Autohome Inc. adopted its Eighth Amended and Restated Memorandum and Articles of Association on 23 June 2026, resetting key corporate parameters and governance processes.
Key capital provisions • Authorised share capital is set at US$1.00 billion, divided into 400.00 billion ordinary shares with a par value of US$0.0025 each. • The Board is empowered to create further classes or series of preferred shares and determine their rights, including dividend, conversion, redemption and voting features. • The company may redeem or repurchase ordinary shares—both those represented by ADSs and those held directly—provided it remains able to meet debts as they fall due.
Governance highlights • Minimum board size is two directors; no maximum is stipulated, although any increase requires board approval. • Shareholders may act only through duly convened general meetings; written resolutions are expressly disallowed. • An Audit Committee, compliant with New York Stock Exchange and U.S. SEC requirements, is mandatory for related-party oversight and quarterly meetings. • Directors gain broad indemnification rights, and the Board may present petitions for winding-up or redomiciling the company outside the Cayman Islands.
Shareholder rights and meetings • One ordinary share equals one vote, with a 10 % quorum threshold at general meetings. • Shareholders holding at least 10 % of voting rights can requisition extraordinary general meetings or propose agenda items. • Virtual, hybrid or purely physical shareholder meetings are permitted, with clear procedures for electronic participation and voting.
Capital management tools • The Board may pay dividends from realised or unrealised profits, share premium or other distributable reserves, and can offer scrip alternatives. • Authorities are granted to capitalise reserves, establish subscription-rights reserves to manage below-par warrant exercises, and vary share rights subject to special-resolution approval. • Borrowing powers allow the Board to raise funds, issue debentures, and charge company assets.
Other structural elements • Autohome’s financial year ends on 31 December. • The company’s registered office remains at Ugland House, Grand Cayman. • No bearer shares are permitted, and the company may not conduct business within the Cayman Islands without the appropriate licences.
The revised charter consolidates Autohome’s corporate authorisations, modernises electronic meeting provisions and formalises capital flexibility mechanisms ahead of future strategic initiatives.