Ucommune International Announces Key Shareholder Meeting for Governance Changes and Amends Memorandum and Articles of Association.

Ucommune International announced an extraordinary general meeting of shareholders on September 8, 2025, in Beijing. The meeting aims to discuss significant changes, including increasing the voting power of Class B ordinary shares and amending the conversion rights of these shares. These changes are part of the adoption of the third Amended and Restated Memorandum and Articles of Association, which could impact the company's governance structure and shareholder rights.

Ucommune International Ltd (NASDAQ: UK) has scheduled an extraordinary general meeting of shareholders for September 8, 2025, in Beijing. The meeting aims to address several significant changes to the company's share structure and voting rights. These changes include increasing the voting power of Class B ordinary shares, modifying share conversion rights, and adopting the third Amended and Restated Memorandum and Articles of Association. The record date for shareholder participation is set for August 11, 2025 [1].

The primary proposals at the meeting are:

1. Increasing Voting Power of Class B Shares: The voting power of Class B ordinary shares will be increased from 55 to 170 votes per share. This tripling of voting influence will significantly concentrate control among Class B shareholders, potentially diluting the influence of Class A shareholders [1].

2. Amending Share Conversion Rights: The company proposes to eliminate the automatic conversion of Class B shares when transferred to non-affiliates. This change means that Class B voting power could be maintained indefinitely, even as ownership changes hands to parties unrelated to the original controlling shareholders [1].

3. Adopting the Third Amended and Restated Memorandum and Articles of Association: This proposal will take effect immediately after the voting power changes and the conversion rights amendment. The new Memorandum and Articles will reflect the company's updated governance structure [2].

These changes represent a significant departure from typical corporate governance practices. The tripling of voting power and the elimination of conversion protections indicate an effort to entrench control among Class B shareholders. Dual-class share structures are common in tech companies, but these modifications push beyond typical implementations, weakening minority shareholder protections [1].

Investors should carefully consider these changes, as they could impact voting rights and the company's long-term governance structure. Ucommune International has a history of innovation and growth in the agile office space market, but these governance changes may have implications for minority shareholders and the company's future trajectory [2].

References:
[1] https://www.stocktitan.net/news/UK/ucommune-announces-extraordinary-general-r05k2lcg9xcl.html
[2] https://www.marketscreener.com/news/ucommune-announces-extraordinary-general-meeting-ce7c5ed3d981fe21