NetEase, Inc. (NTES-S, stock code: 09999) has adopted a Third Amended and Restated Memorandum and Articles of Association by special resolution dated 23 June 2026, effecting the following material changes:
• Enlarged authorised share capital: The company’s authorised share capital is now US$100.03 million, divided into 1,000.30 billion ordinary shares with a par value of US$0.0001 each.
• Expanded corporate objects: NetEase’s corporate objects are now expressly “unrestricted,” providing broad authority to engage in any business not prohibited by Cayman Islands law.
• Enhanced capital management flexibility: – The board may issue shares in multiple classes with preferred, deferred or other special rights, including fractional shares and redeemable shares. – The company may purchase or redeem its own shares, hold treasury shares and cancel or re-issue them at the board’s discretion.
• Modernised meeting provisions: – Annual general meetings must be held within six months after each financial year-end; other shareholder meetings may be convened physically, virtually or in hybrid form using approved communication facilities. – A quorum for general meetings is set at shareholders representing at least one-third of total voting rights present. – Shareholders holding at least 10% of voting rights can requisition an extraordinary general meeting.
• Board size and composition: – The board is capped at 10 directors, with a requirement to include at least the number of independent directors mandated by applicable Nasdaq and Hong Kong Stock Exchange rules. – Directors may participate via video or teleconference and may appoint alternates or proxies.
• Shareholder protections and procedures: – Clear guidelines are provided for transfer restrictions, lien enforcement, forfeiture, and untraceable shareholder provisions. – Dividend distributions may be declared from profits, share premium or other permitted sources; unclaimed dividends outstanding for six years revert to the company.
• Indemnification: Directors, officers and trustees are indemnified against liabilities incurred in the execution of their duties, except in cases of wilful neglect or default.
• Continuation and restructuring flexibility: The company may migrate its place of incorporation, merge or consolidate with other entities, and alter its capital or Articles by special resolution.
These amendments strengthen governance, enhance capital structure flexibility and align NetEase’s constitutional documents with current Cayman Islands law and dual-listing requirements on Nasdaq and the Hong Kong Stock Exchange.
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