{"url_path":"/sec/krkr/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ****ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1779476/0001104659-26-063497-index.html","accession_number":"0001104659-26-063497","cik":"0001779476","ticker":"KRKR","issuer_name":"36Kr Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1779476/0001104659-26-063497-index.html","primary_entity_key":"0001779476","primary_entity_name":"36Kr Holdings Inc."},"word_count":2804,"has_tables":true,"body_markdown":"**ITEM\n10.****ADDITIONAL INFORMATION**\n\n \n\n**10.B.****Memorandum and Articles of Association**\n\n \n\nWe are a Cayman Islands exempted\ncompany and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and Companies\nAct of the Cayman Islands, which we refer to as the “Companies Act” below, and the common law of the Cayman Islands.\n\n \n\nWe\nincorporate by reference into this annual report our fourth amended and restated memorandum and articles of association, the form of\nwhich was filed as [Exhibit 3.1](https://www.sec.gov/Archives/edgar/data/1779476/000110465926063382/tm2614934d1_ex3-1.htm)\nto the Form 6-K/A (File Number 001-39117), filed with the SEC on May 19, 2026. Shareholders of the Company adopted our fourth amended\nand restated memorandum and articles of association at the EGM on September 8, 2025, which became effective immediately.\n\n \n\nThe\nfollowing are summaries of material provisions of our fourth amended and restated memorandum and articles of association and the\nCompanies Act insofar as they relate to the material terms of our ordinary shares.\n\n \n\n**Registered Office and Objects**\n\n \n\nOur registered office in\nthe Cayman Islands is located at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.\n\n \n\nAccording to Clause 3 of\nour fourth amended and restated memorandum and articles of association, the objects for which we are established are unrestricted and\nwe have full power and authority to carry out any object not prohibited by the Companies Act or as the same may be revised from time to\ntime, or any other law of the Cayman Islands.\n\n \n\n**Board of Directors**\n\n \n\nSee “Item 6. Directors,\nSenior Management and Employees.”\n\n \n\n**Ordinary Shares**\n\n \n\n**General.**\nOur ordinary shares are divided into Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Holders\nof our Class A ordinary shares, Class B ordinary shares and Class C ordinary will have the same rights except for voting\nand conversion rights. All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued\nin registered form and are issued when registered in our register of shareholders. We may not issue share to bearer. Our shareholders\nwho are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.\n\n \n\n**Conversion.**\nClass B ordinary shares and Class C ordinary shares may be converted into the same number of Class A ordinary shares by\nthe holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares or Class C\nordinary shares under any circumstances. Furthermore, Class B ordinary shares are not convertible into Class C ordinary shares,\nand Class C ordinary shares are not convertible into Class B ordinary shares. Upon any sale, transfer, assignment or disposition\nof Class B or Class C ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder,\nor upon a change of beneficial ownership of any Class B or Class C ordinary shares as a result of which any person who is not\nan affiliate of the holder becomes a beneficial owner of such Class B or Class C ordinary shares, such Class B or Class C\nordinary shares shall be automatically and immediately converted into an equal number of Class A ordinary shares.\n\n \n\n**Dividends.**\nThe holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors, subject to our fourth\namended and restated memorandum and articles of association and the Companies Act. In addition, our shareholders may by ordinary resolution\ndeclare a dividend, but no dividend may exceed the amount recommended by our directors. Our fourth amended and restated articles of association\nprovide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits\nwhich our board of directors determine is no longer needed. Dividends may also be declared and paid out of profits or share premium account.\nNo dividend may be declared and paid unless our directors determine that, immediately after the payment, we will be able to pay our debts\nas they become due in the ordinary course of business and we have funds lawfully available for such purpose.\n\n \n\n**Voting\nRights.** In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to\none vote for the holder of each Class A ordinary share registered in his or her name on our register of members, each Class B\nordinary share is entitled to 25 votes for the holder of each Class B ordinary share registered in his or her name on our register\nof members and each Class C ordinary share is entitled to 100 votes for the holder of each Class C ordinary share registered\nin his or her name on our register of members. A resolution put to the vote of the general meeting shall be decided on the vote of the\nrequisite majority pursuant to a poll of the shareholders.\n\n \n\n \n\n \n\n \n\nA quorum required for a meeting\nof shareholders consists of shareholders holding shares which carry a majority of the votes attaching to the issued and outstanding shares\nentitled to vote at general meetings present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized\nrepresentative. As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general\nmeetings. Our fourth amended and restated memorandum and articles of association provide that we may (but are not obliged to) in each\nyear hold a general meeting as our annual general meeting in which case we will specify the meeting as such in the notices calling it,\nand the annual general meeting will be held at such time and place as may be determined by our directors. We, however, will hold an annual\nshareholders’ meeting during each fiscal year, as required by the Listing Rules at the Nasdaq. Each general meeting, other\nthan an annual general meeting, shall be an extraordinary general meeting. Shareholders’ annual general meetings and any other general\nmeetings of our shareholders may be called by a majority of our Board of Directors or our chairman of the Board of Directors or upon a\nrequisition of shareholders holding at the date of deposit of the requisition not less than ten percent (10%) of the votes attaching to\nthe issued and outstanding shares entitled to vote at general meetings, in which case the directors are obliged to call such meeting and\nto put the resolutions so requisitioned to a vote at such meeting; however, our fourth amended and restated memorandum and articles of\nassociation do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general\nmeetings not called by such shareholders. Advance notice of at least fifteen (15) days is required for the convening of our annual general\nmeeting and other general meetings unless such notice is waived in accordance with our articles of association.\n\n \n\nAn ordinary resolution to\nbe passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares\ncast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution also\nrequires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast by those shareholders entitled\nto vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed\nby a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our fourth amended\nand restated memorandum and articles of association. A special resolution will be required for important matters such as a change of name\nor making changes to our fourth amended and restated memorandum and articles of association.\n\n \n\n**Transfer\nof Ordinary Shares.** Subject to the restrictions in our fourth amended and restated memorandum and articles of association\nas set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual\nor common form or any other form approved by our board of directors.\n\n \n\nOur board of directors may,\nin its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien.\nOur Board of Directors may also decline to register any transfer of any ordinary share unless:\n\n \n\n·\nthe instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to\nwhich it relates and such other evidence as our Board of Directors may reasonably require to show the right of the transferor to make\nthe transfer;\n\n \n\n·\nthe instrument of transfer is in respect of only one class of shares;\n\n \n\n·\nthe instrument of transfer is properly stamped, if required;\n\n \n\n·\nin the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is\nto be transferred does not exceed four;\n\n \n\n·\nthe shares are free from any lien in favor of the Company; and\n\n \n\n·\na fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as our directors\nmay from time to time require is paid to us in respect thereof.\n\n \n\nIf our directors refuse to\nregister a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor\nand the transferee notice of such refusal.\n\n \n\nThe registration of transfers\nmay, after compliance with any notice required of the Nasdaq, be suspended and the register closed at such times and for such periods\nas our Board of Directors may from time to time determine, *provided*, *however*, that the registration of transfers\nshall not be suspended nor the register closed for 30 more than days in any year as our board may determine.\n\n \n\n \n\n \n\n \n\n**Liquidation.**\nOn a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), if the assets\navailable for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement\nof the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them\nat the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies\npayable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up\ncapital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares\nheld by them.\n\n \n\n**Redemption,\nRepurchase and Surrender of Ordinary Shares.**We may issue shares on terms that such shares are subject to redemption, at\nour option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares,\nby our Board of Directors. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have\nbeen approved by our Board of Directors or are otherwise authorized by our fourth amended and restated memorandum and articles of association.\nUnder the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds\nof a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and\ncapital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course\nof business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if\nsuch redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation.\nIn addition, our company may accept the surrender of any fully paid share for no consideration.\n\n \n\n**Variations\nof Rights of Shares**. If at any time our share capital is divided into different classes or series of shares, the rights\nattached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether\nor not our company is being wound-up, may be varied with the consent in writing of a majority the holders of the issued shares of that\nclass or series or with the sanction of a special resolution at a separate meeting of the holders of the shares of the class or series.\nThe rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of\nissue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with\nsuch existing class of shares.\n\n \n\n**Inspection\nof Books and Records**. Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain\ncopies of our list of shareholders or our corporate records (other than copies of our fourth amended and restated memorandum and articles\nof association and the register of mortgages and charges, and any special resolution passed by our shareholders). However, we will provide\nour shareholders with annual audited financial statements.\n\n \n\n**Issuance\nof Additional Shares**. Our fourth amended and restated memorandum of association authorizes our Board of Directors to issue\nadditional ordinary shares from time to time as our Board of Directors shall determine, to the extent of available authorized but unissued\nshares.\n\n \n\nOur fourth amended and restated\nmemorandum of association also authorizes our Board of Directors to establish from time to time one or more series of preferred shares\nand to determine, with respect to any series of preferred shares, the terms and rights of that series, including:\n\n \n\n·\nthe designation of the series;\n\n \n\n·\nthe number of shares of the series;\n\n \n\n·\nthe dividend rights, dividend rates, conversion rights, voting rights; and\n\n \n\n·\nthe rights and terms of redemption and liquidation preferences.\n\n \n\nOur Board of Directors may\nissue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the\nvoting power of holders of ordinary shares.\n\n \n\n**Anti-Takeover\nProvisions**. Some provisions of our fourth amended and restated memorandum and articles of association may discourage, delay\nor prevent a change of control of our company or management that shareholders may consider favorable, including provisions that: (a) authorize\nour Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and\nrestrictions of such preferred shares without any further vote or action by our shareholders; and (b) limit the ability of shareholders\nto requisition and convene general meetings of shareholders.\n\n \n\n \n\n \n\n \n\nHowever, under Cayman Islands\nlaw, our directors may only exercise the rights and powers granted to them under our fourth amended and restated memorandum and articles\nof association for a proper purpose and for what they believe in good faith to be in the best interests of our company.\n\n \n\n**Exempted\nCompany**. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between\nordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly\noutside the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially\nthe same as for an ordinary company except that an exempted company:\n\n \n\n·\ndoes not have to file an annual return of its shareholders with the Registrar of Companies;\n\n \n\n·\nis not required to open its register of members for inspection;\n\n \n\n·\ndoes not have to hold an annual general meeting;\n\n \n\n·\nmay issue negotiable or bearer shares or shares with no par value;\n\n \n\n·\nmay obtain an undertaking against the imposition of any future taxation (such undertakings are usually\ngiven for 20 years in the first instance);\n\n \n\n·\nmay register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n\n·\nmay register as a limited duration company; and\n\n \n\n·\nmay register as a segregated portfolio company.\n\n \n\n“Limited liability”\nmeans that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of\nthe company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or\nimproper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil)."}