SCHEDULE: 36Kr Holdings: Founder Boosts Voting Power

36Kr Holdings Inc. founder Dagang Feng significantly increases control through a Class B to Class C share exchange, quadrupling voting rights for 54.96 million shares.

Summary

• 36Kr Holdings Inc. filed an Amendment No. 2 to its Schedule 13D, detailing a significant change in its share structure and voting control.
• On August 18, 2025, the Issuer repurchased all 54,958,400 Class B ordinary shares from Palopo Holding Limited at US$0.0001 per share.
• Immediately prior to this repurchase, 36Kr Holdings Inc. issued 54,958,400 Class C ordinary shares to Palopo Holding Limited at the same price of US$0.0001 per share.
• Class C ordinary shares are now entitled to 100 votes per share, a substantial increase from the 25 votes per share previously held by Class B shares. Class A ordinary shares retain one vote per share.
• Dagang Feng, through Palopo Holding Limited and exercisable options, beneficially owns an aggregate of 169,508,000 ordinary shares, representing 16.7% of the total ordinary shares.
• Palopo Holding Limited beneficially owns 137,261,000 ordinary shares, representing 13.9% of the total ordinary shares.
• An acting-in-concert agreement from September 2019 between Palopo Holding Limited and 36Kr Heros Holding Limited (controlled by Chengcheng Liu) grants Palopo Holding Limited binding decision-making power if a unanimous consensus cannot be reached.

Sentiment

Score: 6

Explanation: The filing indicates a significant consolidation of control by the founder, Dagang Feng, through a share reclassification that quadruples voting rights for a large block of shares. While this centralizes decision-making and could provide stability, it also significantly reduces the influence of other shareholders, which can be viewed neutrally to slightly positive for long-term strategic stability but potentially negative for minority investor influence.

Positives

• Increased stability and centralized control for the founder, Dagang Feng, potentially enabling more decisive long-term strategic execution.
• The transaction consolidates significant voting power (from 25 votes/share to 100 votes/share for 54,958,400 shares) with the founder's entities, which can be seen as a commitment to long-term vision.

Negatives

• The significant increase in voting power for the founder could dilute the influence of other shareholders, particularly minority shareholders, in corporate governance matters.
• The transaction effectively concentrates control, potentially reducing checks and balances within the company's governance structure.

Risks

• Concentration of voting power with Dagang Feng and Palopo Holding Limited may reduce the influence of other shareholders on corporate decisions.
• Potential for decisions to be made that primarily benefit the controlling shareholder rather than all shareholders.

Future Outlook

No specific forward-looking statements or guidance regarding the company's operational or financial performance are provided in this filing.

Industry Context

This filing primarily concerns corporate governance and ownership structure within 36Kr Holdings Inc. The use of multi-class share structures and concentrated founder control is a common practice among many technology companies, particularly those with founder-led control in China, designed to maintain strategic direction and insulate founders from external pressures.

Comparison to Industry Standards

• The implementation of a multi-class share structure (Class A, B, C with varying voting rights) aligns with practices observed in other founder-controlled technology companies, such as Alibaba Group Holding Limited and JD.com Inc., which utilize similar structures to empower founders or key management.
• The substantial increase in voting power (from 25 votes to 100 votes per share) for a significant block of shares held by the founder is a strong move to consolidate control, consistent with a trend where founders seek to protect their long-term vision and strategic autonomy.
• The acting-in-concert agreement further solidifies control, a mechanism employed by controlling shareholders to ensure unified voting blocks, mirroring arrangements seen in other closely-held or founder-controlled public entities.

Corporate Governance

Related Party Transactions

• The repurchase of 54,958,400 Class B ordinary shares from Palopo Holding Limited and the subsequent issuance of 54,958,400 Class C ordinary shares to Palopo Holding Limited are related party transactions, as Palopo Holding Limited is controlled by Dagang Feng, a reporting person. Both transactions occurred at a price of US$0.0001 per share.

Stakeholder Impact

• Shareholders: Minority shareholders may experience a reduction in their proportional voting influence due to the increased voting power concentrated with the founder.
• Management: The transaction solidifies the founder's control, potentially providing greater stability for long-term strategic initiatives without significant external pressure.

Key Dates

Keywords

36Kr Holdings Inc., Dagang Feng, Palopo Holding Limited, Schedule 13D, Class C shares, Class B shares, voting rights, corporate governance, beneficial ownership, share repurchase, share issuance, control, China