NetEase Cloud Music Inc. (“NetEase Music”, 09899) approved its Twelfth Amended and Restated Memorandum and Articles of Association (“M&A”) by special resolution on 23 June 2026. The revised constitutional documents, registered in the Cayman Islands, update the company’s corporate governance framework, capital structure and shareholder rights. Key information is summarised as follows:
• Authorised Share Capital – The company confirmed total authorised capital of US$0.10 million, divided into 1.00 billion ordinary shares with a par value of US$0.0001 each.
• Company Status – NetEase Music continues as a Cayman Islands company limited by shares, with unrestricted corporate objects and limited liability for shareholders to any unpaid amount on their shares.
• Share Issuance & Redemption – The Board retains broad authority to issue shares with preferred, deferred or other special rights, and may arrange share redemptions or repurchases, subject to Cayman law and Hong Kong Listing Rules. Bearer shares remain prohibited.
• Shareholder Meetings – An annual general meeting must be held within six months of each financial year-end. One or more members holding at least one-third of issued shares constitute a quorum. Meetings may be conducted physically, virtually or in hybrid form.
• Board Composition – The company must maintain at least two directors. A shareholder holding more than 50% of issued shares is entitled, but not obliged, to nominate a majority of directors. Directors serve three-year rotation terms, with re-election at annual general meetings.
• Dividend Policy – Dividends may be declared by shareholders, not exceeding the Board’s recommendation, and may be distributed in cash, scrip or assets. Interim and special dividends can be set by the Board when justified by profits.
• Continuation, Merger & Consolidation – With shareholder approval by special resolution, NetEase Music may: – transfer by way of continuation to another jurisdiction; – merge or consolidate with one or more companies; or – alter the M&A in whole or in part.
• Registered Office – Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The adoption of the new M&A aligns the corporate charter with current regulatory standards, clarifies shareholder protections and provides the Board with greater operational flexibility.
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