Kuaishou Technology (Kuaishou) has adopted its Fourteenth Amended and Restated Memorandum and Articles of Association, approved by special resolution on 25 June 2026. The key provisions are summarised below.
Share Capital & Voting Structure • Authorised capital is fixed at US$50,000, divided into 766.24 million Class A ordinary shares and 8.67 billion Class B ordinary shares, each with a par value of US$0.0000053. • Class A shares carry 10 votes per share; Class B shares carry 1 vote. All resolutions are voted on a “one share, one vote” basis only when they relate to amendments of the charter, appointment or removal of independent non-executive directors or auditors, or a voluntary liquidation. • No further Class A shares may be issued except: – pro-rata offers to all shareholders, – scrip dividends, or – share subdivisions/capital reorganisations. • Class A shares automatically convert to Class B on the death, departure, incapacity or disqualification of the relevant director (or if beneficial ownership or voting control is transferred). Each Class A share is convertible into one Class B share at the holder’s election at any time.
Capital Management • The company may purchase its own shares or warrants, finance such purchases, and hold fractional entitlements as permitted by Cayman Islands law and Hong Kong Listing Rules. • The board can issue shares with preferred, deferred or other special rights, and may create or cancel shares by ordinary resolution.
Board Composition & Committees • The board must consist of at least two directors and include the number of independent non-executive directors required by the Hong Kong Listing Rules. • Mandatory committees: – Nomination Committee (majority independent; chaired by an INED) – responsible for board composition, director selection, independence assessments and succession planning. – Corporate Governance Committee (all INEDs) – oversees compliance with weighted voting right (WVR) safeguards, ESG oversight, conflict-of-interest management and communication with shareholders. • The company will appoint a Compliance Adviser on a permanent basis and consult it on regulatory announcements, potential notifiable or connected transactions, use-of-proceeds deviations and matters related to the WVR structure.
Shareholder Meetings & Communication • Annual general meetings must be held within six months after each financial year-end. • General meetings can be held physically, virtually or in hybrid form, and resolutions are decided by poll unless the matter is purely procedural. • All corporate communications, including financial reports and circulars, will carry the statement “A company controlled through weighted voting rights” as required by the Hong Kong Stock Exchange.
Investor Protection Measures • A 10 % minimum voting-power floor for Class B shareholders must be maintained. • Key governance changes—such as altering board size, voting thresholds, or the matters on which WVRs do not apply—require approval from at least 75 % in nominal value of Class A shares in issue. • The charter embeds detailed procedures for dividend distribution, capitalisation of reserves, share forfeiture and treatment of untraceable members.
The revised charter becomes effective immediately upon adoption, aligning Kuaishou’s constitutional documents with current regulatory requirements while maintaining its WVR capital structure and expanding governance safeguards.