Nio shareholders will consider and adopt resolutions including the reappointment of PricewaterhouseCoopers as its auditor and "蔚來集團" as the dual foreign name.
Nio announced today that it will hold its annual general meeting of shareholders on August 25 at 10:30 am Beijing time at its global headquarters in Shanghai.
Shareholders will consider and adopt resolutions including the reappointment of PricewaterhouseCoopers as its auditor and "蔚來集團" as the dual foreign name.
The following is the full text of the resolutions to be considered, as announced by the company.
1. as an ordinary resolution, THAT the authorised but unissued 132,030,222 Class B ordinary shares of a par value of US$0.00025 each (the “Class B Ordinary Shares”) of the Company be redesignated as 132,030,222 Class A ordinary shares of a par value of US$0.00025 each (the “Class A Ordinary Shares”) of the Company, such that the authorised share capital of the Company is US$1,000,000 divided into 4,000,000,000 shares comprising of
(i) 2,632,030,222 Class A Ordinary Shares,
(ii) 148,500,000 Class C ordinary shares of a par value of US$0.00025 each (the “Class C Ordinary Shares,” together with the Class A Ordinary Shares, the “Shares”),
and (iii) 1,219,469,778 shares of a par value of US$0.00025 each of such class or classes (however designated) as the board of directors may determine in accordance with Article 9 of the articles of association of the Company (the “Change of Authorised Share Capital Resolution”);
2. as an ordinary resolution, to re-appoint PricewaterhouseCoopers as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending December 31, 2022 (the “Auditor Reappointment Resolution”);
3. as a special resolution, THAT subject to the passing of this resolution at each of the class meeting of holders of Class C Ordinary Shares (the “Class C Meeting”) and the class meeting of holders of the Class A Ordinary Shares (the “Class A Meeting”) convened on the same date and at the same place as the AGM, the Company's Twelfth Amended and Restated Memorandum of Association and Articles of Association in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Thirteenth Amended and Restated Memorandum and Articles of Association annexed to this notice, as more particularly disclosed on pages 141 to 152 of the Company's Hong Kong listing document dated February 28, 2022 (the “Listing Document”), by incorporating the following requirements under the Hong Kong Listing Rules: paragraph 15 of Appendix 3 and Rules 8A.09, 8A.13 to 8A.19, 8A.21 to 8A.24 (the “Class-based Resolution”);
4. as a special resolution, THAT the Company's Twelfth Amended and Restated Memorandum of Association and Articles of Association in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Thirteenth Amended and Restated Memorandum and Articles of Association annexed to this notice, as more particularly disclosed on pages 141 to 152 of the Listing Document, by (a) incorporating the following requirements under the Hong Kong Listing Rules: (i) paragraphs 14(1), 14(2), 14(4), 17 and 20 of Appendix 3, and (ii) Rules 8A.07, 8A.26 to 8A.35 and 8A.37 to 8A.41, (b) incorporating a requirement that where a general meeting is postponed by the directors, such meeting shall be postponed to a specific date, time and place, (c) removing the shareholding structure of Class B Ordinary Shares and provisions related to Class B Ordinary Shares, and (d) to provide flexibility to the Company in relation to the conduct of general meetings (the “Non-class-based Resolution”);
5. as a special resolution, THAT 蔚來集團 be adopted as the dual foreign name of the Company (the “Resolution for Adopting Dual Foreign Name”).
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