit Agreement, or Share Option Agreement or such other agreement evidencing an Award under the Plan.
(d) “Administrator” means the Compensation Committee of the Board, or a sub-committee or delegate to whom the Compensation Committee has delegated its powers, provided that (i) any delegation relating to Awards to a Director, chief executive, substantial shareholder of the Company, or any of their respective associates (as defined in the HKSE Listing Rules) must be made to a committee consisting solely of two or more independent Directors of the Company (excluding any independent Director who is the grantee of the Awards), and (ii) any other delegation shall be made in accordance with and subject to the requirements of the HKSE Listing Rules.
(e) “Board of Directors” or “Board” means the Board of Directors of the Company, as constituted from time to time.
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(f) “Cause” means a finding by the Company (or any Subsidiary), acting in good faith and based on its reasonable belief at the time, that a Participant,
(i) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, or other similar acts, or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor;
(ii) has materially violated any applicable law, rules of any exchange on which the Shares are listed or traded;
(iii) has breached his or her fiduciary duty to the Company (or any Subsidiary), or material violation of any written policy of the Company (or any Subsidiary);
(iv) has materially breached any agreement with the Company (or any Subsidiary), including, without limitation, any applicable intellectual property and/or invention assignment, employment, non-competition, confidentiality or other similar agreement (the occurrence of which breach shall be determined in accordance with the governing law and, unless the Company determines otherwise in its sole discretion, the dispute resolution provisions that are set forth in, or are otherwise applicable under, the relevant agreement);
(v) has failed, after written notice and a reasonable opportunity to cure (if curable), to perform his or her material duties as an Employee, Outside Director or Consultant in material respects;
(vi) has made, published, or communicated to the public any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning the Company or any of its subsidiaries, or any of its or their directors, officers, or executives, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Company (or any Subsidiary), or its directors or executives;
(vii) has improperly induced a vendor or customer to break or terminate any contract with the Company (or any Subsidiary); or
(viii) has committed any other act that is materially adverse to the name, reputation or interests of the Company (or any Subsidiary).
(g) “chiefexecutive(s)” has the meaning ascribed to it under the HKSE Listing Rules.
(h) “closeassociate(s)” has the meaning ascribed to it under the HKSE Listing Rules.
(i) “Code” means the Internal Revenue Code of 1986, as amended.
(j) “Company” means WeRide Inc., a Cayman Islands exempted company.
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(k) “Consultant” means a person, excluding Employees and Outside Directors, who is engaged by the Company or a Subsidiary under a service or consultant contract or contract of similar nature, and performs bona fide services for the Company or a Subsidiary as a consultant or advisor on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Company or a Subsidiary and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act, including independent contractors, consultants, agents, advisors, and suppliers engaged to provide services in relation to research and development, engineering or technical contributions, product design or development, commercialization, marketing, innovation, strategic or commercial planning on corporate image and investor relations, as determined by the Administrator in its sole and absolute discretion, but excluding any placing agents or financial advisors providing advisory services for fundraising, mergers or acquisitions, and professional service providers such as auditors or valuers who provide assurance, or are required to perform their services with impartiality and objectivity.
(l) “Date of Grant” means the date of grant specified in the Award Agreement, which date shall be the later of (i) the date on which the Administrator resolved to grant the Award or (ii) the first day of the Participant’s Service, which must be a Nasdaq trading day.
(m) “Disability” means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.
(n) “Employee” means any individual who is a common-law employee of the Company or a Subsidiary, including prospective Employee to whom Awards are granted in connection with written offers of employment relationship with the Company or a Subsidiary.
(o) “Exercise Price” means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Administrator in the applicable Share Option Agreement.
(p) “Fair Market Value” means the fair market value of a Share determined as any of the following:
(i) if the Shares are listed on the HKSE, the Fair Market Value shall be the higher of (A) the closing price of the Shares as stated in the HKSE’s daily quotations sheet on the date of determination, which must be a HKSE trading day; and (B) the average closing price of the Shares as stated in the HKSE’s daily quotations sheets for the five business days immediately preceding the date of determination;
(ii) if depositary receipts representing the Shares are listed on the Nasdaq (the “Nasdaq”), then the Fair Market Value shall be the higher of (A) the closing sales price for such depositary receipts as quoted on the Nasdaq on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any applicable laws, which must be a Nasdaq trading day; and (B) the average closing sales price for such depositary receipts as quoted on the Nasdaq for five trading days immediately preceding the date of determination, and in each case divided by the number of Shares that are represented by such depositary receipts;
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(iii) subject to the prior consent or waiver or agreement of the relevant regulatory authorities, if the Shares are listed on one or more established stock exchanges or traded on one or more automated quotation systems other than the Nasdaq or the HKSE, then the Fair Market Value shall be the higher of (A) the closing sales price for such Shares as quoted on any such exchange or system on which the Shares are listed or traded on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any applicable laws, or, if the date of determination is not a trading date, the closing sales price as quoted on such exchange or system on which the Shares are listed or traded on the trading date immediately preceding the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any applicable laws; and (B) the average closing sales price for such Shares as quoted on any such exchange or system on which the Shares are listed or traded for five trading days immediately preceding the date of determination; or
(iv) in the absence of an established market for the Shares, the Fair Market Value shall be determined in good faith by the Administrator.
| (q) | “HKSE”<br> means The Stock Exchange of Hong Kong Limited. |
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(r) “HKSE Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time.
(s) “ISO” means an Option that qualifies as an incentive stock option as described in Code Section 422(b). Notwithstanding its designation as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as an NSO.
(t) “NSO” means an Option that does not qualify as an incentive stock option as described in Code Section 422(b) or 423(b).
(u) “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.
| (v) | “Optionee”<br> means a person who holds an Option. |
|---|---|
| (w) | “Outside Director” means a member of the Board of Directors who is not an Employee. |
| --- | --- |
| (x) | “Participant”<br> means the holder of an outstanding Award. |
| --- | --- |
| (y) | “Plan”<br> means this WeRide Inc. 2026 Share Plan. |
| --- | --- |
| (z) | “Restricted Share Unit” means the right to receive one Share, as awarded under the Plan. |
| --- | --- |
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(aa) “Restricted Share Unit Agreement” means the agreement between the Company and the recipient of a Restricted Share Unit that contains the terms, conditions and restrictions pertaining to such Restricted Share Unit.
| (bb) | “Securities Act” means the Securities Act of 1933, as amended. |
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(cc) “Service” means service as an Employee, Outside Director or Consultant. In case of any dispute as to whether and when Service has terminated, the Administrator shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.
(dd) “Share” means one class A ordinary share in the capital of the Company with par value of US$0.00001, as adjusted in accordance with Section 9 (if applicable).
(ee) “Share Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.
(ff) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
(gg) “substantial shareholder(s)” has the meaning ascribed to it under the HKSE Listing Rules.
(hh) “treasuryShare” has the meaning ascribed to it under the HKSE Listing Rules.
(ii) “Termination for Cause” means, in the case of a Participant, (i) the termination of the Participant’s Service for Cause; or (ii) the Participant’s termination of Services for reasons other than Cause if the Administrator determines at any time that, before or after the Participant’s termination of Service, the Company or the relevant Subsidiary had Cause to terminate such Participant’s Service.
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