Ucommune International Ltd
For the period ended Aug 11, 2025. Filed Aug 11, 2025.
View on SEC.govAbout this filing
What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.
Aug 11, 2025 · Filed Aug 11, 2025
Use the contents to explore the available documents and sections.
UK$1.61-0.6%Stored close · as of Nov 6, 2026
Contents
EX-99.2 · INTERPRETATION
INTERPRETATION
| 1. | In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: |
| “ADS” | means an American Depositary Share representing the Company’s Class A Ordinary Shares; |
|---|---|
| “Affiliate” | means, with respect to any specified Person, any other Person who directly or indirectly Controls, is Controlled by, or is under common Control with such specified Person, provided. With respect to any Person who is a natural Person, such Person’s Affiliates shall also include his or her Immediate Family Members and their respective Affiliates; |
| “Articles” | means these articles of association of the Company, as amended and altered from time to time by Special Resolutions; |
| “Audit Committee” | means the audit committee of the Company formed by the Board pursuant to Article 141 hereof, or any successor audit committee. |
| “Auditor” | means the person for the time being performing the duties of auditor of the Company (if any); |
| “Board” and “Board of Directors” | means the board of directors of the Company; |
| “Business Day” | means any day other than a Saturday, Sunday or other day on which commercial banking institutions in Hong Kong, New York, the Cayman Islands or the PRC are authorized or required by Law or executive order to close; |
|---|---|
| “Chairman” | means the chairman of the Board of Directors; |
| “Class” or “Classes” | means any class or classes of Shares as may from time to time be issued by the Company; |
| “Class A Ordinary Share” | a class A ordinary share of par value US$0.024 each in the share capital of the Company having the rights set out in these Articles; |
| “Class B Ordinary Share” | a class B ordinary share of par value US$0.024 each in the share capital of the Company having the rights set out in these Articles; |
| “Commission” | means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| “Company” | means Ucommune International Ltd, a Cayman Islands exempted company; |
| “Company’s Website” | means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company in connection or which has otherwise been notified to Members; |
| “Control” | means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; the terms “Controlled by” and “under common Control with” shall have correlative meanings; |
| “Designated Stock Exchange” | means the stock exchange in the United States on which any Shares or ADSs are listed for trading; |
| “Designated Stock Exchange Rules” | means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange; |
|---|---|
| “Directors” | means the directors for the time being of the Company; |
| “Electronic Transactions Act” | means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| “Government Authority” | means any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization or national or international stock exchange on which the securities of the applicable Party or its Affiliates are listed; |
| “Immediate Family Members” | means, with respect to any natural Person, (a) such Person’s spouse, parents, parents-in-law, grandparents, children, grandchildren, siblings and siblings-in-law (in each case whether adoptive or biological), (b) spouses of such Person’s children, grandchildren and siblings (in each case whether adoptive or biological), and (c) estates, trusts, partnerships and other Persons which directly or indirectly through one or more intermediaries are Controlled by the foregoing; |
| “Law” | means any federal, state, territorial, foreign or local law, common law, statute, ordinance, rule, regulation, code, measure, notice, circular, opinion or order of any Government Authority, including any rules promulgated by a stock exchange or regulatory body; |
| “Lien” | means any encumbrance, right, interest or restriction, including any mortgage, judgment lien, materialman’s lien, mechanic’s lien, other lien (statutory or otherwise), charge, security interest, pledge, hypothecation, encroachment, easement, title defect, title retention agreement, voting trust agreement, right of pre-emption, right of first refusal, claim, option, limitation, forfeiture, penalty, equity, adverse interest or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing; |
|---|---|
| “Management Directors” | means the three (3) Directors, Zhuangkun He, Cheong Kwok Mun and Zhi Mo Zhao and replacements of such Directors appointed pursuant to these Articles; |
| “Member” | has the same meaning as in the Statute; |
| “Memorandum” | means the memorandum of association of the Company or as amended and altered from time to time by Special Resolutions; |
| “Ordinary Resolution” | means a resolution passed by a simple majority of the votes cast by the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by these Articles; |
| “Ordinary Shares” | means the Class A Ordinary Shares and the Class B Ordinary Shares, collectively; |
| “Person” | means any individual or any partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity; |
| “PRC” | means the People’s Republic of China, excluding, for purposes of these Articles, Hong Kong, Macau and Taiwan); |
| “Register of Members” | means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members; |
|---|---|
| “Registered Office” | means the registered office for the time being of the Company; |
| “Seal” | means the common seal of the Company and includes every duplicate seal; |
| “Securities Act” | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
| “Secretary” | means any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary; |
| “Share” and “Shares” | means a share in the capital of the Company, and includes an Ordinary Share. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require; |
| “Share Premium Account” | means the share premium account established in accordance with these Articles and the Statute; |
| “Special Resolution” | has the same meaning as in the Statute, and includes a unanimous written resolution; |
| “Statute” | means the Companies Act (As Revised) of the Cayman Islands, as amended; |
| “US$” | means the lawful money of the United States of America; and |
| “United States” | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. |
| 2. | In these Articles: |
| 2.1. | words importing the singular number include the plural number and vice versa; |
| 2.2. | words importing the masculine gender include the feminine gender; |
| 2.3. | words importing persons include corporations; |
| 2.4. | references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time; |
| 2.5. | the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; |
| 2.6. | when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to these Articles, the date that is the reference date in calculating such period shall be excluded; |
| 2.7. | “fully-diluted” or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and outstanding Convertible Securities and all Shares reserved for issuance under the ESOP as issued and outstanding; |
| 2.8. | references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant party, consistent in all material respects (including nature and scope) with the prior practice of such party; |
| 2.9. | references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and nontransitory form including emails and faxes, provided the sender complies with the provision of Article 167; |
| 2.10. | if any payment hereunder would have been, but for this Article, due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date; |
| 2.11. | headings are inserted for reference only and shall be ignored in construing these Articles; and |
| 2.12. | Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.