SHANGHAI, Nov. 19,
2024 /PRNewswire/ -- The9 Limited (Nasdaq: NCTY) (the
"Company"), an established Internet company, today announced that
it has called an extraordinary general meeting (the "AGM") of
shareholders and has approved the issuance of Class B ordinary
shares to its chairman of the Board of Directors and chief
executive officer Mr. Jun Zhu.
AGM
The AGM will be held at the BNY Mellon Office, Room No. 4, 26/F
Three Pacific Place, 1 Queen's Road East, Hong Kong on December
27, 2024 at 2:00 p.m.,
Hong Kong time to consider and
vote on the following proposals (the "Proposals") as further
detailed in the notice of the AGM (the "Notice"):
1. "THAT:
Mr. Davin Alexander
Mackenzie, whose term of office shall expire on the date of
this Annual General Meeting, be re-elected and appointed as a Class
II Director of the Company, effective from the closing of this
Annual General Meeting, to serve for a three (3) year term ending
at the 2027 Annual General Meeting or until his successor is duly
elected and qualified."
"THAT:
Mr. Chau Kwok
Keung, whose term of office shall expire on the date of this
Annual General Meeting, be re-elected and appointed as a Class II
Director of the Company, effective from the closing of this Annual
General Meeting, to serve for a three (3) year term ending at the
2027 Annual General Meeting or until his successor is duly elected
and qualified."
"THAT:
Mr. Ka Keung
Yeung, whose term of office shall expire on the date of this
Annual General Meeting, be re-elected and appointed as a Class II
Director of the Company, effective from the closing of this Annual
General Meeting, to serve for a three (3) year term ending at the
2027 Annual General Meeting or until his successor is duly elected
and qualified."
"THAT:
Mr. George Lai
(Lai Kwok Ho), whose term of office
shall expire on the date of this Annual General Meeting, be
re-elected and appointed as a Class III Director of the Company,
effective from the closing of this Annual General Meeting, to serve
for a three (3) year term ending at the 2027 Annual General Meeting
or until his successor is duly elected and qualified."
Directors' biography is set forth on page 126 of
the 2023 Annual Report on Form 20-F available at
http://www.the9.com/.
2. "THAT the authorized share capital of the
Company shall be increased and amended to US$500,000,000 divided into
(i) 43,000,000,000 Class A ordinary shares of a par value of
US$0.01 each ("Class A Ordinary
Shares"), (ii) 6,000,000,000 Class B ordinary shares of a
par value of US$0.01 each ("Class
B Ordinary Shares") and (iii) 1,000,000,000 shares of a
par value of US$0.01 each of such
class or classes as the Board may determine in accordance with the
Amended M&AA (as defined below), in each case having rights,
preferences, privileges and restrictions set forth in the Amended
M&AA, through the following variation and amendment:
by the creation of an additional 45,000,000,000
shares of a par value of U$0.01 each, consisting of (i)
38,700,000,000 Class A Ordinary Shares, (ii) 5,400,000,000 Class B
Ordinary Shares, and (iii) 900,000,000 shares of a par value of
US$0.01 each of such class or classes
as the Board may determine in accordance with the Amended
M&AA.
3. "THAT the Company's Third Amended and
Restated Memorandum and Articles of Association (the "Current
M&AA") be amended and restated by their deletion in their
entirety and by the substitution in their place of the Fourth
Amended and Restated Memorandum and Articles of Association in the
form as attached as Exhibit A to the Notice (the "Amended
M&AA"). The material amendments of the Amended M&AA to
the Current M&AA are set forth as the Exhibit B to the
Notice.
The detailed Proposals and additional information regarding the
AGM can be found in the Notice and the form of proxy for the AGM.
The Notice and form of proxy for the AGM are available on the
Company's website at https://www.the9.com/newsroom, and will also
be furnished to the Securities and Exchange Commission on Form 6-K
on or about November 20, 2024. In
addition, the Company's proxy materials (including the final proxy
statement) will be mailed to shareholders and ADS holders.
The Board of Directors of the Company recommends that the
Company's shareholders and ADS holders vote FOR the
Proposals.
The Board of Directors of the Company has fixed the close of
business on November 25, 2024 as the
record date (the "Record Date") for determining the shareholders
entitled to receive the Notice or any adjournment or postponement
thereof. Holders of record of ordinary shares of the Company at the
close of business on the Record Date are entitled to notice of, to
attend and vote at, the AGM or any adjournment or postponement
thereof. Holders of the Company's American depositary shares
("ADSs") who wish to exercise their voting rights for the
underlying ordinary shares must act through the depositary of the
Company's ADS program, The Bank of New York Mellon.
Issuance of Class B Ordinary Shares
The Board of Directors of the Company has approved the issuance
of 50,000,000 Class B ordinary shares to its chairman of the Board
of Directors and chief executive officer Mr. Jun Zhu, in light of the Company's expected
revival of its online gaming business and its business expansion
strategies of investing into, and creating joint ventures with,
various companies in the artificial intelligence and online gaming
industries potentially through share-based payments, which may lead
to a substantial increase in the total issued and outstanding
ordinary shares of the Company. The Board of Directors approved
this issuance of Class B ordinary shares to ensure continuous
control over the Company by its current management and retain long
standing professional expertise and resources of Mr. Zhu in the
online gaming industry.
Safe Harbor Statement
This current report contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the
United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology
such as "will," "expects," "anticipates," "future," "intends,"
"plans," "believes," "estimates," "potentially," "expected," and
similar statements. Such statements are based upon management's
current expectations and current market and operating conditions
and relate to events that involve known or unknown risks,
uncertainties and other factors, all of which are difficult to
predict and many of which are beyond The9's control. The9 may also
make written or oral forward-looking statements in its periodic
reports to the U.S. Securities and Exchange Commission ("SEC"), in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including statements about The9's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: The9's goal and strategies; The9's
expansion plans; The9's future business development, financial
condition and results of operations; The9's expectations regarding
demand for, and market acceptance of, its products and services;
The9's expectations regarding keeping and strengthening its
relationships with business partners it collaborates with; general
economic and business conditions; and assumptions underlying or
related to any of the foregoing. Further information regarding
these and other risks is included in The9's filings with the SEC.
All information provided in this current report is as of the date
hereof, and The9 does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About The9 Limited
The9 Limited (The9) is an Internet company based in China listed on Nasdaq in 2004. The9 has aimed
to become a diversified high-tech Internet company.
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SOURCE The9 Limited