Proposal to Amend Articles
Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced
that it will hold its annual general meeting of shareholders
(“AGM”) at Shangri-la Singapore, 22 Orange Grove Road, Singapore
258350 at 10:30 a.m., Singapore time, on February 14, 2022.
The Company proposes to amend and restate its currently
effective memorandum and articles of association (the “Current
Articles”) to increase the voting power of each Class B ordinary
share from three (3) votes to fifteen (15) votes on all matters
subject to vote at general meetings of the Company and to reflect
other relevant changes. The proposal will be submitted to the AGM
for shareholders to approve as a special resolution (the “Special
Resolution”). A copy of the proposed new amended and restated
memorandum and articles of association (the “New Articles”) will be
filed by the Company with the U.S. Securities and Exchange
Commission on January 3, 2022, New York time, on Form 6-K.
Each of Tencent Holdings Ltd. and its affiliates (“Tencent”) has
submitted to the Company its irrevocable notice that it will
convert all the Class B ordinary shares held or beneficially owned
by it to Class A ordinary shares, in accordance with the terms of
the New Articles, subject to and effective immediately upon the
Special Resolution being approved by the shareholders at the AGM
and the substitution of the Current Articles with the New Articles.
Upon effectiveness of such conversion by Tencent, all outstanding
Class B ordinary shares will be beneficially owned by Forrest Li,
the Company’s founder, Chairman and CEO. Tencent has also agreed
with Mr. Li to terminate its proxy (the “Proxy”) with Mr. Li, dated
September 1, 2017, subject to and immediately effective upon
Tencent’s conversion of its Class B ordinary shares as described
above. The Proxy mainly provides for the proxy to Mr. Li of the
voting power of up to all Class B ordinary shares held by Tencent
under the terms and conditions contained in the Proxy. In relation
to such termination, the New Articles will also no longer contain a
requirement that the Class B ordinary shares beneficially owned by
Mr. Li shall be subject to automatic conversion upon termination of
the Proxy.
As of the date of this press release, all of the outstanding
Class B ordinary shares collectively represent approximately 52% of
the total voting power of the Company’s ordinary shares, and Mr. Li
holds approximately 54% of the total voting power with respect to
the size and composition of the Board of Directors of the Company
(the “Board”). Upon effectiveness of all of the above-mentioned
changes, the remaining outstanding Class B ordinary shares, which
will be beneficially owned by Mr. Li, are expected to represent
approximately 57% of the total voting power, and Tencent’s voting
power in the Company is expected to be less than 10%, in each case
based on the current outstanding share capital of the Company.
The Board believes that, as Sea has scaled significantly to
become a leading global consumer internet company, it is in the
best interests of the Company in pursuing its long-term growth
strategies to further clarify its capital structure through the
contemplated changes outlined above.
THE BOARD RECOMMENDS A VOTE “FOR” THE SPECIAL RESOLUTION THAT
THE CURRENT ARTICLES BE AMENDED AND RESTATED BY THEIR DELETION IN
THEIR ENTIRETY AND THE SUBSTITUTION IN THEIR PLACE OF THE NEW
ARTICLES.
The notice of the annual general meeting sets forth details of
the Special Resolution and other information regarding the AGM.
To be approved, the Special Resolution must be passed by at
least 75% of the total number of votes cast by such shareholders
as, being entitled to do so, vote in person or by proxy at the
AGM.
Both Mr. Li and Tencent, as shareholders of all currently
outstanding Class B ordinary shares, have provided their consents
to the Special Resolution in accordance with the terms of the
Current Articles.
Investors and shareholders are urged to read carefully and in
their entirety the materials filed with or furnished to the U.S.
Securities and Exchange Commission by the Company, as they contain
important information about the Company, the Special Resolution and
related matters.
The Board has fixed the close of business on January 14, 2022,
New York time, as the record date (the “Record Date”) for
determining the shareholders entitled to receive notice of, and
vote at, the AGM or any adjournment or postponement thereof.
Holders of record of the Company’s Class A ordinary shares or Class
B ordinary shares as of the close of business on the Record Date
are entitled to attend and vote at the AGM and any adjournment or
postponement thereof in person.
Owners and holders of American Depositary Shares (“ADSs”), each
representing one Class A ordinary share of the Company, on the
Record Date are welcome to attend the AGM in person with valid
proof of identification and ADS ownership as of the close of
business on the Record Date. However, the owners and holders of
ADSs (including those who plan to attend the AGM in person pursuant
to the above) who wish to exercise their voting rights for the
underlying Class A ordinary shares must exercise such voting rights
through The Bank of New York Mellon, the depositary of the ADSs,
and cannot vote their ADSs, or the Class A ordinary shares
underlying their ADSs, at the AGM directly.
In order to comply with the relevant laws and regulations
relating to COVID-19 and to safeguard the health and safety of all
attendees, the Company will implement certain precautionary
measures at the AGM. Shareholders and owners and holders of the
Company’s ADSs planning to attend the AGM in person are required to
contact the Company via email at ir@sea.com by February 7, 2022,
Singapore time, to indicate their interest. Those who hold ADSs
indirectly through a brokerage firm, bank or other financial
institution and wish to attend the AGM in person should contact
their brokerage firm, bank or other financial institution for a
letter or brokerage statement confirming their ADS ownership as of
the close of business on the Record Date. Due to the safe
distancing requirements currently imposed by the government of
Singapore, the number of attendees of the AGM will be limited and
only those who have received an email confirmation from the Company
by February 11, 2022, Singapore time, should attend. In addition,
any person attending the AGM in person must follow the entry
policies and procedures imposed by the AGM venue as well as by the
Company, including health and travel declaration and temperature
check. Any person attending the AGM must be healthy and in an
appropriate physical condition to attend the AGM both at the point
of entry to the AGM and throughout the proceedings of the AGM. The
Company reserves the right to refuse any person’s entry to the AGM
venue, or to instruct any person to leave the AGM venue, where any
such person is not, in the reasonable view of the Company, in such
condition at all relevant times, or where the Company reasonably
considers that such refusal or instruction is or may be required
for the Company or any other person to be able to comply with
applicable laws and regulations. The exercise of such right to
refuse entry or instruct to leave shall not invalidate the
proceedings at the AGM. Due to the constantly evolving COVID-19
situation, the Company may be required to change its arrangements
for the AGM at short notice in order to implement the requisite
safe distancing measures that may be in effect at the time of the
AGM. In case of any such change, the Company will provide an update
as soon as possible and will post updates on the Company’s website
at https://www.sea.com/investor/home.
The notice of the annual general meeting and the proposed New
Articles are available on the Investor Relations section of the
Company’s website at https://www.sea.com/investor/home. Sea has
filed its annual report on Form 20-F, including its audited
financial statements for the fiscal year ended December 31, 2020,
with the U.S. Securities and Exchange Commission. Sea’s Form 20-F
can be accessed on the above-mentioned Company website, as well as
on the SEC’s website at www.sec.gov. Shareholders and owners and
holders of the Company’s ADSs may request a hard copy of the
Company’s annual report on Form 20-F, free of charge, by contacting
the Company at 1 Fusionopolis Place, #17-10, Galaxis, Singapore
138522.
About Sea Limited
Sea Limited (NYSE: SE) is a leading global consumer internet
company founded in Singapore in 2009. Our mission is to better the
lives of consumers and small businesses with technology. We operate
three core businesses across digital entertainment, e-commerce, as
well as digital payments and financial services, known as Garena,
Shopee and SeaMoney, respectively. Garena is a leading global
online games developer and publisher. Shopee is the largest
pan-regional e-commerce platform in Southeast Asia and Taiwan.
SeaMoney is a leading digital payments and financial services
provider in Southeast Asia.
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For enquiries:
Investors / analysts: ir@sea.com Media: Martin Reidy,
media@sea.com
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