Company Information Sheet

Company Information Sheet Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this information sheet.Company Name (stock code): Tuya Inc. (stock code: 2391) Stock Short Name: TUYA-W This information sheet is provided for the purpose of giving information to the public about Tuya Inc. (the “Company”) as at the dates specified. The information does not purport to be a complete summary of information about the Company and/or its securities. Unless otherwise defined herein capitalized terms in this Company Information Sheet shall have the same meanings as those defined in the prospectus of the Company dated June 22 2022 (the “Prospectus”).Responsibility Statement The directors of the Company as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet and confirm having made all reasonable inquiries that to the best of their knowledge and belief the information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any information inaccurate or misleading.The directors also collectively and individually undertake to publish a revised Company Information Sheet when there are changes to the information since the last publication.Summary Content Document Type Date A. Waivers and Exemptions Latest version as at June 20 2024 B. Foreign Laws and Regulations Latest version as at June 20 2024 C. Constitutional Documents Latest version as at November 1 2022 D. Deposit Agreement Latest version as at March 17 2021 Date of this information sheet: June 20 2024 1SECTION A WAIVERS AND EXEMPTIONS In preparation for the Listing we have sought the following waivers from strict compliance with the Listing Rules and exemptions from the Companies (Winding Up and Miscellaneous Provisions) Ordinance.Rules Subject matter Rule 8.12 of the Listing Rules Management presence in Hong Kong Rules 3.28 and 8.17 of the Listing Rules Joint company secretaries Paragraphs 4(2) 4(3) 14(1)-(5) 15-21 of Appendix 3 Requirements relating to the Articles of (currently known as “Appendix A1”) Association of the Company Rule 8A.07 8A.09 8A.10 8A.13 to 8A.19 8A.22 to 8A.24 8A.26 to 8A.35 8A.37 to 8A.41 of the Listing Rules Rules 4.10 4.11 19.13 and 19.25A of Use of U.S. GAAP and note 2.1 to paragraph 2 of the Appendix 16 (currently known as “Appendix D2”) to the Listing Rules Rule 9.09(b) of the Listing Rules Dealings in Shares prior to Listing Rule 10.04 and paragraph 5(2) of the Subscription for Shares by existing Shareholders Appendix 6 (currently known as “Appendix F1”) to the Listing Rules Note (1) to Rule 17.03(9) (currently Rule 17.03E) of the Exercise price of options to be granted pursuant to the 2015 Listing Rules Equity Incentive Plan after the Listing Rule 17.02(1)(b) and paragraph 27 of Appendix 1A Waiver and exemption in relation to the 2015 Equity (currently known as “Appendix D1A”) to the Incentive Plan Listing Rules and paragraph 10(d) of Part 1 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance Paragraph 15(2)(c) of Part A of Appendix 1 (currently Disclosure of Offer Price known as “Appendix D1A”) to the Listing Rules Paragraph 32 of Part A of Appendix 1 (currently known as Timing requirement of liquidity disclosure “Appendix D1A”) to the Listing Rules Chapter 14A of the Listing Rules Connected Transactions Rules 4.04(2) and 4.04(4) of the Listing Rules Waiver in relation to company acquired after the Track Record Period Rule 13.46(2)(b) of the Listing Rules Laying 2021 annual financial statements before members at an annual general meeting within six months after end of financial year Rule 17.03E of the Listing Rules Exercise price of options to be granted pursuant to the 2024 Share Scheme 2MANAGEMENT PRESENCE IN HONG KONG Pursuant to Rule 8.12 of the Listing Rules an issuer must have a sufficient management presence in Hong Kong. This normally means that at least two of its executive directors must be ordinarily resident in Hong Kong.We do not have sufficient management presence in Hong Kong for the purposes of Rule 8.12 of the Listing Rules. Our Group’s management headquarters senior management business operations and assets are primarily based in the PRC. As our executive Directors and the senior management team play important roles in the Company’s business operations our Directors consider it is in the best interest of the Company for the executive Directors and the senior management team to be based in places where the Group has significant operations. As such we do not and will not for the foreseeable future have sufficient management presence in Hong Kong for the purpose of satisfying the requirements under Rule 8.12 of the Listing Rules.Accordingly we have applied for and the Stock Exchange has granted a waiver from strict compliance with the requirements under Rule 8.12 of the Listing Rules. We will ensure that there is an effective channel of communication between us and the Stock Exchange by way of the following arrangements: (a) pursuant to Rule 3.05 of the Listing Rules our Company has appointed and will continue to maintain two authorized representatives namely Ms. Liu Yao our executive Director and Ms. Tang King Yin one of our joint company secretaries to be the principal channel of communication with the Stock Exchange. Each of our authorized representatives will be readily contactable by phone facsimile and/or e-mail to deal with enquiries from the Stock Exchange and will be available to meet with the Stock Exchange within a reasonable period of time upon request of the Stock Exchange. Both of our authorized representatives are authorized to communicate on our behalf with the Stock Exchange; (b) each Director will provide his/her contact details such as phone numbers and email addresses to the Stock Exchange and to the authorized representatives. This will ensure that the Stock Exchange and the authorized representatives should have means for contacting all Directors promptly at all times as and when required; (c) we will ensure that each Director who is not ordinarily resident in Hong Kong possesses or can apply for valid travel documents to visit Hong Kong and can meet with the Stock Exchange within a reasonable period of time upon request of the Stock Exchange; (d) pursuant to Rule 3A.19 and Rule 8A.33 of the Listing Rules our Company has appointed Guotai Junan Capital Limited as compliance advisor (the “Compliance Advisor”) who will act as an additional channel of communication with the Stock Exchange. The Compliance Advisor will provide our Company with professional advice on ongoing compliance with the Listing Rules and assist our Company in answering enquiries from the Stock Exchange. We will ensure that the Compliance Advisor has prompt access to our Company’s authorized representatives and Directors who will provide the Compliance Advisor such information and assistance as the Compliance Advisor may need or may reasonably request in connection with the performance of the Compliance Advisor’s duties. The Compliance Advisor will also provide advice to our Company when consulted by our Company in compliance with Rule 3A.23 and Rule 8A.34 of the Listing Rules; and 3(e) meetings between the Stock Exchange and the Directors can be arranged through the authorized representatives or the Compliance Advisor or directly with the Directors within a reasonable time frame. We will inform the Stock Exchange as soon as practicable in respect of any change in the authorized representatives and/or the Compliance Advisor in accordance with the Listing Rules.JOINT COMPANY SECRETARIES Pursuant to Rules 3.28 and 8.17 of the Listing Rules the company secretary must be an individual who by virtue of his or her academic or professional qualifications or relevant experience is in the opinion of the Stock Exchange capable of discharging the functions of company secretary.Pursuant to Note 1 to Rule 3.28 of the Listing Rules the Stock Exchange considers the following academic or professional qualifications to be acceptable: (a) a member of The Hong Kong Chartered Governance Institute; (b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong); and (c) a certified public accountant as defined in the Professional Accountants Ordinance(Chapter 50 of the Laws of Hong Kong). Pursuant to Note 2 to Rule 3.28 of the Listing Rules in assessing “relevant experience” the Stock Exchange will consider the individual’s: (a) length of employment with the issuer and other issuers and the roles he played; (b) familiarity with the Listing Rules and other relevant law and regulations including the Securities and Futures Ordinance Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code; (c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and (d) professional qualifications in other jurisdictions. 4Our Company has appointed Mr. Chai Xiaolang (柴晓浪) (“Mr. Chai”) as one of the joint company secretaries of our Company. Mr. Chai has extensive experience in our business operations and corporate governance matters but presently does not possess any of the qualifications under Rules 3.28 and 8.17 of the Listing Rules. While Mr. Chai may not be able to solely fulfil the requirements of the Listing Rules our Company believes that it would be in the best interests of our Company and the corporate governance of our Company to appoint Mr. Chai as our joint company secretary due to his thorough understanding of the internal administration and businessoperations of our Group. Our Company has also appointed Ms. Tang King Yin (邓景贤) (“Ms.Tang”) to act as the other joint company secretary. Ms. Tang is an associate member of both The Hong Kong Chartered Governance Institute (HKCGI) (formerly The Hong Kong Institute of Chartered Secretaries) and The Chartered Governance Institute (formerly The Institute of Chartered Secretaries and Administrators) in the United Kingdom who fully meets the qualification requirements stipulated under Note 1 to Rule 3.28 of the Listing Rules and is in compliance with Rule 8.17 of the Listing Rules to act as the other joint company secretary and to provide assistance to Mr. Chai for an initial period of three years from the Listing Date to enable Mr. Chai to acquire the “relevant experience” under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the requirements set forth under Rule 3.28 and 8.17 of the Listing Rules.Since Mr. Chai does not possess the formal qualifications required of a company secretary under Rule 3.28 of the Listing Rules we have applied to the Stock Exchange for and the Stock Exchange has granted a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Mr. Chai may be appointed as a joint company secretary of our Company. Pursuant to Guidance Letter HKEX-GL108-20 (currently known as Chapter 3.10 of the Guide for New Listing Applicants issued by the Stock Exchange (“Guide for NewListing Applicants”)) the waiver will be for a fixed period of time (the “Waiver Period”) on the conditions that: (i) the proposed company secretary must be assisted by a person who possesses the qualifications or experience as required under Rule 3.28 of the Listing Rules and is appointed as a joint company secretary throughout the Waiver Period; and (ii) the waiver can be revoked if there are material breaches of the Listing Rules by our Company. The waiver is valid for an initial period of three years from the Listing Date and is granted on the condition that Ms. Tang as a joint company secretary of our Company will work closely with and provide assistance to Mr.Chai in the discharge of his duties as a joint company secretary and in gaining the relevant company secretary experience as required under Rule 3.28 of the Listing Rules and to become familiar with the requirements of the Listing Rules and other applicable Hong Kong laws and regulations. Given Ms. Tang’s professional qualifications and experience she will be able to explain to both Mr. Chai and our Company the relevant requirements under the Listing Rules. Ms. Tang will also assist Mr.Chai in organizing Board meetings and Shareholders’ meetings of our Company as well as other matters of our Company which are incidental to the duties of a company secretary. She is expected to work closely with Mr. Chai and will maintain regular contact with Mr. Chai the Directors and the senior management of our Company. The waiver will be revoked immediately if Ms. Tang ceases to provide assistance to Mr. Chai as a joint company secretary for the three-year period after the Listing or where there are material breaches of the Listing Rules by our Company. In addition Mr. Chai will comply with annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance his knowledge of the Listing Rules during the three-year period from the Listing. 5In the course of preparation of the Listing Mr. Chai attended a training seminar on the respective obligations of the Directors and senior management and our Company under the relevant Hong Kong laws and the Listing Rules provided by our Company’s Hong Kong legal adviser and has been provided with the relevant training materials. Our Company will further ensure that Mr. Chai has access to the relevant training and support that would enhance his understanding of the Listing Rules and the duties of a company secretary of an issuer listed on the Stock Exchange and to receive updates on the latest changes to the applicable Hong Kong laws regulations and the Listing Rules. Furthermore both Mr. Chai and Ms. Tang will seek and have access to advice from our Company’s Hong Kong legal and other professional advisers as and when required. Our Company has appointed Guotai Junan Capital Limited as the Compliance Advisor upon our Listing pursuant to Rule 3A.19 and Rule 8A.33 of the Listing Rules which will act as our Company’s additional channel of communication with the Stock Exchange and provide professional guidance and advice to our Company and its joint company secretaries as to compliance with the Listing Rules and all other applicable laws and regulations.Before the end of the three-year period the qualifications and experience of Mr. Chai will be re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of the Listing Rules can be satisfied and whether the need for on-going assistance of Ms. Tang will continue. We will liaise with the Stock Exchange to enable it to assess whether Mr. Chai having benefited from the assistance of Ms. Tang for the preceding three years will have acquired the skills necessary to carry out the duties of company secretary and the “relevant experience” within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.Please refer to the section headed “Directors and Senior Management” in the Prospectus for further information regarding the qualifications of Mr. Chai and Ms. Tang.REQUIREMENTS RELATING TO THE ARTICLES OF ASSOCIATION OF THE COMPANY The Articles are required to comply with Appendix 3 (currently known as “Appendix A1”) of the Listing Rules. Rule 19.05 of the Listing Rules provides that the Stock Exchange may refuse a listing if it believes that it is not in the public interest to list the overseas issuer whose primary listing is or is to be on an exchange.Rule 8A.44 of the Listing Rules requires issuers with WVR structures such as our Company to give force to the requirements of Rules 8A.07 8A.09 8A.10 8A.13 8A.14 8A.15 8A.16 8A.17 8A.18 8A.19 8A.21 8A.22 8A.23 8A.24 8A.26 8A.27 8A.28 8A.29 8A.30 8A.31 8A.32 8A.33 8A.34 8A.35 8A.37 8A.38 8A.39 8A.40 and 8A.41 by incorporating them into their articles of association or equivalent document (together with the requirements under Appendix 3 (currently known as “Appendix A1”) to the Listing Rules the “Listing Rules ArticlesRequirements”).Prior to the passing of the Proposed Resolutions at the Post-Listing GM the Company’s Articles (being the eighth amended and restated articles of association of the Company) did not comply with some of the Listing Rules Articles Requirements namely (i) paragraphs 4(2) 4(3) 14(1)- (5) 15-21 of Appendix 3 (currently known as “Appendix A1”) to the Listing Rules and (ii) Rules 8A.07 8A.09 8A.10 8A.13 to 8A.19 8A.22 to 8A.24 8A.26 to 8A.35 and 8A.37 to 8A.41 of the Listing Rules (together the “Unmet Listing Rules Articles Requirements”). Other than the said Unmet Listing Rules Articles Requirements the remaining Listing Rules Articles Requirements are met by the Articles. The Company has sought for and has obtained shareholders’ approval to incorporate the Unmet Listing Rules Articles Requirements into its Articles at the Post-Listing GM.Accordingly following the Post-Listing GM held on November 1 2022 the Company’s Articles (being the ninth amended and restated articles of association) (the “Post-Listing GM Articles”) which complies with the Unmet Listing Rules Articles Requirements has become effective. 6Details of the Unmet Listing Rules Articles Requirements incorporated into the Company’s Post- Listing GM Articles are set out below: Approved by Class-based Resolution (defined below) (1) A super-majority vote of the issuer’s members of the class to which the rights are attached shall be required to approve a change to those rights.Notes: A “super-majority vote” means at least three-fourths of the voting rights of the members holding shares in that class present and voting in person or by proxy at a separate general meeting of members of the class where the quorum for such meeting shall be holders of at least one third of the issued shares of the class. This is unless it can be demonstrated that shareholder protection will not be compromised by a lower voting threshold (paragraph 15 of Appendix 3 (currently known as “Appendix A1”)). (2) Non-WVR (as defined under the Listing Rules) shareholders must be entitled to cast at least 10% of the votes that are eligible to be cast on resolutions at the listed issuer’s general meetings (Rule 8A.09 of the Listing Rules).Note 1: Compliance with this rule means for example that an issuer cannot list with a WVR structure that attaches 100% of the right to vote at general meetings to the beneficiaries of weighted voting rights.Note 2: A beneficiary of weighted voting rights must not take any action that would result in a non-compliance with this rule.A class of shares conferring weighted voting rights in a listed issuer must not entitle the beneficiary to more than ten times the voting power of ordinary shares on any resolution tabled at the issuer’s general meetings (Rule 8A.10 of the Listing Rules).A listed issuer must not increase the proportion of shares that carry weighted voting rights above the proportion in issue at the time of listing.Note: If the proportion of shares carrying weighted voting rights is reduced below the proportion in issue at the time of listing this rule 8A.13 shall apply to the reduced proportion of shares carrying weighted voting rights (Rule 8A.13 of the Listing Rules). 7(3) A listed issuer with a WVR structure may only allot issue or grant shares carrying weighted voting rights with the prior approval of the Stock Exchange and pursuant to (a) an offer made to all the issuer’s shareholders pro rata (apart from fractional entitlements) to their existing holdings; (b) a pro rata issue of shares to all the issuer’s shareholders by way of scrip dividends; or (c) pursuant to a stock split or other capital reorganization; provided that the Stock Exchange is satisfied that the proposed allotment or issuance will not result in an increase in the proportion of shares carrying weighted voting rights: (i) if under a pro rata offer beneficiaries of weighted voting rights do not take up any part of the shares carrying weighted voting rights (or rights to those shares) offered to them those shares (or rights) not taken up could only be transferred to another person on the basis that such transferred rights will only entitle the transferee to an equivalent number of ordinary shares; and (ii) to the extent that rights in a listed issuer’s shares not carrying weighted voting in a pro rata offer are not taken up in their entirety (e.g. in the case where the pro rata offering is not fully underwritten) the number of the listed issuer’s shares carrying weighted voting rights that can be allotted issued or granted must be reduced proportionately (Rule 8A.14 of the Listing Rules). (4) If a listed issuer with a WVR structure reduces the number of its shares in issue (e.g. through a purchase of its own shares) the beneficiaries of weighted voting rights must reduce their weighted voting rights in the issuer proportionately (for example through conversion of a proportion of their shareholding with those rights into shares without those rights) if the reduction in the number of shares in issue would otherwise result in an increase in the proportion of the listed issuer’s shares that carry weighted voting rights (Rule 8A.15 of the Listing Rules); (5) After listing a listed issuer with a WVR structure must not change the terms of a class of its shares carrying weighted voting rights to increase the weighted voting rights attached to that class (Rule 8A.16 of the Listing Rules); Note: If a listed issuer wishes to change the terms of a class of its shares carrying weighted voting rights to reduce those rights it may do so but must in addition to complying with any requirements under law first obtain the prior approval of the Stock Exchange and if approval is granted must announce the change. 8(6) The beneficiary’s weighted voting rights in a listed issuer must cease if at any time after listing the beneficiary is: (i) deceased; (ii) no longer a member of the issuer’s board of directors; (iii) deemed by the Stock Exchange to be incapacitated for the purpose of performing his or her duties as a director; or (iv) deemed by the Stock Exchange to no longer meet the requirements of a director set out in the Listing Rules (Rule 8A.17 of the Listing Rules); The weighted voting rights attached to a beneficiary’s shares must cease upon transfer to another person of the beneficial ownership of or economic interest in those shares or the control over the voting rights attached to them (through voting proxies or otherwise).A limited partnership trust private company or other vehicle may hold shares carrying weighted voting rights on behalf of a beneficiary of weighted voting rights provided that such an arrangement does not result in a circumvention of Rule 8A.18(1). The Stock Exchange would not consider a lien pledge charge or other encumbrance on shares carrying weighted voting rights to be a transfer for the purpose of Rule 8A.18 on condition that this does not result in the transfer of the legal title or beneficial ownership of those shares or the voting rights attached to them (through voting proxies or otherwise). The Stock Exchange would consider a transfer to have occurred under Rule 8A.18 if a beneficiary of weighted voting rights and a non-WVR shareholder(s) enter into any arrangement or understanding to the extent that this resulted in a transfer of weighted voting rights from the beneficiary of those weighted voting rights to the non-WVR shareholder (Rule 8A.18 of the Listing Rules); If a vehicle holding shares carrying weighted voting rights in a listed issuer on behalf of a beneficiary no longer complies with Rule 8A.18(2) the beneficiary’s weighted voting rights in the listed issuer must cease. The issuer and beneficiary must notify the Stock Exchange as soon as practicable with details of the non-compliance (Rule 8A.19 of the Listing Rules). (7) A listed issuer’s WVR structure must cease when none of the beneficiaries of the weighted voting rights at the time of the issuer’s initial listing have beneficial ownership of shares carrying weighted voting rights. (Rule 8A.22 of the Listing Rules); (8) Non-WVR shareholders must be able to convene an extraordinary general meeting and add resolutions to the meeting agenda. The minimum stake required to do so must not be higher than 10% of the voting rights on a one vote per share basis in the share capital of the listed issuer (Rule 8A.23 of the Listing Rules paragraph 14(5) of Appendix 3 (currently known as “Appendix A1”)); (9) Any weighted voting rights attached to any class of shares in a listed issuer must be disregarded and must not entitle the beneficiary to more than one vote per share on any resolution to approve the following matters: (i) changes to the listed issuer’s constitutional documents however framed; (ii) variation of rights attached to any class of shares; (iii) the appointment or removal of any independent non-executive director; 9(iv) the appointment or removal of auditors; and (v) the voluntary winding-up of the listed issuer (Rule 8A.24 of the Listing Rules).Approved by Non-class-based Resolution (defined below) (10) Any person appointed by the directors to fill a casual vacancy on or as an addition to the board shall hold office only until the first annual general meeting of the issuer after his appointment and shall then be eligible for re-election (paragraph 4(2) of Appendix 3 (currently known as “Appendix A1”)); (11) where not otherwise provided by law members in general meeting shall have the power by ordinary resolution to remove any director (including a managing or other executive director but without prejudice to any claim for damages under any contract) before the expiration of his term of office. (paragraph 4(3) of Appendix 3 (currently known as “Appendix A1”)); (12) An issuer must hold a general meeting for each financial year as its annual general meeting; Note: Generally an issuer must hold its annual general meeting within six months after theend of its financial year. (paragraph 14(1) of Appendix 3 (currently known as “AppendixA1”)); (13) An issuer must give its members reasonable written notice of its general meetings. Note: “Reasonable written notice” normally means at least 21 days for an annual general meeting and at least 14 days for other general meetings. This is unless it can be demonstrated that reasonable written notice can be given in less time (paragraph 14(2) of Appendix 3 (currently known as “Appendix A1”)); (14) Members must have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a member is required by the Listing Rules to abstain from voting to approve the matter under consideration (paragraph 14(3) of Appendix 3 (currently known as “Appendix A1”)); (15) Where any shareholder is under the Listing Rules required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted (paragraph 14(4) of Appendix 3 (currently known as “Appendix A1”)); (16) A super-majority vote of the issuer’s members in a general meeting shall be required to approve changes to an issuer’s constitutional documents however framed.Note: A “super-majority vote” means at least three-fourths of the total voting rights of the members present and voting in person or by proxy at the general meeting. This is unless it can be demonstrated that shareholder protection will not be compromised by a lower voting threshold (paragraph 16 of Appendix 3 (currently known as “Appendix A1”)); (17) The appointment removal and remuneration of auditors must be approved by a majority of the issuer’s members or other body that is independent of the board of directors. (paragraph 17 of Appendix 3 (currently known as “Appendix A1”)); 10(18) Every member shall be entitled to appoint a proxy who needs not necessarily be a member of the issuer and that every shareholder being a corporation shall be entitled to appoint a representative to attend and vote at any general meeting of the issuer and where a corporation is so represented it shall be treated as being present at any meeting in person. A corporation may execute a form of proxy under the hand of a duly authorized officer (paragraph 18 of Appendix 3 (currently known as “Appendix A1”)); (19) HKSCC must be entitled to appoint proxies or corporate representatives to attend the issuer’s general meetings and creditors meetings and those proxies or corporate representatives must enjoy rights equivalent to the rights of other shareholders including the right to speak and vote (paragraph 19 of Appendix 3 (currently known as “Appendix A1”)); (20) The branch register of members in Hong Kong shall be open for inspection by members but the issuer may be permitted to close the register on terms equivalent to section 632 of the Companies Ordinance (paragraph 20 of Appendix 3 (currently known as “Appendix A1”)); (21) A super-majority vote of the issuer’s members in a general meeting shall be required to approve a voluntary winding up of an issuer.Note: A “super-majority vote” means at least three-fourths of the total voting rights of the members present and voting in person or by proxy at the general meeting. This is unless it can be demonstrated that shareholder protection will not be compromised by a lower voting threshold (paragraph 21 of Appendix 3 (currently known as “Appendix A1”)); (22) Subject to the requirement of Rule 8A.24 a WVR structure must attach weighted voting rights only to a class of an issuer’s equity securities and confer on a beneficiary enhanced voting power on resolutions tabled at the issuer’s general meetings only. In all other respects the rights attached to a class of equity securities conferring weighted voting rights must otherwise be the same as the rights attached to the issuer’s listed ordinary shares (Rule 8A.07 of the Listing Rules); (23) The role of an independent non-executive director of a listed issuer with a WVR structure must include but is not limited to the functions described in Code provisions C.1.2 C.1.6 and C.1.7 of Appendix 14 (currently known as “Appendix C1”) to the Listing Rules: (i) participating in board meetings to bring an independent judgment to bear on issues of strategy policy performance accountability resources key appointments and standards of conduct; (ii) taking the lead where potential conflicts of interests arise; (iii) serving on the audit compensation nomination and other governance committees if invited; and (iv) scrutinizing the issuer’s performance in achieving agreed corporate goals and objectives and monitoring performance reporting; Independent non-executive directors and other non-executive directors as equal board members shall give the board and any committees on which they serve the benefit of their skills expertise and varied backgrounds and qualifications through regular attendance and active participation. Generally they should also attend general meetings to gain and develop a balanced understanding of the views of the shareholders; and 11Independent non-executive directors and other non-executive directors should make a positive contribution to the development of the issuer’s strategy and policies through independent constructive and informed comments (Rule 8A.26 of the Listing Rules); (24) Issuers with a WVR structure must establish a nomination committee that complies with Section B.3 in Part 2 of Appendix 14 (currently known as “Appendix C1”) of these Listing Rules: (i) review the structure size and composition (including the skills knowledge and experience) of the board at least annually and make recommendations on any proposed changes to the board to complement the issuer’s corporate strategy; (ii) identify individuals suitably qualified to become board members and select or make recommendations to the board on the selection of individuals nominated for directorships; (iii) assess the independence of independent non-executive directors; and (iv) make recommendations to the board on the appointment or re-appointment of directors and succession planning for directors in particular the chairman and the chief executive.The nomination committee should make available its terms of reference explaining its role and the authority delegated to it by the board by including them on the Stock Exchange’s website and the issuer’s website.Issuers should provide the nomination committee sufficient resources to perform its duties.Where necessary the nomination committee should seek independent professional advice at the issuer’s expense to perform its responsibilities.Where the board proposes a resolution to elect an individual as an independent non-executive director at the general meeting it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting: (i) the process used for identifying the individual and why the board believes the individual should be elected and the reasons why it considers the individual to be independent; (ii) if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship why the board believes the individual would still be able to devote sufficient time to the board; (iii) the perspectives skills and experience that the individual can bring to the board; and (iv) how the individual contributes to diversity of the board (Rule 8A.27 of the Listing Rules); (25) The nomination committee established under rule 8A.27 must be chaired by an independent non-executive director (Rule 8A.28 of the Listing Rules); (26) The independent non-executive directors of an issuer with a WVR structure must be subject to retirement by rotation at least once every three years. Independent non-executive directors are eligible for re-appointment at the end of the three-year term (Rule 8A.29 of the Listing Rules); 12(27) An issuer with a WVR structure must establish a Corporate Governance Committee with at least the terms of reference set out in Code Provision A.2.1 of Appendix 14 (currently known as “Appendix C1”) to the Listing Rules and the following additional terms: (i) develop and review the issuer’s policies and practices on corporate governance and make recommendations to the board; (ii) review and monitor the training and continuous professional development of directors and senior management; (iii) review and monitor the issuer’s policies and practices on compliance with legal and regulatory requirements; (iv) develop review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; (v) review the Company’s compliance with the code and disclosure in the Corporate Governance Report (as defined in the Listing Rules); (vi) to review and monitor whether the Company is operated and managed for the benefit of all of its shareholders; (vii) to confirm on an annual basis that beneficiaries of weighted voting rights have been members of the listed issuer’s board of directors throughout the year and that no matters under Rule 8A.17 of the Listing Rules have occurred during the relevant financial year; (viii) to confirm on an annual basis whether or not the beneficiaries of weighted voting rights have complied with Rules 8A.14 8A.15 8A.18 and 8A.24 of the Listing Rules throughout the year; (ix) to review and monitor the management of conflicts of interests and make a recommendation to the board on any matter where there is a potential conflict of interest between the issuer a subsidiary of the issuer and/or shareholders of the issuer (considered as a group) on the one hand and any beneficiary of weighted voting rights on the other; (x) to review and monitor all risks related to the issuer’s WVR structure including connected transactions between the issuer and/or a subsidiary of the issuer on one hand and any beneficiary of weighted voting rights on the other and make a recommendation to the board on any such transaction; (xi) to make a recommendation to the board as to the appointment or removal of the Compliance Advisor (as defined under the Listing Rules); (xii) to seek to ensure effective and on-going communication between the issuer and its shareholders particularly with regards to the requirements of Rule 8A.35 of the Listing Rules; 13(xiii) to report on the work of the corporate governance committee on at least a half-yearly and annual basis covering all areas of its terms of reference; and (xiv) to disclose on a comply or explain basis its recommendations to the board in respect of matters in sub-paragraphs (ix) to (xi) above in the report referred to in sub-paragraph (xiii) above (Rule 8A.30 of the Listing Rules); (28) The Corporate Governance Committee must be comprised entirely of independent non-executive directors one of whom must act as the chairman (Rule 8A.31 of the Listing Rules); (29) The Corporate Governance Report produced by the a listed issuer with a WVR structure to comply with Appendix 14 (currently known as “Appendix C1”) of the Listing Rules must include a summary of the work of the Corporate Governance Committee with regards to its terms of reference for the accounting period covered by both the half-yearly and annual report and disclose any significant subsequent events for the period up to the date of publication of the half-yearly and annual report to the extent possible. (Rule 8A.32 of the Listing Rules); (30) Rule 3A.19 is modified to require an issuer with a WVR structure to appoint a Compliance Advisor on a permanent basis commencing on the date of the issuer’s initial listing (Rule 8A.33 of the Listing Rules); (31) An issuer must consult with and if necessary seek advice from its Compliance Advisor on a timely and ongoing basis in the circumstances set out in rule 3A.23 and also on any matters related to: (i) the WVR structure; (ii) transactions in which any beneficiary of weighted voting rights in the issuer has an interest; and (iii) where there is a potential conflict of interest between the issuer a subsidiary of the issuer and/or holders of the issuer (considered as a group) on the one hand and any beneficiary of weighted voting rights in the issuer on the other (Rule 8A.34 of the Listing Rules); (32) An issuer with a WVR structure must comply with Section F “Shareholders Engagement” in Part 2 of Appendix 14 (currently known as “Appendix C1”) of the Listing Rules (Rule 8A.35 of the Listing Rules); (33) An issuer with a WVR structure must include the warning “A company controlled throughweighted voting rights” on the front page of all its listing documents periodic financial reports circulars notifications and announcements required by the Listing Rules and describe its WVR structure the issuer’s rationale of such structure and the associated risks for the members prominently in its listing documents and periodic financial reports. This warning statement shall inform prospective investors of the potential risks of investing in an issuer with a WVR structure and that they should make the decision to invest only after due and careful consideration (Rule 8A.37 of the Listing Rules); (34) The documents of or evidencing title for the listed equity securities of an issuer with a WVRstructure must prominently include the warning “A company controlled through weightedvoting rights” (Rule 8A.38 of the Listing Rules); 14(35) An issuer with a WVR structure must disclose in its listing documents and its interim and annual reports: (i) identify the beneficiaries of weighted voting rights (Rule 8A.39 of the Listing Rules); (ii) disclose the impact of a potential conversion of WVR shares into ordinary shares on its share capital (Rule 8A.40 of the Listing Rules); and (iii) disclose all circumstances in which the weighted voting rights attached to the Class B Ordinary Shares shall cease (Rule 8A.41 of the Listing Rules).Prior to the Post-Listing GM under Article 100 of the Articles Mr. Wang was entitled to appoint a director and as replacement of the former management director by delivering a written notice to the Company subject to certain conditions. To comply with Rule 2.03(4) of the Listing Rules which requires that all holders of listed securities to be treated fairly and equally a resolution to remove such special rights of Mr. Wang from the Articles (“Termination of Special Rights”) has been put forth and approved at the Post-Listing GM.In addition to further enhance its shareholder protection measures the following amendments to the Company’s Articles have been proposed to the Company’s shareholders and approved at the Post-Listing GM: (a) lowering the quorum of general meeting (which is not a class meeting) from a majority of all votes attaching to all shares of the Company in issue and entitled to vote at such general meeting as currently provided for under Article 71 of the Articles to 10% of all votes attaching to all shares of the Company in issue and entitled to vote at such general meeting (on a one vote per share basis) (the “Quorum Requirement”); (b) where a general meeting is postponed by the directors pursuant to Article 74 of the Articles requiring such meeting to be postponed to a specific date time and place (the “GM Postponement Requirement”); (c) removing the Directors’ powers under Article 4 of the Articles to authorize the division of shares into any number of classes and to determine the relative rights restrictions preferences privileges and payment obligations as between the different classes and to issue preferred shares with such preferred or other rights which may be greater than the rights of ordinary shares as well as making the Directors’ power to issue preferred shares to be subject to the Articles compliance with the Listing Rules (and only to such extent permitted thereby) the Takeovers Code and any applicable rules and regulations of authorities of places where the securities of the Company are listed and the condition that (x) no new class of shares with voting rights superior to Class A Ordinary Shares will be created and (y) any variation in the relative rights as between the different classes will not result in creating new class of shares with voting rights superior to those of Class A Ordinary Shares (the “Amendment of Directors’ Class Right Related Powers” together with the Unmet Listing Rules Articles Requirements the Termination of Special Rights the Quorum Requirement and the GM Postponement Requirement the “Unmet Articles Requirements”).At the Post-Listing GM the amendments to the Articles have also been proposed by the Company and have been approved by the Company’s shareholders to clarify that the Company its shareholders directors and officers agree to submit to the jurisdiction of the courts of the Cayman Islands and Hong Kong to the exclusion of other jurisdictions to hear settle and/or determine any dispute controversy or claim whether arising out of or in connection with the Articles or otherwise. For the avoidance of doubt the applicable rights of purchasers holders and sellers of the Company’s ADSs are not governed by the preceding sentence but are exclusively governed by the applicable deposit agreement pursuant to which the ADSs were issued regardless of whether their dispute controversy or claim arises out of or in connection with the Articles or otherwise (the “Forum Selection Clarification”). 15As advised by the Company’s legal advisor as to Cayman Islands laws the incorporation of the following Unmet Articles Requirements required approvals of both holders of Class B Ordinary Shares and holders of Class A Ordinary Shares in separate class meetings at the Post-Listing GM in accordance with the Company’s Articles because these requirements would vary the rights attached to Class B Ordinary Shares and Class A Ordinary Shares respectively: (i) paragraph 15 of Part B of Appendix 3 (currently known as “Appendix A1”) to the Listing Rules; and (ii) Rules 8A.09 8A.10 8A.13 to 8A.19 8A.22 to 8A.24 of the Listing Rules – a resolution to incorporate these Unmet Articles Requirements (the “Class-based Resolution”) would need to be approved at the separate class meetings of holders of Class B Ordinary Shares (the “Class B Meeting”) and of Class A Ordinary Shares (the “Class A Meeting”). The quorum for the Class A Meeting or Class B Meeting shall be one or more persons holding or representing by proxy at least a majority of the issued Class A ordinary shares or Class B ordinary shares respectively in accordance with Article 59 of the Articles. The Class-based Resolution has been approved by a special resolution passed by a majority of not less than two-thirds of both holders of Class A Ordinary Shares and holders of Class B Ordinary Shares voting in person or by proxy at a Class A Meeting and Class B Meeting separately in accordance with Article 58 of the existing Articles.As the Class-based Resolution was passed at both the Class A Meeting and the Class B Meetingat the full shareholders’ meeting where all shareholders may vote as a single class (the “FullShareholders’ Meeting”) the shareholders were asked to vote on the Class-based Resolution and another resolution to incorporate into the Articles the Unmet Articles Requirements not coveredby the Class-based Resolution and the Forum Selection Clarification (the “Non-class-basedResolution”). The quorum for the Full Shareholders’ Meeting were members which carry a majority of all votes attaching to all Shares in issue and entitled to vote at such general meeting present in person or by proxy or if a corporate or other non-natural person by its duly authorized representative pursuant to Article 71 of the Articles. At the Full Shareholders’ Meeting each of the Class-based Resolution and the Non-class-based Resolution has been approved by not less than two-thirds of the votes cast by such shareholders being entitled to do so voting in person or where proxies are allowed by proxy pursuant to Article 56 of the existing Articles.In the event that the Class-based Resolution was not approved at either the Class A Meeting or the Class B Meeting then the shareholders at the Full Shareholders’ Meeting would only be asked to vote on the Non-class-based Resolution.The Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the Unmet Articles Requirements subject to the following conditions which havepreviously been disclosed under the paragraph headed “Waivers and Exemptions – Requirementsrelating to the Articles of Association of the Company” in the Prospectus: (1) at the Post-Listing GM the Company will put forth: (i) the Class-based Resolution at the Class B Meeting and the Class A Meeting; and (ii) the Class-based Resolution (if adopted at the Class B Meeting and Class A Meeting) and the Non-class-based Resolution at the Full Shareholders’ Meeting (together the “Proposed Resolutions”) to amend its Articles to comply with the Unmet Articles Requirements; (2) Mr. Wang Mr. Chen and Mr. Zhou (together the “Undertaking Shareholders”) will prior to the Listing irrevocably undertake to the Company to procure such intermediaries holding the Company’s shares as held or controlled by them to be present at the Post-Listing GM (whether in person or by proxy) and at any general meeting that may be convened after the Listing and before the Post-Listing GM and to vote in favor of the Proposed Resolutions; 16(3) in the event that any of the Proposed Resolutions are not passed at the Post-Listing GM until they are approved by the shareholders the Company will irrevocably undertake to the Stock Exchange to put forth the Proposed Resolutions that have not been passed at each subsequent general meeting and the Undertaking Shareholders will prior to the Listing irrevocably undertake to the Company to continue to procure such intermediaries holding the Company’s shares as held or controlled by them to be present (whether in person or by proxy) and vote in favor of the Proposed Resolutions at each subsequent general meeting at which the Company puts forth such Proposed Resolutions until all Proposed Resolutions are approved by the shareholders. The Undertaking Shareholders will further undertake to the Company to procure such intermediaries holding the Company’s Shares as held or controlled by them to be present at any general meeting after the Listing until all Proposed Resolutions are approved by the shareholders; (4) each of New Enterprise Associates 14 L.P. NEA 15 Opportunity Fund L.P. Tencent Mobility Limited Image Frame Investment (HK) Limited Anywink Limited Volinks Limited and Global Bridge Capital USD Fund I L.P. (together the “Supporting Shareholders”) will prior to the Listing irrevocably undertake to the Company to and if any Class A Ordinary Share is held by intermediaries held or controlled by them procure such intermediaries to be present at the Class A Meeting and the Full Shareholders’ Meeting (whether in person or by proxy) and to vote in favor of the Proposed Resolutions and that if any of the Proposed Resolutions are not passed at the Post-Listing GM until they are all approved it or he or the said intermediaries will continue to attend (whether in person or by proxy) each subsequent class meeting of the holders of the Class A Ordinary Shares and the general meeting at which the Company puts forth the Proposed Resolutions and vote in favor of such Proposed Resolutions; (5) the Company will issue a press release announcing its support publicly for the Proposed Resolutions each year after the Listing until all the Proposed Resolutions are adopted; (6) the Company the Undertaking Shareholders and each of the other Directors in their individual capacity as a Director will prior to the Listing irrevocably undertake to the Stock Exchange that they will comply with the Unmet Listing Rules Articles Requirements the Termination of Special Rights the GM Postponement Requirement the Amendment of Directors’ Class Right Related Powers and the Forum Selection Clarification in full (the “Undertaking for Interim Compliance”) upon the Listing and before the Articles are formally amended to incorporate the Unmet Articles Requirements except for: * paragraph 15 of Appendix 3 (currently known as “Appendix A1”) such that prior to the Company’s Articles being amended the threshold for passing a resolution in a separate class meeting will be approved by two-thirds of the votes cast by the issued shares of that class pursuant to Article 58 of the Company’s Articles (for the avoidance of doubt the quorum requirement for such class meeting being holders of at least one-third of the issued shares of the class will be complied with even though Article 58 of the Company’s Articles provides for a quorum of holders of no less than a majority of the class); * Rules 8A.24(1) and (2) such that prior to the Company’s Articles being amended weighted voting rights will apply in connection with passing the Proposed Resolutions; 17* paragraph 16 of Appendix 3 (currently known as “Appendix A1”) such that prior to the Company’s Articles being amended the threshold for passing a special resolution for amendments to the Company’s Articles will be approved by members holding not less than two-thirds of the votes cast by such shareholders being entitled to do so voting in person or where proxies are allowed by proxy at the general meeting in accordance with Article 56 of the Company’s Articles; and * paragraph 14(1) of Appendix 3 (currently known as “Appendix A1”) to the extent that the Company will not hold an annual general meeting on or before June 30 2022.For the avoidance of doubt the above exceptions in relation to paragraphs 15 and 16 of Appendix 3 (currently known as “Appendix A1”) and Rules 8A.24(1) and (2) are only applicable to the passing of the Proposed Resolutions and the Company shall irrevocably undertake to the Stock Exchange to comply with paragraphs 15 and 16 of Appendix 3 (currently known as “Appendix A1”) and Rules 8A.24(1) and (2) for passing any resolution at a separate class meeting and any special resolution after the Listing (other than the Proposed Resolutions) under the Undertaking for Interim Compliance and if any of the Class-based Resolution is not passed at the Post-Listing GM the Undertaking for Interim Compliance will remain valid until the Class-based Resolution is passed; (7) each of the Undertaking Shareholders will prior to the Listing irrevocably undertake to the Company and the Stock Exchange that: * he will procure the Company to give effect to the Undertaking for Interim Compliance upon the Listing and before its Articles are formally amended; (8) each of the WVR Beneficiaries will prior to the Listing irrevocably undertake to the Company and the Stock Exchange that: * in the event any Class B Ordinary Share is to be transferred to an Affiliate (as defined in the Articles) of a WVR Beneficiary that is not a director holding vehicle wholly-owned and wholly controlled by such WVR Beneficiary after the Listing but before the Articles are formally amended he will convert such Class B Ordinary Shares into Class A Ordinary Shares by delivering a written notice to the Company in accordance with the Articles and only transfer the resultant Class A Ordinary Shares to such Affiliate; * after the Listing but before the Articles are formally amended he will not effect any change in his holding structure of any Class B Ordinary Shares unless and until the Stock Exchange has approved such change; 18* he will procure the intermediary(ies) held or controlled by him to prior to the Listing deliver a written conversion notice to the Company in accordance with the Articles that all of the relevant Class B Ordinary Shares it/they hold(s) involved shall be converted to Class A Ordinary Shares on a one-for-one basis immediately upon any event listed in Rule 8A.17 (including the cessation of Mr. Wang or Mr. Chen as a Director) and Rule 8A.18 of the Listing Rules any voluntary or involuntary transfer of legal title to or economic interest of or beneficial ownership of or change of control over the voting rights attached to Class B Ordinary Shares from a WVR Beneficiary to any person other than (a) such WVR Beneficiary or (b) a director holding vehicle wholly-owned and wholly controlled by such WVR Beneficiary (e.g. upon or as a result of death of such WVR Beneficiary or foreclosure of share pledge) and in respect of Mr. Chen cessation as an executive officer or employee of the Company (e.g. if Mr. Chen is re-designated as a non-executive Director or he ceases to assume any role with executive or management function in the Company or he ceases to have any employment relationship with the Company which remains effective) occurring after the Listing and before the Articles are formally amended; such conversion notice shall expire immediately upon the Articles are formally amended; and * he will procure the intermediary(ies) held or controlled by him to prior to the Listing deliver a written conversion notice to the Company that those Class B Ordinary Shares which it/they exercise(s) more than 10 votes shall be converted to Class A Ordinary Shares on a one-for-one basis immediately upon their breach of the WVR Beneficiaries’ Voting Undertaking (i.e. exercise of more than 10 votes in respect of the voting rights for each Class B Ordinary Share of which they are the holders on resolutions other than the Proposed Resolutions) occurring after the Listing and before the Articles are formally amended; such conversion notice shall expire immediately upon the Articles are formally amended.A director holding vehicle for the purpose of the above paragraph means (a) a partnership of which the WVR Beneficiary is a partner and the terms of which must expressly specify that the voting rights attached to any and all of the Class B Ordinary Shares held by such partnership are solely dictated by the WVR Beneficiary; (b) a trust of which the WVR Beneficiary is a beneficiary and that meets the following conditions: (i) the WVR Beneficiary must in substance retain an element of control of the trust and any immediate holding companies of any and all of the Class B Ordinary Shares held by such trust; and (ii) the purpose of the trust must be for estate planning and/or tax planning purposes; or (c) a private company or other vehicle wholly-owned and wholly controlled by the WVR Beneficiary or by a trust referred to in paragraph (b) above; and (9) the Company remains listed on the NYSE. In addition each of the WVR Beneficiaries will prior to the Listing irrevocably undertake to the Company that he shall procure the intermediaries holding the Shares as held or controlled by him to exercise no more than 10 votes for each Class B Ordinary Share of which they are the holders at any general meeting after Listing and before the Articles are formally amended to incorporate the Unmet Articles Requirements except for purpose of passing the Proposed Resolutions (the “WVR Beneficiaries’ Voting Undertaking”). 19As disclosed in the paragraph headed “Waivers and Exemptions – Requirements relating tothe Articles of Association of the Company” of the Prospectus the Company has proposed to implement the following practical arrangements (the “Practical Arrangements”) to ensure that no more than ten votes for each Class B Ordinary Shares will be exercised: * Prior to any general meeting held after Listing and before the Articles were formally amended the Company would request each of Mr. Wang and Mr. Chen to re-confirm the number of votes to be exercised by them in respect of the resolutions other than for purpose of passing the Proposed Resolutions such that the Company could monitor the compliance of Mr. Wang and Mr. Chen with the WVR Beneficiaries’ Voting Undertaking; and * Each of Mr. Wang and Mr. Chen would procure the intermediary(ies) held or controlled by him to prior to the Listing deliver a written conversion notice to the Company that those Class B Ordinary Shares which it/they exercise(s) more than 10 votes shall be converted to Class A Ordinary Shares on a one-for-one basis immediately upon their breach of the WVR Beneficiaries’ Voting Undertaking (i.e. exercise of more than 10 votes in respect of the voting rights for each Class B Ordinary Share of which they are the holders on resolutions other than the Proposed Resolutions) occurring after the Listing and before the Articles were formally amended; such conversion notice shall expire immediately upon the Articles were formally amended.The Company’s legal advisor as to the laws of the Cayman Islands confirms that the giving of the Undertaking for Interim Compliance and implementing the Practical Arrangements will not violate the Articles and the Undertaking for Interim Compliance and implementing the Practical Arrangements will not violate any laws and regulations of the Cayman Islands and the Company confirms that having consulted its other legal advisors the Undertaking for Interim Compliance and implementing the Practical Arrangements will also not violate other laws and regulations applicable to the Company. The Company’s legal advisor as to the laws of Cayman Islands further confirms that the calculation mechanism to calculate the specific votes for or against a specific resolution when the WVR Beneficiaries’ Voting Undertaking is complied with before the Articles were formally amended (i.e. the numerator and the denominator assuming the exercise of voting rights attached to the Class B Ordinary Shares will in practice be capped at ten votes per Share) does not breach and is not inconsistent with the Cayman Islands laws. The Company confirms that each of the proposed amendments to its Articles under the Proposed Resolutions comply with Chapter 8A and Appendix 3 (currently known as “Appendix A1”) of the Listing Rules and the amended Articles which shall effect after the Post-Listing GM as a whole are not inconsistent with the Listing Rules on the basis that (a) all relevant provisions required to be incorporated in the articles of association of issuers with WVR structures pursuant to Rule 8A.44 of the Listing Rules have been incorporated in the proposed amendments to the Articles (b) all provisions in respect of core shareholder protection standards in Appendix 3 (currently known as “Appendix A1”) of the Listing Rules have been reflected in the proposed amendments to the Articles and (c) all special rights which were inconsistent with the requirements of the Listing Rules as provided in the Articles have been removed and the proposed amendments to the Articles do conflict with the remaining provisions of the Articles as well as any current practice of the Company. 20The Undertaking Shareholders acknowledged and agreed that our Shareholders may rely on the Undertaking Shareholders’ undertakings described in paragraphs (2) (3) (7) and (8) above (the “Shareholders’ Articles Undertaking”) in acquiring and holding their Shares and that such undertakings are intended to confer a benefit on the Company and all existing and future Shareholders and may be enforced by the Company and/or any such Shareholder against the Undertaking Shareholder.The Shareholders’ Articles Undertaking in paragraphs (2) (3) and (7) above shall automatically terminate upon the earliest of (i) the proposed amendments to the existingArticles described in this sub-section headed “Waivers and Exemptions – Requirementsrelating to the Articles of Association of the Company” have become effective and (ii) the date of delisting of the Company from the Stock Exchange. The Shareholders’ Articles Undertaking in paragraph (8) above shall automatically terminate upon the earliest of (i) theproposed amendments to the existing Articles described in this sub-section headed “Waiversand Exemptions – Requirements relating to the Articles of Association of the Company” have become effective; (ii) the date of delisting of the Company from the Stock Exchange; and (iii) the date on which the WVR Beneficiaries ceases to be a beneficiary of weighted voting rights in the Company. For the avoidance of doubt the termination of the Shareholders’ Articles Undertaking shall not affect any rights remedies obligations or liabilities of the Company and/or any shareholder and/or the Undertaking Shareholder himself that have accrued up to the date of termination including the right to claim damages and/or apply for any injunction in respect of any breach of the Shareholders’ Articles Undertaking which existed at or before the date of termination. The Shareholders’ Articles Undertaking shall be governed by the laws of Hong Kong and all matters claims or disputes arising out of the Shareholders’ Articles Undertaking shall be subject to the exclusive jurisdiction of the courts of Hong Kong. 21Assuming the Over-allotment Option is not exercised no further Shares are issued under the Equity Incentive Plan and without taking into account the voting rights attached to the 25691894 Class A Ordinary Shares (as of the Latest Practicable Date) held by the Depositary which may be used to satisfy any future exercise or vesting of awards granted under the 2015 Equity Incentive Plan the Undertaking Shareholders would immediately upon the Listing beneficially own 84600000 Class A Ordinary Shares and 79400000 Class B Ordinary Shares respectively representing in aggregate (a) 16.95% of the total issued Class A Ordinary Shares and 17.87% of the total voting rights of the Class A Ordinary Shares voting as a separate class in Class A Meeting (b) 100% of the total issued Class B Ordinary Shares and 100% of the total voting rights of the Class B Ordinary Shares voting as a separate class in Class B Meeting and (c) approximately 76.64% of the voting rights in the Company (on the basis that Class A Ordinary Shares entitle the Shareholder to one vote per Share and Class B Ordinary Shares entitle the Shareholder to fifteen votes per Share) in Full Shareholders’ Meeting. The Supporting Shareholders would immediately upon the Listing beneficially own 240179322 Class A Ordinary Shares representing in aggregate (a) 48.12% of the total issued Class A Ordinary Shares and 50.73% of the total voting rights of Class A Ordinary Shares voting as a separate class in Class A Meeting and (b) approximately 14.43% of the total voting rights in the Company (on the basis that Class A Ordinary Shares entitle the Shareholder to one vote per Share and Class B Ordinary Shares entitle the Shareholder to fifteen votes per Share) in Full Shareholders’ Meeting. The Depositary would immediately upon the Listing hold 85776203 Class A Ordinary Shares underlying the ADSs (excluding those represented by the ADSs held by the Supporting Shareholders which have already been counted in the foregoing) representing (a) 17.18% of the total issued Class A Ordinary Shares and 18.12% of the total voting rights of the Class A Ordinary Shares voting as a separate class in Class A Meeting and (b) approximately 5.15% of the voting rights in the Company (on the basis that Class A Ordinary Shares entitle the Shareholder to one vote per Share and Class B Ordinary Shares entitle the Shareholder to fifteen votes per Share) in Full Shareholders’ Meeting.Accordingly the undertakings of the Undertaking Shareholders and the Supporting Shareholders presented at the Post-Listing GM (whether in person or by proxy) in favor of the Proposed Resolutions at any general meeting would be able to ensure a quorum at the Class A Meeting the Class B Meeting and the Full Shareholders’ Meeting. However despite the undertakings of the Undertaking Shareholders and the Supporting Shareholders to vote in favor of the Proposed Resolutions in favor of the Proposed Resolutions at any general meeting would ensure that they would be adopted at the Class B Meeting and the Full Shareholders’ Meeting there was no guarantee that the Class-based Resolution would be passed at the Class A Meeting. As the Company had not since its listing on the NYSE and up until the Latest Practicable Date held a general meeting it was uncertain as to whether the Class-based Resolution would be approved with sufficient support from the Company’s shareholders at the Class A Meeting. However as the proposed amendments to the Articles were for the purposes of enhancing shareholder protection and compliance with the Listing Rules the Directors did not anticipate the Proposed Resolutions would face any substantive objection from the Shareholders or any significant risk of not being passed at the Post-Listing GM. 22For the avoidance of doubt even though Article 58 of the Articles provides that the rights attached to any class of shares may be varied (a) with the consent in writing of the holders of not less than a majority of the issued shares of that class or (b) with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class the Company expected to adopt the approach in (b) rather than in (a) to seek the relevant shareholders’ approval for the Class-based Resolution at a general meeting. Also even though under the Articles a special resolution can be passed either (x) as a written resolution signed by all members entitled to vote or (y) at a general meeting of members by the affirmative vote of not less than two thirds (2/3) of all votes calculated on a fully converted basis cast by such members as being entitled to do so vote in person or where proxies are allowed by proxy at such general meeting (of which notice specifying the intention to propose the resolution as a special resolution has been duly given) the Company expects to adopt the approach in (y) rather than in (x) to seek the shareholders’ approval for the Class-based Resolution and the Non-class-based Resolution at a general meeting. This is because as a public company it would involve heavy administrative work for the Company and will be practically impossible for the Company to collect written consents from a sufficiently large number of its public shareholders.After the Listing the Company will in its annual reports confirm whether it has in the preceding financial year complied with the Corporate Governance Code set out in Appendix 14 (currently known as “Appendix C1”) to the Listing Rules to the extent required by Chapter 8A of the Listing Rules. In the event of any failure to adhere to the requirements of Chapter 8A of the Listing Rules as determined by the Stock Exchange the Stock Exchange may as it considers necessary for the protection of the investors or the maintenance of an orderly market and in addition to any other action that the Stock Exchange considers appropriate under the Listing Rules exercise absolute discretion to: (1) direct a trading halt or suspend dealings of any securities of the Company or cancel the listing of any securities of the Company as set out in Rule 6.01 of the Listing Rules; (2) impose the disciplinary sanctions set out in Rule 2A.09 of the Listing Rules against the parties set out in Rule 2A.10 of the Listing Rules; (3) withhold (a) approval for an application for the listing of securities; and/or (b) clearance for the issuance of a circular to the Company’s shareholders unless and until all necessary steps have been taken to address the non-compliance as directed by the Stock Exchange to its satisfaction. 23USE OF U.S. GAAP Rules 4.10 and 4.11 of and note 2.1 to paragraph 2 of the Appendix 16 (currently known as “Appendix D2”) to the Listing Rules require the Company to prepare its financial statements in the prospectus and the subsequent financial reports issued after listing to be in conformity with: (a) Hong Kong Financial Reporting Standards (“HKFRS”); (b) IFRS; or (c) China Accounting Standards for Business Enterprises in the case of companies incorporated in China. Rule 19.12 requires an accountant’s report of an overseas issuer to have been audited to a standard comparable to that required by the Hong Kong Institute of Certified Public Accountants or by the International Auditing and Assurance Standards Board of the International Federation of Accountants. Rule 19.13 states that accountants’ reports are required to conform with financial reporting standards acceptable to the Stock Exchange which are normally HKFRS or IFRS. Rule 19.14 states that where the Stock Exchange allows a report to be drawn up otherwise than in conformity with HKFRS or IFRS the report will be required to conform with financial reporting standards acceptable to the Stock Exchange. In such cases the Stock Exchange will normally require the report to contain a reconciliation statement setting out the financial effect of the material differences (if any) from either HKFRS or IFRS. Rule 19.25A states that the annual accounts are required to conform with financial reporting standards acceptable to the Stock Exchange which are normally HKFRS or IFRS. Where the Stock Exchange allows annual accounts to be drawn up otherwise than in conformity with HKFRS or IFRS the annual accounts will be required to conform with financial reporting standards acceptable to the Stock Exchange. In such cases the Stock Exchange will normally require the annual accounts to contain a reconciliation statement setting out the financial effect of the material differences (if any) from either HKFRS or IFRS.As a company listed on the NYSE the Company uses Generally Accepted Accounting Principles in the U.S. or the U.S. GAAP and corresponding audit standards for the filing of its financial statements with the SEC as determined by the United States Public Company Accounting Oversight Board. U.S. GAAP is well recognized and accepted by the international investment community particularly among technology companies and significant progress has been made in the convergence between U.S. GAAP and IFRS. Additionally we note that it might lead to confusion among the Company’s investors and shareholders if the Company was required to adopt different accounting standards for its disclosures in Hong Kong from those in the U.S. aligning the accounting standards used for disclosures in both markets will alleviate any such confusion.Our Company has applied to the Stock Exchange for and the Stock Exchange has granted a waiver from strict compliance with the requirements of Rules 4.10 4.11 19.13 and 19.25A of and note 2.1 to paragraph 2 of the Appendix 16 (currently known as “Appendix D2”) to the Listing Rules to allow the financial statements and accountants’ report in the listing document to be prepared based on U.S. GAAP subject to the following conditions: (a) the Company will include (i) a description of the relevant key differences between U.S.GAAP and IFRS; and (ii) a statement showing the financial effect of any material differences between the financial statements during the track record period prepared using U.S. GAAP and IFRS (“Reconciliation Statement”) in the accountants’ report with a view to enabling investors to appraise the impact of the two accounting standards on the Company’s financial statements; such Reconciliation Statement is included as a note to the audited accountants’ report; 24(b) the Company will include a similar Reconciliation Statement mentioned in paragraph (a) above for its interim and annual reports issued after its Listing on the Stock Exchange; such Reconciliation Statements will be included as a note to the audited financial statements in the annual reports or reviewed financial statements in the interim reports. Where the relevant financial statements are not audited or reviewed by auditors the Reconciliation Statements required to be included as a note to such financial statements should be reviewed by its auditor in accordance with a standard comparable to International Standard on Assurance Engagements 3000 or Hong Kong Standard on Assurance Engagements 3000; (c) the Company will use HKFRS or IFRS in the preparation of the Company’s financial statements in the event that the Company is no longer listed in the U.S. or has no obligation to make financial disclosure in the U.S.; and (d) the Company will comply with Rule 4.08 19.12 19.14 of and note 2.6 to paragraph 2 of Appendix 16 (currently known as “Appendix D2”) to the Listing Rules.DEALINGS IN SHARES PRIOR TO LISTING According to Rule 9.09(b) of the Listing Rules there must be no dealing in the securities of a new applicant for which listing is sought by any core connected person of the issuer from four clear business days before the expected hearing date until listing is granted (the “Relevant Period”).The Company had over 20 subsidiaries and Consolidated Affiliated Entity as of December 31 2021 and its ADSs are widely held publicly traded and listed on the NYSE. The Company considers that it is therefore not in a position to control the investment decisions of its shareholders or the investing public in the U.S. To the Company’s knowledge and based on public filings with the SEC as of the Latest Practicable Date Mr. Wang Mr. Chen and Mr. Zhou (together as the Company’s Controlling Shareholders) holding Shares of the Company through a number of intermediaries companies held more than 10% of the voting rights of the Company. In addition after Listing NEA (through the Class A Ordinary Shares held by New Enterprise Associates 14 L.P. and NEA 15 Opportunity Fund L.P.) and Tencent (through Class A Ordinary Shares held by Tencent Mobility Limited and the Class A Ordinary Shares represented by ADSs owned by Image Frame Investment (HK) Limited) are core connected persons and will be entitled to more than 10% of the voting rights of the Company on the basis that each Share entitles the Shareholder to one vote per Share with respect to shareholder resolutions relating to Reserved Matters.Further for a company whose securities are listed and traded in the U.S. the Company notes that it is a common practice for substantial shareholders and corporate insiders including directors chief executives and other members of management to set up trading plans that meet the requirements of Rule 10b5-1 under the U.S. Exchange Act (the “Rule 10b5-1 Plan(s)”) to buy or sell the company’s securities. A Rule 10b5-1 Plan is a written plan set up with a broker to trade securities that (a) is entered into at a time when the person trading the securities is not aware of any material non-public information; (b) specifies the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; and (c) does not allow the person trading the securities to exercise any subsequent influence over how when or whether to effect purchases or sales. Persons who trade securities pursuant to a Rule 10b5-1 Plan have an affirmative defense against insider trading allegations under U.S. securities law.On the basis of the above the Company considers that the following categories of persons (collectively the “Permitted Persons”) should not be subject to the dealing restrictions set out in Rule 9.09(b) of the Listing Rules: (a) Mr. Wang Mr. Chen and Mr. Zhou the Company’s Controlling Shareholders in respect of their dealings pursuant to any Rule 10b5-1 Plans that have been set up prior to the Relevant Period (“Category 1”); 25(b) the Company’s Directors other than Mr. Wang Mr. Chen and Mr. Yang and the directors and chief executives of its significant subsidiaries and Consolidated Affiliated Entity (that are subsidiaries and Consolidated Affiliated Entity that are not “insignificant subsidiaries” as defined under the Listing Rules “Significant Subsidiaries” the aggregate revenue of which amounted to 99.4% 96.9% and 90.5% of the Group’s total revenue for each of the years ended December 31 2019 2020 and 2021 respectively and the aggregate total assets of which amounted to 44.1% 88.8% and 88.4% of the Group’s total assets as of 31 December 2019 2020 and 2021(Note)) in respect of (i) their respective use of the Shares as security (including for the avoidance of doubt using their respective shares as security in connection with entering into financing transactions during the Relevant Period as well as satisfying any requirements to top-up security under the terms of financing transactions entered into prior to the Relevant Period) provided that there would be no change in the beneficial ownership of the Shares at the time of entering into any such transactions during the Relevant Period and (ii) their respective dealings pursuant to Rule 10b5-1 Plans that have been set up prior to the Relevant Period (“Category 2”); (c) directors chief executives and substantial shareholders of the Company’s insignificant subsidiaries (as defined under the Listing Rules) and their close associates (“Category 3”); and (d) any other person (whether or not an existing Shareholder) who may as a result of dealings become the Company’s substantial shareholder and who is not its director or chief executive or a director or chief executive of the Company’s subsidiaries and Consolidated Affiliated Entity or their close associates (“Category 4”).Note: A substantial amount of fund raised through issuance of Series D preferred shares were transferred from the Company to a Significant Subsidiary in 2020 hence resulting in the increase of percentage accounted for the Significant Subsidiaries in terms of the Group’s total assets from 2019 to 2020.For the avoidance of doubt: (a) as the foreclosure enforcement or exercise of other rights by the lenders in respect of a security interest over the Shares (including for the avoidance of doubt any security interest created pursuant to any top-up of security) would be subject to the terms of the financing transaction underlying such security and not within the control of the pledgor any change in the beneficial owner of the Shares during the Relevant Period resulting from the foreclosure enforcement or exercise of other rights by the lenders in respect of such security interest will not be subject to Rule 9.09(b) of the Listing Rules; (b) persons in Category 1 and Category 2 who (i) use their respective Shares other than as described in this sub-section headed “Dealings in Shares prior to Listing” or (ii) who are not dealing in the Company’s securities according to Rule 10b5-1 Plans set up before the Relevant Period are subject to the restrictions under Rule 9.09(b) of the Listing Rules; and (c) no share was pledged as security in connection with financing transactions by any person under Category 1 and Category 2 as at 31 December 2021 and the Latest Practicable Date.We have applied for and the Stock Exchange has granted a waiver from strict compliance with Rule 9.09(b) of the Listing Rules to be granted on the following conditions: 26(a) Categories 1 and 2 of the Permitted Persons who entered into Rule 10b5-1 Plans have no discretion over dealings in the Company’s ADSs after the plans have been entered into.Where Category 2 of the Permitted Persons use the Shares as security other than those set out in the waiver above there will be no change in the beneficial ownership of the Shares at the time of entering into the relevant transactions during the Relevant Period; (b) Categories 3 and 4 of the Permitted Persons do not have any influence over the Global Offering and do not possess any non-public inside information of the Company given that such persons are not in a position with access to information that is considered material to the Company taken as a whole. Given the large number of the Company’s subsidiaries and Consolidated Affiliated Entity and its vast ADS holder base the Company and its management do not have effective control over the investment decisions of Categories 3 and 4 of the Permitted Persons in its ADSs; (c) the Company will promptly release any inside information to the public in the United States and Hong Kong in accordance with the relevant laws and regulations of the U.S. and Hong Kong. Accordingly the Permitted Persons (other than Category 1 and Category 2 persons) are not in possession of any non-public inside information of which the Company is aware and will not have any influence over the Global Offering; (d) the Company will notify the Stock Exchange of any breaches of the dealing restrictions by any of its core connected persons during the Relevant Period when it becomes aware of the same other than dealings by the core connected persons who are Permitted Persons within the permitted scopes set out above; and (e) prior to the Listing Date other than within the permitted scopes set out above the Company’s directors and chief executive and the directors and chief executives of its Significant Subsidiaries and their close associates will not deal in the Shares or the ADSs during the Relevant Period provided that such prohibited dealing in the Shares shall not include the granting vesting payment or exercise (as applicable) of incentive and non-statutory options restricted shares dividend equivalents and share payments under the Group’s share incentive plans.The Company believes that the circumstances relating to this waiver align with those set out in the Stock Exchange’s Guidance Letter HKEX-GL42-12 (currently known as Chapter 4.14 of the Guide for New Listing Applicants) and the grant of this waiver will not prejudice the interests of potential investors.SUBSCRIPTION FOR SHARES BY EXISTING SHAREHOLDERS Rule 2.03(2) of the Listing Rules provides that the issue and marketing of securities should be conducted in a fair and orderly manner.Rule 10.04 of the Listing Rules requires that existing shareholders may only subscribe for or purchase any securities for which listing is sought that are being marketed by or on behalf of a new applicant either in his or its own name or through nominees if the conditions in Rule 10.03of the Listing Rules are fulfilled. Paragraph 5(2) of Appendix 6 (currently known as “AppendixF1”) to the Listing Rules states that without the prior written consent of the Stock Exchange no allocations will be permitted to be made to directors or existing shareholders of a listing applicant or their close associates whether in their own names or through nominees unless the conditions set out in Rules 10.03 and 10.04 are fulfilled. 27The conditions in Rules 10.03(1) and (2) of the Listing Rules are as follows: (a) that no securities are offered to the subscribers or purchasers on a preferential basis and no preferential treatment is given to them in the allocation of the securities; and (b) that the minimum prescribed percentage of public shareholders required by Rule 8.08(1) of the Listing Rules is achieved.The Stock Exchange’s Guidance Letter HKEX-GL85-16 (currently known as Chapter 4.15 of the Guide for New Listing Applicants) provides that the Stock Exchange will consider granting a waiver from Rule 10.04 and consent pursuant to paragraph 5(2) of Appendix 6 (currently known as “Appendix F1”) to the Listing Rules allowing an applicant’s existing shareholders or their close associates to participate in an initial public offering if any actual or perceived preferential treatment arising from their ability to influence the applicant during the allocation process can be addressed.The Company has been listed on the NYSE since March 2021 and has a wide and diverse shareholder base. There is a robust level of trade in the Company’s securities with significant daily trading volume resulting in daily changes to its existing shareholders. The Company is not in a position to prevent any person or entity from acquiring its listed securities prior to the allocation of shares in connection with the Global Offering. It would therefore be unduly burdensome for the Company to seek the prior consent of the Stock Exchange for each of its existing shareholders or their close associates who subscribe for Offer Shares in the Global Offering.The Company confirms that Category 3 of the Permitted Persons (as defined in the sub-section headed “Dealings in Shares Prior to Listing” above) and any person (whether or not an existing Shareholder of the Company) who may as a result of dealings become the Company’s Shareholder and who is not a director or chief executive of the Company or its subsidiaries and Consolidated Affiliated Entity or any of their close associates (including Category 4 of the Permitted Persons (as defined in the sub-section headed “Dealings in Shares Prior to Listing” above)) had no influence over the Global Offering and was not in possession of any non-public inside information and were effectively in the same position as any other public investors of the Company. The aforementioned persons (other than those who are interested in 5% or more of the Company’s voting rights as disclosed in public filings with the SEC at the relevant times) and other public investors whowould subscribe or purchase Shares in the Global Offering are referred to as “Permitted ExistingShareholders”.To the knowledge of the Company and based on public filings with the SEC available as of the Latest Practicable Date other than NEA (through the Class A Ordinary Shares held by New Enterprises Associates 14 L.P. and NEA 15 Opportunity Fund L.P.) the Company had no shareholder who was not an entity controlled by a director and who controlled 5% or more of the Company’s voting rights.For the avoidance of doubt without taking into account the voting rights attached to the 25691894 Class A Ordinary Shares (as of the Latest Practicable Date) held by the Depositary which may be used to satisfy any future exercise or vesting of awards granted under the 2015 Equity Incentive Plan Tencent (through the Class A Ordinary Share held by Tencent Mobility Limited and the Class A Ordinary Shares represented by ADSs owned by Image Frame Investment (HK) Limited) owned (a) approximately 3.52% of the effective voting rights of the Company on the basis that Class A Ordinary Shares entitle the Shareholder to one vote per Share and Class B Ordinary Shares entitle the Shareholder to fifteen votes per Share; and (b) approximately 10.21% of our issued Shares. 28Given that among others (i) as at the Latest Practicable Date and before the Listing Tencent was not entitled to exercise 5% or more effective voting rights on all matters subject to vote at general meetings of our Company; (ii) as at the Latest Practicable Date and before the Listing Tencent was not a core connected person of our Company nor a close associate of a core connected person of our Company; and (iii) Tencent did not have any power to appoint any Director to the Board did not have any Directors appointed to represent its interest in the Company and did not have any other special rights Tencent was a Permitted Existing Shareholder and would be subject to the same conditions in respect of the restrictions on other Permitted Existing Shareholders as mentioned below. After the Listing Tencent becomes a substantial shareholder and a core connected person on the basis that it would be entitled to exercise 10% or more effective voting rights in our Company with respect to shareholder resolutions relating to the Reserved Matters after Listing.The Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the requirements of Rule 10.04 and Paragraph 5(2) of Appendix 6 (currently known as “Appendix F1”) to the Listing Rules in respect of the restriction on each Permitted Existing Shareholder subject to the following conditions: (a) each Permitted Existing Shareholder is interested in less than 5% of the Company’s voting rights immediately before the Listing; (b) as at the Latest Practicable Date and before the Listing other than the Categories 3 and 4 of the Permitted Persons each Permitted Existing Shareholder is not a core connected person of our Company or a close associate of a core connected person of our Company; (c) each Permitted Existing Shareholder is neither a director nor member of the senior management of the Company or its subsidiaries and Consolidated Affiliated Entity or any of their close associates; (d) the Permitted Existing Shareholders do not have the power to appoint directors of or any other special rights in the Company; (e) the Permitted Existing Shareholders do not have influence over the offering process and will be treated the same as other applicants and placees in the Global Offering; (f) the Permitted Existing Shareholders will be subject to the same book-building and allocation process as other investors in the Global Offering; (g) no preferential treatment will be given to the Permitted Existing Shareholders in the allocation process by virtue of their relationship with the Company. Each of the Company the Joint Bookrunners and the Joint Sponsors (based on its discussions with the Company the Joint Bookrunners and the Joint Sponsors and the confirmations required to be submitted to the Stock Exchange by the Company the Joint Bookrunners and the Joint Sponsors) will or have confirmed to the Stock Exchange in writing that to the best of its knowledge and belief that no preferential treatment has been nor will be given to the Permitted Existing Shareholders as a placee in the International Offering by virtue of their relationship with the Company; and (h) the minimum prescribed percentage of public shareholders required by Rule 8.08(1) of the Listing Rules is achieved. 29The Company expects that save for Categories 3 and 4 of the Permitted Persons are core connected persons of the Company all the conditions set out in paragraph 4.20 of Guidance Letter HKEX-GL85-16 (currently known as paragraph 13 of Chapter 4.15 of the Guide for New Listing Applicants) will be satisfied and details of allocation will be disclosed in the prospectus (for cornerstone investors (if any)) and allotment results announcement (for cornerstone investors (if any) and placees) and in any event no actual or perceived preference will be given to the Permitted Existing Shareholders due to their existing shareholdings in the Company.EXERCISE PRICE OF OPTIONS TO BE GRANTED PURSUANT TO THE 2015 EQUITY INCENTIVE PLAN AFTER THE LISTING Note (1) to Rule 17.03(9) of the Listing Rules stated that the exercise price of an option must be at least the higher of: (i) the closing price of the securities as stated in the Stock Exchange’s daily quotations sheet on the date of grant which must be a business day; and (ii) the average closing price of the securities as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant (currently Rule 17.03E of the Listing Rules states that the exercise price of an option must be at least the higher of: (i) the per-share closing price of the shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant which must be a business day; (ii) the average per-share closing price of the shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant; and (iii) the nominal value of a Class A Ordinary Share).Since the listing of the Company’s ADSs on the NYSE on March 18 2021 it has been the Company’s practice to issue options exercisable into ADSs under the 2015 Equity Incentive Plan and the Company will continue to issue options exercisable into ADSs after the Listing. By definition ADSs are denominated in U.S. dollars and the exercise price for options with respect to ADSs will necessarily be presented in U.S. dollars. Pursuant to the waiver from strict compliance with Rules 4.10 4.11 19.13 and 19.25A of and Note 2.1 to Paragraph 2 of Appendix 16 (currently known as “Appendix D2”) of the Listing Rules described under the sub-section headed “－Use ofU.S. GAAP” above the Company will continue to prepare its accounts based on U.S. GAAP after the Listing in line with its established practice of granting options with exercise prices and RSUs with grant values denominated in U.S. dollars and tied to the market price of its NYSE-traded ADSs.On the basis that (a) the method for determining the exercise price of the options based on the market price of ADSs substantially replicates the requirement in Rule 17.03E of the Listing Rules and (b) it has been the Company’s practice to issue options exercisable into ADSs with exercise prices denominated in U.S. dollars and the Company will continue to grant options under the 2015 Equity Incentive Plan with exercise prices based on the market price of its ADSs which are denominated in U.S. dollars after the Listing the Company has applied for and the Stock Exchange has granted a waiver from strict compliance with Rule 17.03E of the Listing Rules such that the Company be able to determine the exercise price for grants under its share option schemes based on the higher of: (i) the per-share closing price of the Company’s ADSs on the NYSE on the date of grant which must be a NYSE trading day; and (ii) the average per-share closing price of the Company’s ADSs on the NYSE for the five NYSE trading days immediately preceding the date of grant subject to the condition that the Company shall not issue any share options with an exercise price denominated in Hong Kong dollars unless such exercise price complies with Rule 17.03E of the Listing Rules. 30WAIVER AND EXEMPTION IN RELATION TO THE 2015 EQUITY INCENTIVE PLAN Rule 17.02(1)(b) of the Listing Rules required a listing applicant to inter alia disclose in the Prospectus full details of all outstanding options and their potential dilution effect on the shareholdings upon listing as well as the impact on the earnings per share arising from the exercise of such outstanding options (currently requires a listing applicant to inter alia disclose in the Prospectus full details of all outstanding options and awards and their potential dilution effect on the shareholdings upon listing as well as the impact on the earnings per share arising from the issue of shares in respect of such outstanding options or awards).Paragraph 27 of Appendix 1A (currently known as “Appendix D1A”) to the Listing Rules requires a listing applicant to disclose inter alia particulars of any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option including the consideration for which the option was or will be granted and the price and duration of the option and the name and address of the grantee or an appropriate negative statement provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof or to employees under a share option scheme it shall be sufficient so far as the names and addresses are concerned to record that fact without giving the names and addresses of the grantees.Under section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance the prospectus must state the matters specified in Part I of the Third Schedule.Under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance the number description and amount of any shares in or debentures of the company which any person has or is entitled to be given an option to subscribe for together with the particulars of the option that is to say (a) the period during which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under it; (c) the consideration (if any) given or to be given for it or for the right to it; and (d) the names and addresses of the persons to whom it or the right to it was given or if given to existing shareholders or debenture holders as such the relevant shares or debentures must be specified in the prospectus.As of the Latest Practicable Date our Company had granted outstanding options under the 2015 Equity Incentive Plan to 551 grantees (including Directors and other grantees of our Group) to subscribe for an aggregate of 59763675 Class A Ordinary Shares. As of the Latest Practicable Date among the outstanding options the Directors connected persons and grantees of our Group (who are not Directors members of senior management or connected persons of the Company) were granted options to subscribe for 16600000 500000 and 42663675 Class A Ordinary Shares respectively. The Class A Ordinary Shares underlying the granted options represent approximately 10.33% of the total number of Shares in issue immediately after completion of the Global Offering (assuming the Over-allotment Option is not exercised and no further Shares are issued under the 2015 Equity Incentive Plan). No further options would be granted pursuant to the 2015 Equity Incentive Plan between the Latest Practicable Date (for the purpose of the final prospectus) and the Listing. For further details of our 2015 Equity Incentive Plan see the section headed “Statutory and General information – 1. The 2015 Equity Incentive Plan” in Appendix IV to the Prospectus. 31We have applied to (i) the Stock Exchange for a waiver from strict compliance with the requirements under Rule 17.02(1)(b) of the Listing Rules and paragraph 27 of Appendix 1A (currently known as “Appendix D1A”) to the Listing Rules and (ii) the SFC for an exemption from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance pursuant to section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in connection with the disclosure of certain details relating to the options and certain grantees in the Prospectus on the ground that the waiver and the exemption will not prejudice the interest of the investing public and strict compliance with the above requirements would be unduly burdensome for our Company for the following reasons among others: (a) as of the Latest Practicable Date we had granted outstanding options to a total of 551 grantees under the 2015 Equity Incentive Plan to acquire an aggregate of 59763675 Class A Ordinary Shares representing approximately 10.33% of the total number of Shares in issue immediately after completion of the Global Offering (assuming the Over-allotment Option is not exercised and no further Shares are issued under the Equity Incentive Plan). The grantees under the 2015 Equity Incentive Plan include three Directors a connected person and 547 grantees of our Group (who are not Directors members of senior management or connected persons of our Company); (b) our Directors consider that it would be unduly burdensome to disclose in the Prospectus full details of all the options granted by us to each of the grantees which would significantly increase the cost and time required for information compilation and prospectus preparation for strict compliance with such disclosure requirements. For example we would need to collect and verify the addresses of over 540 grantees to meet the disclosure requirement. Further the disclosure of the personal details of each grantee including their names addresses and the number of options granted may require obtaining consent from the grantees in order to comply with personal data privacy laws and principles and it would be unduly burdensome for our Company to obtain such consents given the number of grantees; (c) material information on the options has been disclosed in the Prospectus to provide prospective investors with sufficient information to make an informed assessment of the potential dilutive effect and impact on earnings per Share of the options in making their investment decision and such information includes: (i) a summary of the latest terms of the 2015 Equity Incentive Plan; (ii) the aggregate number of Class A Ordinary Shares subject to the options and the percentage of our Shares of which such number represents; (iii) the dilutive effect and the impact on earnings per Share upon full exercise of the options immediately following completion of the Global Offering (assuming the Over-allotment Option is not exercised and no further Shares are issued under the 2015 Equity Incentive Plan); (iv) full details of the options granted to Directors and members of the senior management (if any) connected persons (if any) of our Company and grantees who are granted options to subscribe 3000000 or more Class A Ordinary Shares on an individual basis are disclosed in the Prospectus and such details include all the particulars required under Rule 17.02(1)(b) of the Listing Rules paragraph 27 of Appendix 1A (currently known as “Appendix D1A”) to the Listing Rules and paragraph 10 of Part 1 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance; 32(v) with respect to the options granted to other grantees (other than those referred to in (iv) above) disclosure are made in the Prospectus on an aggregate basis categorized as lots based on the number of Class A Ordinary Shares underlying each individual grants being (i) 1 to 99999 Class A Ordinary Shares; (ii) 100000 to 499999 Class A Ordinary Shares; (iii) 500000 to 999999 Class A Ordinary Shares; (iv) 1000000 to 1999999 Class A Ordinary Shares and (v) 2000000 or above Class A Ordinary Shares the following details will be disclosed in the Prospectus including the aggregate number of such grantees and the number of Class A Ordinary Shares subject to the options the consideration paid for the grant of the options and the exercise period and the exercise price for the options; and (vi) the particulars of the waiver and exemption granted by the Stock Exchange and the SFC respectively the above disclosure is consistent with the conditions ordinarily expected by the Stock Exchange in similar circumstances as set out in Guidance Letter HKEX – GL11-09 (currently known as Chapter 3.6 of the Guide for New Listing Applicants) issued in July 2009 and updated in March 2014 by the Stock Exchange; (d) the 545 grantees who are not Directors members of the senior management or connected persons of the Company and who are granted options to subscribe for less than 3000000 Class A Ordinary Shares have been granted options under the 2015 Equity Incentive Plan to acquire an aggregate of 33523675 Class A Ordinary Shares which is not material in the circumstances of our Company and the exercise in full of such options will not cause any material adverse change in the financial position of our Company; (e) our Directors consider that non-compliance with the above disclosure requirements would not prevent our Company from providing potential investors with sufficient information for an informed assessment of the activities assets liabilities financial position management and prospects of our Group; and (f) a full list of all the grantees containing all details as required under Rule 17.02(1)(b) of the Listing Rules paragraph 27 of Appendix 1A (currently known as “Appendix D1A”) to the Listing Rules and paragraph 10 of Part I of the Third Schedule would be made available forinspection in accordance with the section headed “Appendix V – Documents Delivered to theRegistrar of Companies in Hong Kong and Available for Inspection” in the Prospectus.The Stock Exchange has granted us a waiver from strict compliance with the relevant requirements under the Listing Rules subject to the conditions that disclosure in respect of the information referred to in paragraph (c) above has been made in the Prospectus.The SFC has granted us a certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance subject to the conditions that: (a) full details of the options under the 2015 Equity Incentive Plan granted to our Directors members of the senior management (if any) connected persons (if any) of the Company and grantees who are granted options to subscribe for 3000000 or more Class A Ordinary Shares will be disclosed in the Prospectus and such details include all the particulars required by paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance; 33(b) in respect of the options granted under the 2015 Equity Incentive Plan to grantees other than those referred to in (a) above disclosure are made in the Prospects on an aggregate basis categorized as lots based on the number of Class A Ordinary Shares underlying each individual grants being (i) 1 to 99999 Class A Ordinary Shares; (ii) 100000 to 499999 Class A Ordinary Shares; (iii) 500000 to 999999 Class A Ordinary Shares; (iv) 1000000 to 1999999 Class A Ordinary Shares and (v) 2000000 or above Class A Ordinary Shares the following details including (i) the aggregate number of such grantees and the number of Shares subject to the options granted to them under the 2015 Equity Incentive Plan (ii) the consideration paid for the grant of the options under the 2015 Equity Incentive Plan and (iii) the exercise period and the exercise price for the options granted under the 2015 Equity Incentive Plan; (c) a full list of all the grantees (including the persons referred to in (a) above) who have been granted options to subscribe for Shares under the 2015 Equity Incentive Plan containing all the particulars as required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance be made available forinspection in accordance with the section headed “Appendix V – Documents Delivered to theRegistrar of Companies in Hong Kong and Available for Inspection” in the Prospectus; and (d) the particulars of the exemption be set forth in the Prospectus and that the Prospectus would be issued on or before June 22 2022.DISCLOSURE OF OFFER PRICE Paragraph 15(2)(c) of Part A of Appendix 1 (currently known as “Appendix D1A”) to the Listing Rules provides that the issue price or offer price of each security must be disclosed in the listing document.As the Company’s ADSs are listed and traded on the NYSE with a view to aligning the interest of securities holders in both United States and Hong Kong the Public Offer Price would be determined with reference to among other factors the closing price of the Company’s ADSs on the NYSE on the last trading day on or before the Price Determination Date. The market price of the Company’s ADSs traded on the NYSE is subject to various factors including the overall market conditions the global economy the industry updates etc. and is not within the control of the Company.Setting a fixed price or a price range with a low-end offer price per Offer Share may be regarded by the investors and shareholders of the Company as an indication of the current market value of the Shares which may adversely affect the market price of the ADSs of the Company and the Offer Shares.Further the International Offer Price may be set at a level higher than the maximum Public Offer Price if (a) the Hong Kong dollar equivalent of the closing trading price of the ADSs on the NYSE on the last trading day on or before the Price Determination Date (on a per-Share converted basis) were to exceed the maximum Public Offer Price as stated in the Prospectus and/or (b) the Company believes that it is in the best interest of the Company as a listed company to set the International Offer Price at a level higher than the maximum Public Offer Price based on the level of interest expressed by professional and institutional investors during the bookbuilding process and if the International Offer Price is set at or lower than the maximum Public Offer Price the Public Offer Price must be set at such price which is equal to the International Offer Price. In no circumstances would the Public Offer Price be set above the maximum Public Offer Price as stated in the Prospectus or the International Offer Price. 34There is sufficient disclosure in the Prospectus in relation to the pricing mechanism above as the Prospectus contains (i) the time for determination of the Public Offer Price and form of its publication; (ii) the historical prices of the Company’s ADSs and trading volume on the NYSE; and (iii) the source for investor to access the latest market price of the Company’s ADSs in the section headed “Structure of the Global Offering – Pricing and Allocation” in the Prospectus to provide sufficient information to the investors.Given in no circumstances would the Public Offer Price for the Hong Kong Offer Shares be greater than the maximum Public Offer Price as stated in the Prospectus and the GREEN Application Form and the Company would disclose the maximum Public Offer Price for the Hong Kong Offer Shares in the Prospectus. On this basis disclosure of a maximum Public Offer Price which provides clear indication of the maximum subscription consideration which a potential investor shall pay for Hong Kong Offer Shares complies with the requirements prescribed under Paragraph 10(b) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance to specify the price to be paid for shares subscribed for in the Prospectus.Based on the above we have applied for and the Stock Exchange has granted us a waiver fromstrict compliance with paragraph 15(2)(c) of Part A of Appendix 1 (currently known as “AppendixD1A”) to the Listing Rules.TIMING REQUIREMENT OF LIQUIDITY DISCLOSURE Paragraph 32 of Part A of Appendix 1 (currently known as “Appendix D1A”) to the Listing Rules requires a listing document to include a statement (or an appropriate negative statement) of anew applicant’s indebtedness as at a specified most recent practicable date (the “Most RecentPracticable Date”) and a commentary on its liquidity financial resources and capital structure (together the “Liquidity Disclosure”).In accordance with Stock Exchange’s Guidance Letter HKEX-GL37-12 (currently known as Chapter 3.11 of the Guide for New Listing Applicants) (“GL37-12”) the Stock Exchange normally expects that the Most Recent Practicable Date for the Liquidity Disclosure including among other things commentary on liquidity and financial resources such as net current assets (liabilities) position and management discussion on this position in a listing document to be dated no more than two calendar months before: (a) the date of the application proof of the listing document and (b) the final date of the listing document.As the Prospectus was published in June 2022 the Company would otherwise be required to make the relevant indebtedness and liquidity disclosures no earlier than April 2022 pursuant to GL37-12.Given that the Company has included in the Prospectus unaudited quarterly financial information for the three months ended March 31 2022 reviewed by our reporting accountant it would be unduly burdensome for the Company to re-arrange information for similar liquidity disclosures on a consolidated basis shortly after the end of the Company’s first financial quarter in the year ending December 31 2022. For a detailed commentary on the Group’s liquidity position please refer to the paragraph headed “Financial Information – Liquidity and Capital Resources” and “－Working Capital” in the Prospectus.As a NYSE listed company the Company announces financial results at the end of each year andmay announce quarterly financial results at the end of each quarter (the “quarter-end cut-offdates”) of its financial year and may routinely include certain liquidity disclosure in such quarterly results (the “routine quarterly liquidity disclosures”). 35Strict compliance with the Liquidity Disclosure requirements would constitute an additional one-off disclosure by the Company of its liquidity position on a date which would otherwise not be required to be disclosed to investors in the U.S. under applicable U.S. regulations and NYSE rules.Such one-off disclosure as of a cut-off date other than the quarter-end cut-off dates would deviate from its customary practice and that of other NYSE listed companies and would likely confuse the Company’s existing investors.In any event if there are any material changes to such disclosures the Company would be required to make an announcement pursuant to U.S. regulations and NYSE rules and disclose relevant material facts in the Prospectus pursuant to the Listing Rules.In the event that there is no material change to such disclosures any similar disclosures made pursuant to GL37-12 would not give additional meaningful information to investors.The Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the timing requirement for the Liquidity Disclosure in the Prospectus under Paragraph 32 of Part A of Appendix 1 (currently known as “Appendix D1A”) to the Listing Rules such that to allow the Company to rely on its financial information as at March 31 2022 for the disclosure of the Company’s indebtedness and liquidity information in the Prospectus.CONNECTED TRANSACTIONS We have entered into certain transactions which will constitute continuing connected transactions of our Company under the Listing Rules following the completion of the Global Offering. We have applied to the Stock Exchange for and the Stock Exchange has granted a waiver from strict compliance with (where applicable) (i) the announcement and independent shareholders’ approval requirements (ii) the annual cap requirement and (iii) the requirement of limiting the term of the continuing connected transactions set out in Chapter 14A of the Listing Rules for such continuing connected transactions. For further details in this respect please refer to the section headed “Connected Transactions” in the Prospectus.WAIVER IN RELATION TO COMPANY ACQUIRED AFTER THE TRACK RECORD PERIOD Rules 4.04(2) and (4) of the Listing Rules require that the new applicant include in its accountants’ report the results and balance sheet of any business or subsidiary acquired agreed or proposed to be acquired since the date to which its latest audited accounts have been made up in respect of each of the three financial years immediately preceding the issue of the listing document.Pursuant to note (4) of Rule 4.04(4) of the Listing Rules the Stock Exchange may consider an application for a waiver of Rules 4.04(2) and (4) of the Listing Rules taking into account the following factors.(a) That all the percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) are less than 5% by reference to the most recent audited financial year of the new applicant’s trading record period; (b) if the acquisition will be financed by the proceeds raised from a public offer the new applicant has obtained a certificate of exemption from the SFC in respect of the relevant requirements under paragraphs 32 and 33 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance; and 36(c) (i) where a new applicant’s principal activities involve the acquisition of equity securities (the Stock Exchange may require further information where securities acquired are unlisted) the new applicant is not able to exercise any control and does not have any significant influence over the underlying company or business to which Rules 4.04(2) and 4.04(4) of the Listing Rules relate and has disclosed in its listing document the reasons for the acquisition and a confirmation that the counterparties and their respective ultimate beneficial owners are independent of the new applicant and its connected persons. In this regard “control” means the ability to exercise or control the exercise of 30% (or any amount specified in the Hong Kong Code on Takeovers and Mergers as the level for triggering a mandatory general offer) or more of the voting power at general meeting or being in a position to control the composition of a majority of the board of directors of the underlying company or business; or (ii) with respect to an acquisition of a business (including acquisition of an associated company and any equity interest in a company other than in the circumstances covered under sub-paragraph (a) above) or a subsidiary by a new applicant the historical financial information of such business or subsidiary is unavailable and it would be unduly burdensome for the new applicant to obtain or prepare such financial information; and the new applicant has disclosed in its listing document information required for the announcement for a discloseable transaction under Rules 14.58 and 14.60 of the Listing Rules on each acquisition. In this regard “unduly burdensome” will be assessed based on each new applicant’s specific facts and circumstances (e.g. why the financial information of the acquisition target is not available and whether the new applicant or its controlling shareholder has sufficient control or influence over the seller to gain access to the acquisition target’s books and records for the purpose of complying with the disclosure requirements under Rules 4.04(2) and 4.04(4) of the Listing Rules).Background of the acquisition Since December 31 2021 (being the date to which our latest audited accounts have been made up as at the date of the Prospectus) and up to the Latest Practicable Date our Group proposed to make the strategic minority investment in the following company (the “Investment”): Percentage of pro forma shareholding/equity interest acquired/ Date of to be acquired Investee Date of Amount of Consideration completion of after completion of No. company agreement consideration settlement date the investment the transaction Principal business 1. Company A February 21 2022 RMB10000000 March 14 2022 March 14 2022 0.53% Design research and development and sale of communication chips 37The consideration for the Investment was determined through the arms’ length negotiations based on the valuation negotiated by lead investor with reference to the target company’s prospects. The investment has been settled by the Group in cash using our internal resources with no guarantee or security given or required. The consideration has been settled at the same time as the date of completion. There has been no arrangement for payment on a deferred basis. To the best of the knowledge information and belief of our Directors having made all reasonable enquiries Company A and its ultimate beneficial owners are third parties independent from our Group and our connected persons.The reason for the investment in Company A is to invest in business that is complementary to our business and growth strategies. Since Company A principally engages in the business of design research and development and sale of communication chips which may help us secure stable supply of chips to be integrated with modules at favourable terms we believe that the Investment could create strategic synergy and support our long-term business development.Conditions to the waivers granted by the Stock Exchange We have applied to the Stock Exchange for and the Stock Exchange has granted a waiver from strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules in respect of the Investment on the following grounds: (a) Ordinary and usual course of business and independent third parties collaboration We aim to make equity investments in related business verticals with a view to create synergies with business partners. As explained above Company A is engaged in business activities complementary with and related to the existing business of our Group. As a result we are of the view that entering into the Investment is within part of the ordinary and usual course of business of our Company. In addition to the best of our knowledge the counterparties of the Investment and their ultimate beneficial owners are third parties independent of our Company and its connected persons (as defined in Chapter 14A of the Listing Rules).(b) Immateriality Based on the financial information of Company A available to us as compared to that of our Group for the year ended December 31 2021 being our most recent audited financial year of the Track Record Period all the applicable percentage ratios under Rule 14.07 of the Listing Rules in relation to the Investment are below 5%.Accordingly we consider that the Investment is immaterial and do not expect them to have any material effect on the business financial conditions or operations of our Group. As such a waiver from strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules will not affect potential investors’ assessment of our business and future prospects when considering an investment in our Company. 38(c) Acquisition of minority interests only and absence of control As set out above we only acquire a minority equity interest in Company A. As is typical for minority investments we do not control the board of directors of Company A and therefore we are not able to exercise any control nor have any significant influence in Company A.This is expected to remain the case for any subsequent investments of additional interests or other subsequent investments (if any). Given that our Group is not able to exercise any control or have any significant influence over Company A our Company is not able to compel or it is not reasonably practicable to request Company A to cooperate with the audit work in order for our Company to comply with the relevant requirements under Rules 4.04(2) and 4.04(4)(a) of the Listing Rules. Given the immateriality of Company A to the business financial condition or operations of our Group it would also be unduly burdensome and would require considerable time and resources for our Company and our reporting accountant to prepare the necessary information and supporting documents for the purpose of disclosure of their audited financial information in the Prospectus.(d) Alternative disclosure in the Prospectus We have provided in this section alternative information in connection with the Investment.Such information includes where applicable those which would be required for a discloseable transaction under Chapter 14 of the Listing Rules including for example description of Company’s principal business activities the amount of consideration reasons for the investments and a confirmation that counterparties and the ultimate beneficial owners of the counterparties are third parties independent from our Group and our connected persons. For the avoidance of doubt the names of Company A is not disclosed in the waiver application or the Prospectus because (i) we do not have consent from Company A for such disclosure and (ii) given the competitive nature of the industry in which we operate it is commercially sensitive for our Company to disclose the identity of Company A as such disclosure may allow our competitors anticipate our plans of business growth.Our Company will not use any proceeds from the Global Offering to fund such Investment.WAIVER IN RELATION TO LAYING 2021 ANNUAL FINANCIAL STATEMENTS BEFORE MEMBERS AT AN ANNUAL GENERAL MEETING WITHIN SIX MONTHS AFTER THE END OF FINANCIAL YEAR Rule 13.46(2)(b) of the Listing Rules requires an overseas issuer to lay its annual financial statements before its members at its annual general meeting within the period of six months after the end of the financial year or accounting reference period to which the annual financial statements relate. Note 2 to Rule 13.46(2)(b) of the Listing Rules provides that if an issuer has significant interests outside of Hong Kong it may apply for an extension of the six-month period.The Company was incorporated in the Cayman Islands and has been listed on the NYSE for more than 12 months. The Company proposes to list its Class A ordinary shares on the Stock Exchange and accordingly the Company is an issuer with significant interests outside of Hong Kong. Based on the Company’s listing plan and pursuant to Rule 13.46(2)(b) of the Listing Rules the Company is required to hold its first annual general meeting (the “First AGM”) after the Listing in Hong Kong by no later than June 30 2022. 39The Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the requirement under Rule 13.46(2)(b) of the Listing Rules on the following grounds and conditions: Challenges and difficulties to comply with Rule 13.46(2)(b) of the Listing Rules The First AGM would be the first time that the Company would hold an annual general meeting after the Listing and the first time that it needed to attend to a shareholder base in different geography. The Company had not historically held any general meeting with Shareholders in both the U.S. and Hong Kong.The procedure for convening the Company’s First AGM as a company with a dual primary listing in the U.S. and Hong Kong requires global coordination among various parties including among others the principal and Hong Kong Share Registrar the ADS depositary bank and Hong Kong Securities Clearing Company Limited. This procedure would require the Company with the help of its Depositary and the Hong Kong Share Registrar to gather the mailing details of all the securities holders prepare and print the notice and proxy forms and mail physical copies to and collect vote cards from securities holders and ADS holders. This would take longer preparation time for the Company and the relevant parties to organize including complying with various timing requirements in the U.S. and Hong Kong.Since this would be the Company’s first time to convene a general meeting with both Shareholders in the U.S. and Hong Kong following the Listing additional time manpower and costs will have to be budgeted to take into account novel issues encountered by the Company and the various parties involved. The Company would face significant difficulty if it were to convene the First AGM within the period specified under Rule 13.46(2)(b) of the Listing Rules.No additional material information available to the Shareholders and the investors The Prospectus would be published on the Stock Exchange’s website in June 2022 which would include the audited financial information of the Company for the year ended December 31 2021 and other information as required by the Listing Rules. Therefore upon the issue of The Prospectus in June 2022 the Company would have provided its Shareholders with all of the information required under Rules 13.46(2)(b) as early as in June 2022.Therefore laying the annual financial statement for the year ended December 31 2021 at the First AGM within six months after the end of the financial year i.e. on or before June 30 2022 as required under Rule 13.46(2)(b) of the Listing Rules would not provide the Shareholders and potential investors with additional material information not already contained in the Prospectus.Given that all the information required under Rule 13.46(2) of the Listing Rules would be included in the Prospectus and available to its Shareholders and potential investors its Shareholders and potential investors would not be unfairly prejudiced by the Company laying its annual financial statement in an annual general meeting not within six months after the end of the year ended December 31 2021. 40Compliance with relevant laws and regulations and the Articles For the avoidance the doubt it would not be a breach of the Company’s current effective constitutional documents laws and regulations of its place of incorporation or other regulatory requirements as a result of not holding an annual general meeting in the manner prescribed by Rule 13.46(2)(b) of the Listing Rules. Section 302 of the NYSE Listed Company Manual requires that each company listing common stock or voting preferred stock and their equivalents are required to hold an annual shareholders’ meeting for the holders of such securities during each fiscal year. The NYSE allows the Company as a foreign private issuer to rely on home country practices in lieu of meeting the NYSE requirement regarding the annual general meeting.As confirmed by the Company’s legal advisor as to Cayman Islands laws the Cayman Companies Act does not require the Company to follow or comply with the requirement under the Listing Rules to hold the First AGM by June 30 2022 to lay before members the annual financial statements for the year ended December 31 2021. The Company would not breach any laws and regulations applicable to the Company currently in force in the Cayman Islands and the Articles if it does not hold the First AGM by June 30 2022.On the above basis the Company confirms that not having the First AGM prior to June 30 2022 would not result in the Company breaching the relevant requirements under the NYSE rules U.S.securities laws Cayman Islands laws or the Articles.The Company expected to hold its First AGM for the year ended December 31 2021 no later than November 30 2022 and the Company would hold an annual general meeting within six months after the end of its financial year starting with the annual general meeting for the year ended December 31 2022. 41EXERCISE PRICE OF OPTIONS TO BE GRANTED PURSUANT TO THE 2024 SHARE SCHEME Rule 17.03E of the Listing Rules states that the exercise price of options must be at least the higher of: (i) the per-share closing price of the shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant which must be a business day; (ii) the average per-share closing price of the shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant; and (iii) the nominal value of a Class A Ordinary Share.Since the listing of the Company’s ADSs on the NYSE on March 18 2021 it has been the Company’s practice to issue options exercisable into ADSs (each of which represents one underlying Class A Ordinary Share) under the 2015 Equity Incentive Plan and upon the 2024 Share Scheme having received the necessary Shareholders’ approval the Company expects to continue to issue options exercisable into ADSs under the 2024 Share Scheme.On the basis that (a) the method for determining the exercise price of the options based on the market price of ADSs substantially replicates the requirement in Rule 17.03E of the Listing Rules; (b) it has been the Company’s practice to issue options exercisable into ADSs with exercise prices denominated in U.S. dollars; (c) granting options exercisable into Class A Ordinary Shares or ADSs with exercise price determined with reference to closing price of the Company’s ADSs on the NYSE which are denominated in U.S. dollars would better reflect the intrinsic value for the underlying securities subject to the grant given that the trading volume of the securities of the Company is relatively higher on the NYSE (by way of trading of ADSs) as compared to that on the Stock Exchange; (d) the Company will continue to grant options under the 2024 Share Scheme with exercise prices based on the market price of its ADSs which are denominated in U.S. dollars which is effectively a practice consistent with the current practice of the Company; and (e) any deviation from such current practice of the Company (that is to grant options that are exercisable into Class A Ordinary Shares or ADSs with exercise price determined with reference to closing price of Class A Ordinary Shares on the Stock Exchange) may lead to confusion of the grantees the Company has applied for and the Stock Exchange has granted a waiver from strict compliance with Rule 17.03E of the Listing Rules such that the Company will able to determine the exercise price for grants under the 2024 Share Scheme based on the higher of: (i) the per-share closing price of the Company’s ADSs on the NYSE on the date of grant which must be a NYSE trading day; and (ii) the average per-share closing price of the Company’s ADSs on the NYSE for the five NYSE trading days immediately preceding the date of grant subject to the condition that the Company shall not grant any share options with an exercise price denominated in Hong Kong dollars unless such exercise price complies with Rule 17.03E of the Listing Rules. 42SECTION B FOREIGN LAWS AND REGULATIONS Our Company is incorporated in the Cayman Islands and governed by its Articles of Association as amended from time to time and subject to the Companies Act Cap.22 (Act 3 of 1961 as consolidated and revised) of the Cayman Islands as amended or supplemented or otherwise modified from time to time (the “Cayman Companies Act” or “Companies Act” ). Our ADSs are also listed in the U.S. on the New York Stock Exchange (the “NYSE”) under the symbol “TUYA”; we are considered a “foreign private issuer” and are subject to certain U.S. laws and regulations and the relevant NYSE rules.We set out below a summary of key laws and regulations that concern shareholder rights and taxation that may differ from comparable provisions in Hong Kong. This summary does not contain all applicable laws and regulations nor does it set out all the differences with laws and regulations in Hong Kong or constitute legal or tax advice.Foreign Laws and Regulations: Cayman Islands RIGHTS OF SHAREHOLDERS 1. Dividends Under our constitution The holders of ordinary shares are entitled to such dividends as may be declared by the Board of Directors. Under Cayman Islands law dividends may be declared and paid only out of funds legally available therefor namely out of either profit or the Company’s share premium account and provided further that a dividend may not be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business.Dividends received by each Class B Ordinary Share and Class A Ordinary Share in any dividend distribution shall be the same.Any dividend which remains unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the Company. 432. Voting Rights Under our constitution Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share shall be entitled to one vote and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at general meetings of the Company.A resolution put to the vote of the general meeting shall be decided by poll and not on a show of hands save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Hong Kong Listing Rules to be voted on by a show of hands. A poll shall be taken as the chairman of the meeting directs.An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. Holders of the ordinary shares may among other things divide or consolidate their shares by ordinary resolution. A special resolution requires the affirmative vote of no less than three-fourths of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to the Memorandum and Articles of Association. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of the Company as permitted by the Companies Act and the Memorandum and Articles of Association. 3. Restructuring A company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company: (a) is or is likely to become unable to pay its debts; and (b) intends to present a compromise or arrangement to its creditors (or classes thereof) either pursuant to the Companies Act the law of a foreign country or by way of a consensual restructuring.The Grand Court may among other things make an order appointing a restructuring officer upon hearing of such petition with such powers and to carry out such functions as the court may order. At any time (i) after the presentation of a petition for the appointment of a restructuring officer but before an order for the appointment of a restructuring officer has been made and (ii) when an order for the appointment of a restructuring officer is made until such order has been discharged no suit action or other proceedings (other than criminal proceedings) shall be proceeded with or commenced against the company no resolution to wind up the company shall be passed and no winding up petition may be presented against the company except with the leave of the court. However notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer a creditor who has security over the whole or part of the assets of the company is entitled to enforce the security without the leave of the court and without reference to the restructuring officer appointed. 444. Liquidation Under our constitution On a winding up of the Company if the assets available for distribution among the shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up the surplus will be distributed among the shareholders in proportion to the par value of the shares held by them at the commencement of the winding up subject to a deduction from those shares in respect of which there are monies due of all monies payable to the Company for unpaid calls or otherwise. If the assets available for distribution are insufficient to repay all of the paid-up capital the assets will be distributed so that the losses are borne by the shareholders in proportion to the par value of the shares held by them.Under the Cayman Companies Act A company may be placed in liquidation compulsorily by an order of the court or voluntarily (a) by a special resolution of its members if the company is solvent or (b) by an ordinary resolution of its members if the company is insolvent. The liquidator’s duties are to collect the assets of the company (including the amount (if any) due from the contributories (shareholders)) settle the list of creditors and discharge the company’s liability to them ratably if insufficient assets exist to discharge the liabilities in full and to settle the list of contributories and divide the surplus assets (if any) amongst them in accordance with the rights attaching to the shares. 5. Shareholders’ Suits Under the Cayman Companies Act The Cayman Islands courts can be expected to follow English case law precedents. The rule in Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to commence a class action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal (b) an act which constitutes a fraud against the minority where the wrongdoers are themselves in control of the company and (c) an action which requires a resolution with a qualified (or special) majority which has not been obtained) has been applied and followed by the courts in the Cayman Islands. 456. Protection of Minorities Under the Cayman Companies Act In the case of a company (not being a bank) having a share capital divided into shares the Grand Court of the Cayman Islands may on the application of members holding not less than one-fifth of the shares of the company in issue appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Grand Court shall direct.Any shareholder of a company may petition the Grand Court of the Cayman Islands which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be wound up.Claims against a company by its shareholders must as a general rule be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company’s memorandum and articles of association.The English common law rule that the majority will not be permitted to commit a fraud on the minority has been applied and followed by the courts of the Cayman Islands.DIRECTORS’ POWERS AND INVESTOR PROTECTION 7. Directors Borrowing Powers Under our constitution The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking property and assets (present and future) and uncalled capital or any part thereof and to issue debentures debenture stock and other such securities whenever money is borrowed or as security for any debt liability or obligation of the Company or of any third party. 8. Shareholders’ Suits Under the Cayman Companies Act See item 5 above. 9. Protection of Minorities Under the Cayman Companies Act See item 6 above. 46TAKEOVER OR SHARE REPURCHASES 10. Redemption Purchase and Surrender of Shares Under our constitution The Company may issue shares on terms that such shares are subject to redemption at the option of the Company 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 by the Board of Directors.The Company may also repurchase any of the Company’s shares provided that the manner and terms of such purchase have been approved by the Board of Directors or are otherwise authorized by the Memorandum and Articles of Association provided always that any such purchase shall only be made in accordance with any relevant code rules or regulations issued by the Hong Kong Stock Exchange or the Securities and Futures Commission of Hong Kong from time to time in force. Under the Companies Act the redemption or repurchase of any share may be paid out of the Company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase or out of capital (including share premium account and capital redemption reserve) if the Company can immediately following such payment pay its debts as they fall due in the ordinary course of business. In addition under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the Company has commenced liquidation. In addition the Company may accept the surrender of any fully paid share for no consideration. 11. Mergers and Consolidations Under the Cayman Companies Act The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking property and liabilities in one of such companies as the surviving company and (b) “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation the directors of each constituent company must approve a written plan of merger or consolidation which must then be authorized by (a) a special resolution of each constituent company and (b) such other authorization if any as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which if not agreed between the parties will be determined by the Cayman Islands court) if they follow the required procedures subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures. 4712. Reconstructions Under the Cayman Companies Act There are statutory provisions which facilitate reconstructions and amalgamations approved by (a) 75% in value of shareholders or (b) a majority in number representing 75% in value of creditors depending on the circumstances as are present at a meeting called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands. Whilst a dissenting shareholder would have the right to express to the Grand Court his view that the transaction for which approval is sought would not provide the shareholders with a fair value for their shares the Grand Court is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management and if the transaction were approved and consummated the dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to receive payment in cash for the judicially determined value of his shares) ordinarily available for example to dissenting shareholders of United States corporations. 13. Take-overs Under the Cayman Companies Act Where an offer is made by a company for the shares of another company and within four months of the offer the holders of not less than 90% of the shares which are the subject of the offer accept the offeror may at any time within two months after the expiration of the said four months by notice require the dissenting shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Grand Court of the Cayman Islands within one month of the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the Grand Court should exercise its discretion which it will be unlikely to do unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.TAXATION 14. Stamp duty on transfers Under the Cayman Companies Act No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. 4815. Taxation Under the Cayman Companies Act Pursuant to section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands the Company may obtain an undertaking from the Financial Secretary of the Cayman Islands: (a) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits income gains or appreciations shall apply to the Company or its operations; and (b) in addition that no tax to be levied on profits income gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: (i) on or in respect of the shares debentures or other obligations of the Company; or (ii) by way of the withholding in whole or in part of any relevant payment as defined in section 6(3) of the Tax Concessions Act (As Revised).The Cayman Islands currently levy no taxes on individuals or corporations based upon profits income gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable from time to time on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made by or to the Company.Foreign Laws and Regulations: United States and NYSE RIGHTS OF SHAREHOLDERS 1. Shareholder Rights Under the Deposit Agreement * Receipt of distributions. Whenever the depositary receives any dividend or other distribution on the underlying shares the depositary will to the extent practicable distribute the amount received (net of taxes and the fees/expenses of the depositary) to the ADR holders.* Voting of deposited securities. Upon receipt of notice of any shareholders meeting if requested in writing by the Company the depositary will as soon as practicable mail to ADR holders a notice containing key information received by the depository; and upon written instruction by an ADR holder the depository will as far as practicable subject to the laws of the Cayman Islands and the provisions of the Memorandum and Articles of Association vote the underlying Shares in accordance with the ADR holder’s instructions.* Reports. ADR holders have a right to inspect reports and communications received from the Company by the depository or generally made available to Shareholders.* Withdrawal. Subject to limited exceptions ADR holders have the right to cancel their ADSs and withdraw the underlying Shares at any time provided that the applicable taxes duties and charges are paid. 492. Shareholder Proposals and Approvals As a foreign private issuer our Company is not subject to the rules of the U.S. Securities and Exchange Commission (the “SEC”) regarding proxy statements to shareholders. Instead shareholder proposals must be made in accordance with our Company’s Memorandum and Articles of Association as amended.Generally NYSE-listed companies are required to obtain shareholder approval of certain issuances of securities including in the following situations subject to certain exceptions: (i) equity compensation plans; (ii) issuance of common stock or of securities convertible into or exercisable for common stock in any transaction or series of related transactions to:(a) a director officer or substantial security holder of the company (each a “RelatedParty”) if the number of shares of common stock to be issued or if the number of shares of common stock into which the securities may be convertible or exercisable exceeds either one percent of the number of shares of common stock or one percent of the voting power outstanding before the issuance and such transaction is a cash sale for a price that is below certain minimum price; (b) where such securities are issued as consideration in a transaction or series of related transactions in which a Related Party has a five percent or greater interest (or such persons collectively have a ten percent or greater interest) directly or indirectly in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock or securities convertible into common stock could result in an issuance that exceeds either five percent of the number of shares of common stock or five percent of the voting power outstanding before the issuance; (c) an employee director or service provider subject to the equity compensation rules; (iii) issuance of common stock or of securities convertible into or exercisable for common stock in any transaction or series of related transactions if: (a) the common stock has or will have upon issuance voting power equal to or in excess of 20 percent of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (b) the number of shares of common stock to be issued is or will be upon issuance equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock; and (iv) an issuance that will result in a change of control of the issuer.However as our Company is a foreign private issuer NYSE allows our Company to follow “home country practice” (i.e. the practice in the Cayman Islands) in lieu of complying with the above NYSE rules. 503. Corporate Governance The NYSE Listed Company Manual contains a number of corporate governance requirements for NYSE-listed companies as follows: * Majority independent directors. A majority of the board of directors must be comprised of independent directors that meet the independence standards under the NYSE rules.* Audit committee. Each NYSE-listed company must have an audit committee of at least three members consisting entirely of independent directors.* Compensation committee. Each NYSE-listed company must have a compensation committee consisting entirely of independent directors.* Nominating/Corporate governance committee. Each NYSE-listed company must have a nominating/corporate governance committee consisting entirely of independent directors.However as a foreign private issuer our Company can opt to be exempt from most of these requirements if we choose to follow “home country practice” which would be disclosed in our annual report on Form 20-F. Notwithstanding our Company cannot opt out of complying with Rule 10A-3 under the Securities Exchange Act of 1934 as amended which includes among other things the independence requirement of audit committee members. The audit committee would be responsible for establishing procedures for handling complaints regarding our Company’s accounting practices. 4. Sarbanes-Oxley Requirements The Company is also subject to the U.S. Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).Sarbanes-Oxley addresses issues such as the composition of the audit committee of the board of directors and the adoption of the company codes of ethics including: * No personal loans to directors or executive officers. A company cannot extend personal loans to its directors and executive officers.* Whistle-blower protection. The company is required to establish procedures for confidential and anonymous submission by employees of accounting-related concerns. 515. Takeover Regulations Mergers. If we are required to seek Shareholder approval in connection with a merger pursuant to the requirements of Cayman Islands law or our Articles of Association as amended we will furnish the proxy statement for the applicable Shareholders’ meeting to the SEC on a current report on Form 6-K. As noted above however foreign private issuers such as our Company may elect to follow their “home country practices” in lieu of complying with applicable shareholder approval requirements under the NYSE Listed Company Manual. In addition if the merger involves the issuance of Shares we may be required to register the offering of such Shares with the SEC.Tender offers. Neither the U.S. federal securities laws nor the NYSE Listed Company Manual have the concept of a “general offer.” Therefore a party making a tender offer is free to decide how many shares will be subject to the offer. All holders of the same class of securities must be treated equally and the highest consideration paid to any one shareholder of that class of securities must be paid to all shareholders of that same class. A tender offer must remain open for a minimum of 20 business days after commencement and may be extended in circumstances. Within 10 business days of commencement the subject company must send a notice to its shareholders recommending whether to accept or reject a tender offer or expressing a neutral position.Disclosure of interests for major shareholders. Any person who following the acquisition of the beneficial ownership of a class of equity securities (which includes the power to direct the voting or the disposition of the securities) registered under Section 12 of the U.S.Exchange Act (the “Registered Equity Class”) is a beneficial owner of more than 5% of the Registered Equity Class must publicly file beneficial owner reports (on Schedule 13D or Schedule 13G as applicable) with the SEC and such person shall generally promptly report any material change in the information provided (including in some cases any acquisition or disposition of 1% or more of the Registered Equity Class) unless exceptions apply. 52SECTION C CONSTITUTIONAL DOCUMENTS THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TUYA INC.(adopted by a special resolution passed on November 1 2022 and effective on November 1 2022) 1THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TUYA INC.(adopted by a special resolution passed on November 1 2022 and effective on November 1 2022) 1. The name of the Company is Tuya Inc. 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands or at such other place as the Directors may from time to time decide. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act (As Revised) or as the same may be revised from time to time or any other law of the Cayman Islands. 4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares. 5. The authorized share capital of the Company is US$50000 divided into 1000000000 ordinary shares of par value of US$0.00005 each comprising (a) 800000000 Class A Ordinary Shares of par value of US$0.00005 each and (b) 200000000 Class B Ordinary Shares of par value of US$0.00005 each. Subject to the Statute and these Articles the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original redeemed increased or reduced with or without any preference priority special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. 6. The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. 7. Capitalized terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company. 2THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TUYA INC.(adopted by a special resolution passed on November 1 2022 and effective on November 1 2022) 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 Class A Ordinary Share(s).“Affiliate” means with respect to a Person any other Person that directly or indirectly Controls is Controlled by or is under common Control with such Person.“associate” has the meaning as defined in the Hong Kong Listing Rules.“Articles” means these articles of association of the Company as amended and altered from time to time.“Audit Committee” means the audit committee of the Company formed by the Board pursuant hereto or any successor audit committee.“Auditor” means the Person for the time being performing the duties of auditor of the Company (if any).“Beneficial Ownership” shall have the meaning defined in Rule 13d-3 under the U.S.Securities Exchange Act of 1934 as amended.“Board” or “Board of means the board of directors of the Company.Directors” 1“Business Day” means any day that is not a Saturday Sunday legal holiday or other day on which commercial banks are required or authorized by law to be closed in the PRC the Hong Kong Special Administrative Region the United States or the Cayman Islands.“Chairman” means the chairman of the Board.“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” means a class A ordinary share of par value US$0.00005 each in the share capital of the Company having the rights set out in these Articles.“Class B Ordinary Share” means a class B ordinary share of par value US$0.00005 each in the share capital of the Company having the rights set out in these Articles.“Close Associate” has the meaning as defined in the Hong Kong Listing Rules.“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.“Communication Facilities” means video video-conferencing internet or online conferencing applications telephone or teleconferencing and/or any other videocommunications internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other.“Companies Ordinance” means Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as amended from time to time.“Company” means Tuya Inc. 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 with the Commission by the Company or which has otherwise been notified to Members.“Compliance Adviser” shall have the meaning given to it in the Hong Kong Listing Rules. 2“Control” for the purpose of the defined terms of “Affiliate” “FamilyMember” and “Subsidiary” only means in relation to any Person the power or authority whether exercised or not to direct the business management and policies of such Person directly or indirectly whether through the ownership of voting securities by contract or otherwise; provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.“Corporate Governance means the corporate governance committee of the BoardCommittee” established in accordance with Article 138C.“Corporate Governance means the corporate governance report to be included in theReport” Company’s annual reports or summary financial reports if any in accordance with the Hong Kong Listing Rules.“Designated Stock Exchange” means (i) the stock exchange in the United States on which any Shares or ADSs are listed for trading or (ii) the Hong Kong Stock Exchange on which any Shares are listed for trading.“Designated Stock means the relevant code rules and regulations as amendedExchange Rules” from time to time applicable as a result of the original and continued listing of any Shares or ADSs on any Designated Stock Exchange and for the avoidance of doubt include the Hong Kong Listing Rules.“Director” means a director serving on the Board for the time being of the Company and shall include an alternate Director appointed in accordance with these Articles.“Director Holding Vehicle” means (a) a partnership of which a Founder is a partner and the terms of which must expressly specify that the voting rights attached to any and all of the Shares held by such partnership are solely dictated by the Founder (b) a trust of which a Founder is a beneficiary and that meets the following conditions: (i) the Founder must in substance retain an element of control of the trust and any immediate holding companies of any and all of the Shares held by such trust; and (ii) the purpose of the trust must be for estate planning and/or tax planning purposes; or (c) private company or other vehicle wholly-owned and wholly- controlled by a Founder or by a trust referred to in (b) above. 3“electronic communication” means electronic posting to the Company’s Website transmission to any number address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board.“electronic” shall have the meaning given to it in the Electronic Transactions Act.“Electronic Record” has the same meaning as g iven in the Elec t ronic Transactions Act.“Electronic means the Electronic Transactions Act (As Revised) ofTransactions Act” the Cayman Islands and any statutory amendment or re- enactment thereof.“Family Member” means with respect to any natural Person (a) such Person’s spouse parents siblings and other individuals living in the same household and (b) estates trusts partnerships and other Persons which directly or indirectly through one or more intermediaries are Controlled by the foregoing.“Founders” Mr. Wang and Mr. Chen each of whom a “Founder”.“Government Authority” means any national provincial municipal or local government adminis t ra t ive or regula tory body or department court tribunal arbitrator or anybody that exercises the function of a regulator.“Hong Kong Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited.“HKSCC” means the Hong Kong Securities Clearing Company Limited including where the context so requires its agents nominees representatives officers and employees.“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.“Independent Director” means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board.“Independent means a Director recognized as such by the relevant codeNon-executive Director” rules and regulations applicable to companies listed on the Hong Kong Stock Exchange. 4“IPO” means the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares.“Major Stock Exchanges” means the New York Stock Exchange NASDAQ the Hong Kong Stock Exchange the Shanghai Stock Exchange the Shenzhen Stock Exchange the London Stock Exchange and the Singapore Exchange (SGX).“Member” means a Person for the time being duly registered in the Register of Members as a holder of Shares.“Memorandum” means the memorandum of association of the Company as amended and altered from time to time.“Mr. Chen” means Liaohan Chen.“Mr. Wang” means Xueji Wang.“Nominating and Corporate shall have the meaning ascribed to it under Article 138A.Governance Committee” “Nomination Committee” means the nomination committee of the Board established in accordance with Article 138A.“Non-independent means a Director who is not an Independent Director.Director” “Ordinary Resolution” a Members resolution passed either (i) as a written resolution signed by all Members entitled to vote or (ii) at a general meeting of Members by the affirmative vote of not less than a simple majority of all votes calculated on a fully converted basis cast by such Members as being entitled to do so vote in person or where proxies are allowed by proxy at such general meeting (of which notice has been duly given).“Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares collectively.“Person” means any individual sole proprietorship partnership limited partnership limited liability company firm joint venture estate trust unincorporated organization associat ion corporat ion inst i tut ion public benefi t corporation entity or governmental or regulatory authority or other enterprise or entity of any kind or nature.“PRC” means the People’s Republ ic of China but solely for purposes hereof excludes the Hong Kong Special Administrative Region the Macau Special Administrative Region and the island of Taiwan. 5“Present” shall mean in respect of any Person such Person’s presence at a general meeting of members which may be satisfied by means of such Person or if a corporation or other non- natural Person its duly authorised representative (or in the case of any member a proxy which has been validly appointed by such member in accordance with these Articles) being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles including any Virtual Meeting connected by means of the use of such Communication Facilities.“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 and the rules and regulations of the Commission thereunder all as the same shall be in effect at the time.“Secretary” means any natural 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. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share.“Share Premium Account” means the share premium account established in accordance with these Articles and the Statute.“signed” means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication. 6“Special Resolution” means a Members resolution expressed to be a special resolution and passed at a general meeting of Members by the affirmative vote of not less than three fourths (3/4) of all votes calculated on a fully converted basis cast by such Members as being entitled to do so vote in person or where proxies are allowed by proxy at such general meeting (of which notice specifying the intention to propose the resolution as a special resolution has been duly given) and shall include a special resolution passed pursuant to Article 73. “Statute” means the Companies Act (As Revised) of the Cayman Islands as amended and every statutory modification or re- enactment thereof for the time being in effect.“Subsidiary” means with respect to any given Person any other Person that is Controlled directly or indirectly by such given Person.“US$” means the lawful money of the United States of America.“United States” means the United States of America its territories its possessions and all areas subject to its jurisdiction.“Virtual Meeting” means any general meeting of the Members (or any meeting of the holders of any Class of Shares) at which the Members (and any other permitted participants of such meeting including without limitation the chairperson of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities. 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. “written” and “in writing” include all modes of representing or reproducing words in visible form including in the form of an Electronic Record; 2.5. any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication; 2.6. 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; 2.7. any phrase introduced by the terms “including” “include” “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; 72.8. the term “voting power” refers to the number of votes attributable to the Shares (on an as-if converted basis) in accordance with the terms of the Memorandum and Articles; 2.9. the term “or” is not exclusive; 2.10. the term “including” will be deemed to be followed by “but not limited to”; 2.11. the terms “shall” “will” and “agrees” are mandatory and the term “may” is permissive; 2.12. the term “day” means “calendar day” and “month” means calendar month; 2.13. the phrase “directly or indirectly” means directly or indirectly through one or moreintermediate Persons or through contractual or other arrangements and “direct orindirect” has the correlative meaning; 2.14. references to any documents shall be construed as references to such document as the same may be amended supplemented or novated from time to time; 2.15. 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; 2.16. “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 any of the Company’s share incentive plans or employee stock incentive plans as issued and outstanding; 2.17. 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; 2.18. all references to dollars or to “US$” are to currency of the United States of America and all references to RMB are to currency of the PRC (and each shall be deemed to include reference to the equivalent amount in other currencies); 2.19. 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; 2.20. headings are inserted for reference only and shall be ignored in construing these Articles; and 2.21. Sections 8 and 19(3) of the Electronic Transactions Act shall not apply. 8SHARE CAPITAL 1. The authorized share capital of the Company is US$50000 divided into 1000000000 ordinary shares of par value of US$0.00005 each comprising (a) 800000000 Class A Ordinary Shares of par value of US$0.00005 each; and (b) 200000000 Class B Ordinary Shares of par value of US$0.00005 each; subject to any alteration of share capital effected pursuant to Articles 54 to 56. 2. Subject to the Statute the Memorandum and these Articles and where applicable Designated Stock Exchange Rules and/or the rules of any competent regulatory authority any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner upon such terms and subject to such conditions as it thinks fit.SHARES 3. Subject to the Statute these Articles compliance with the Hong Kong Listing Rules (and only to such extent permitted thereby) and any applicable rules and regulations of authorities of places where the securities of the Company are listed (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares the Directors may in their absolute discretion and without the approval of the Members cause the Company to: (a) allot issue grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred deferred or other rights or restrictions whether in regard to dividend voting return of capital or otherwise to such Persons at such times and on such other terms as they think proper; (b) grant rights over Shares or other securities to be issued in one or more Classes or series as they deem necessary or appropriate and determine the designations powers preferences privileges and other rights attaching to such Shares or securities including dividend rights voting rights conversion rights terms of redemption and liquidation preferences any or all of which may be greater than the powers preferences privileges and rights associated with then issued and outstanding Shares at such times and on such other terms as they think proper; and (c) issue options warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for purchase or receive any Class of shares or securities in the capital of the Company on such terms as it may from time to time determine. 94. Subject to these Articles compliance with the Hong Kong Listing Rules (and only to such extent permitted thereby) the Code on Takeovers and Mergers approved by the Securities and Futures Commission of Hong Kong and any applicable rules and regulations of authorities of places where the securities of the Company are listed and on the conditions that (x) no new class of Shares with voting rights superior to Class A Ordinary Shares will be created and (y) any variation in the relative rights as between the different classes will not result in the creation of new class of shares with voting rights superior to those of Class A Ordinary Shares the Directors may issue from time to time out of the authorized share capital of the Company preferred shares at such time and on such terms as they may think appropriate in their absolute discretion and without approval of the Members; provided however before any preferred shares of any such series are issued the Board may by resolution of Directors determine with respect to any series of preferred shares the terms and rights of that series including: (a) the designation of such series the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof; (b) whether the preferred shares of such series shall have voting rights in addition to any voting rights provided by law and if so the terms of such voting rights which may be general or limited; (c) the dividends if any payable on such series whether any such dividends shall be cumulative and if so from what dates the conditions and dates upon which such dividends shall be payable and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other Class or any other series of shares; (d) whether the preferred shares of such series shall be subject to redemption by the Company and if so the times prices and other conditions of such redemption; (e) whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company and if so the terms of such liquidation preference and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other Class or any other series of shares; (f) whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and if so the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof; (g) whether the preferred shares of such series shall be convertible into or exchangeable for shares of any other Class or any other series of preferred shares or any other securities and if so the price or prices or the rate or rates of conversion or exchange and the method if any of adjusting the same and any other terms and conditions of conversion or exchange; 10(h) the limitations and restrictions if any to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on and upon the purchase redemption or other acquisition by the Company of the existing shares or shares of any other Class of shares or any other series of preferred shares; (i) the conditions or restrictions if any upon the creation of indebtedness of the Company or upon the issue of any additional shares including additional shares of such series or of any other Class of shares or any other series of preferred shares; and (j) any other powers preferences and relative participating optional and other special rights and any qualifications limitations and restrictions thereof; and for such purposes the Directors may reserve an appropriate number of Shares for the time being unissued. 5. Neither the Company nor the Board shall be obliged when making or granting any allotment of offer of option over or disposal of shares to make or make available any such allotment offer option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where in the absence of a registration statement or other special formalities this would or might in the opinion of the Board be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate Class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any Class or series of preferred shares no vote of the holders of preferred shares or ordinary shares shall be a prerequisite to the issuance of any shares of any Class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and these Articles. 6. The Company shall not issue Shares to bearer. 7. The Company may in connection with the issue of any shares exercise all powers of paying commissions and brokerage conferred or permitted by Law. Such commissions and brokerage may be satisfied by the payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. 8. The Directors may refuse to accept any application for Shares and may accept any application in whole or in part for any reason or for no reason.FRACTIONAL SHARES 9. The Directors may issue fractions of a Share and if so issued a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value premium contributions calls or otherwise) limitations preferences privileges qualifications restrictions rights (including without prejudice to the generality of the foregoing voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Member such fractions shall be accumulated. 11REGISTER OF MEMBERS 10. The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. Any register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Board may impose) be open for inspection by a Member without charge and such other person on payment of a fee of such amount not exceeding the maximum amount as may from time to time be permitted under the Hong Kong Listing Rules as the Board may determine for each inspection provided that the Company may be permitted to close the register in terms equivalent to section 632 of the Companies Ordinance.CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 11. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof or Members entitled to receive payment of any dividend or in order to make a determination of Members for any other purpose the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty (30) calendar days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members the record date for such determination shall be the date of closure of the Register of Members. 12. In lieu of or apart from closing the Register of Members the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of or to vote at any meeting of the Members or any adjournment thereof or for the purpose of determining the Members entitled to receive payment of any dividend or in order to make a determination of Members for any other purpose. 13. If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted as the case may be shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article such determination shall apply to any adjournment thereof.CERTIFICATES FOR SHARES 14. Share certificates representing Shares if any shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other Person authorized by the Directors. The Directors may authorise certificates to be issued with the authorized signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. 1215. No certificate shall be issued representing Shares of more than one Class. 16. The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. In the event that Shares are held jointly by several Persons any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders. 17. Every share certificate of the Company shall bear legends required under the applicable lawsincluding the Securities Act. Every share certificate shall prominently include the words “Acompany controlled through weighted voting rights” or such language as may be specified by the Hong Kong Stock Exchange from time to time and specify the number and class of shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid as the case may be and may otherwise be in such form as the Board may from time to time prescribe. 18. Share certificates shall be issued within the relevant time limit as prescribed by Law or as the Designated Stock Exchange may from time to time determine whichever is the shorter after allotment or except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register after lodgment of a transfer with the Company. 19. (1) Upon every transfer of Shares the certificate held by the transferor shall be given up to be cancelled and shall forthwith be cancelled accordingly and a new certificate shall be issued to the transferee in respect of the Shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the Shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof. (2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee. 20. If a share certificate is defaced worn out lost or destroyed it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence as the Directors may prescribe and (in the case of defacement or wearing out) upon delivery of the old certificate.REDEMPTION REPURCHASE AND SURRENDER 21. Subject to the provisions of the Statute and these Articles the Company may: (a) issue Shares that are to be redeemed or are liable to be redeemed at the option of a Member or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined before the issue of such Shares by the Board; 13(b) purchase Shares (including any redeemable Shares) in such manner and upon such terms as have been approved by the Board or are otherwise authorized by these Articles provided always that any such purchase shall only be made in accordance with any relevant code rules or regulations issued by the Hong Kong Stock Exchange or the Securities and Futures Commission of Hong Kong from time to time in force; and (c) make a payment in respect of the redemption or purchase of Shares in any manner permitted by the Statute including out of capital. 22. The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company. 23. The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof. 24. The Directors may accept the surrender for no consideration of any fully paid Share. 25. [Intentionally left blank] NON RECOGNITION OF TRUSTS 26. The Company shall not be bound by or compelled to recognize in any way (even when notified) any equitable contingent future or partial interest in any Share or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.LIEN ON SHARES 27. The Company shall have a first and paramount lien and charge on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate either alone or jointly with any other Person whether a Member or not but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a Share shall extend to all dividends or other monies payable in respect thereof. 28. The Company may sell in such manner as the Board thinks fit any Shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen (14) calendar days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder or holders for the time being of the Share or the Person of which the Company has notice entitled thereto by reason of his death or bankruptcy. 1429. To give effect to any such sale the Board may authorize some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound by the application of the purchase money nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 30. The proceeds of the sale after deduction of expenses fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue if any shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.CALLS ON SHARES 31. The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their Shares (whether on account of the nominal value of the Shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms provided that no call shall be payable at less than one (1) month from the date fixed for the payment of the last preceding call and each Member shall (subject to receiving at least fourteen (14) calendar days’ notice specifying the time or times of payment) pay to the Company at the specified time or times the amount called on the Shares. A call may be revoked or postponed as the Board may determine. A call may be made payable by installments. 32. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed. 33. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. 34. If a sum called in respect of a Share is not paid before or on a day appointed for payment thereof the Persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Board may determine but the Board shall be at liberty to waive payment of such interest either wholly or in part. 35. Any sum which by the terms of issue of a Share becomes payable on allotment or at any fixed date whether on account of the nominal value of the Share or by way of premium or otherwise shall for the purposes of these Articles be deemed to be a call duly made notified and payable on the date on which by the terms of issue the same becomes payable and in the case of non-payment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 1536. Directors may on the issue of Shares differentiate between the holders as to the amount of calls or interest to be paid and the time of payment. 37. The Board may if it thinks fit receive from any Member willing to advance the same all or any part of the monies uncalled and unpaid upon any Shares held by him and upon all or any of the monies so advanced may (until the same would but for such advances become payable) pay interest at a rate as may be agreed upon between the Board and the Member paying such sum in advance. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would but for such payment become presently payable.FORFEITURE OF SHARES 38. If a Member fails to pay any call or installment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof the Directors may at any time thereafter during such time as any part of the call installment or payment remains unpaid give notice requiring payment of any part of the call installment or payment that is unpaid together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen (14) calendar days from the date of giving of the notice) on or before which the payment required by the notice is to be made and shall state that in the event of non – payment at or before the time appointed the Shares in respect of which such notice was given will be liable to be forfeited. 39. If the requirements of any such notice as aforesaid are not complied with any Share in respect of which the notice has been given may at any time thereafter before the payment required by the notice has been made be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited Share and not actually paid before the forfeiture. 40. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board sees fit. 41. A Person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares but shall notwithstanding remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of the Shares together with interest thereon but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the Shares. 1642. A certificate in writing under the hand of one (1) Director or the Secretary of the Company that a Share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact stated therein as against all Persons claiming to be entitled to the Share. The Company may receive the consideration given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favor of the Person to whom the Share is sold or disposed of and he shall thereupon be registered as the holder of the Share and shall not be bound by the application of the purchase money if any nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture sale or disposal of the Share. 43. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes payable at a fixed time whether on account of the nominal value of the Share or by way of premium as if the same had been payable by virtue of a call duly made and notified.REGISTRATION OF EMPOWERING INSTRUMENTS 44. The Company shall be entitled to charge a fee not exceeding US$l.00 on the registration of every probate letter of administration certificate of death or marriage power of attorney notice in lieu of distringas or other instrument.TRANSFER OF SHARES 45. Subject to these Articles any Member may transfer all or any of his Shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or if the transferor or transferee is a clearing house or a central depository house or its nominee(s) by hand or by machine imprinted signature on behalf of it (or any successor thereto) or by such other manner of execution as the Board may approve from time to time. 46. The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may in their absolute discretion approve which is consistent with the standard form of transfer as prescribed by the Designated Stock Exchange and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share or if so required by the Directors shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Member until the name of the transferee is entered in the Register of Members in respect of the relevant Shares. 1747. The Directors shall register any transfer of Shares except where holders proposing or effecting the transfers of the Shares are subject to binding written agreements with the Company or applicable Laws which restrict the transfer of the Shares held by such holders and such holders have not complied with the terms of such agreements or the restrictions have not been waived in accordance with their terms or such applicable Law as the case may be. If the Directors refuse to register a transfer they shall notify the transferee within five (5) Business Days of such refusal providing a detailed explanation of the reason therefor. Notwithstanding the foregoing if a transfer complies with the holder’s transfer obligations and restrictions set forth in agreements with the Company the Directors shall register such transfer. 48. The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien. The Directors may also decline to register any transfer of any Share unless: (a) the instrument of transfer is lodged with the Company accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one Class of Shares; (c) the instrument of transfer is properly stamped if required; (d) in the case of a transfer to joint holders the number of joint holders to whom the Share is to be transferred does not exceed four; and (e) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof. 49. The registration of transfers may after compliance with any notice required by the Designated Stock Exchange Rules be suspended and the Register of Members closed at such times and for such periods as the Directors may in their absolute discretion from time to time determine provided always that such registration of transfer shall not be suspended nor the Register of Members closed for more than thirty (30) calendar days in any calendar year. 50. All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares they shall within two calendar months after the date on which the instrument of transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee. 18TRANSMISSION OF SHARES 51. If a Member dies the survivor or survivors where such Member was a joint holder and his or her legal personal representatives where such Member was a sole holder shall be the only Persons recognised by the Company as having any title to such Member’s interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share that had been jointly held by such Member. 52. Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may upon such evidence being produced as may from time to time be required by the Directors elect either to become the holder of the Share or to have some Person nominated by him or her as the transferee. 53. If the Person so becoming entitled shall elect to be registered as the holder such Person shall deliver or send to the Company a notice in writing signed by such Person stating that he or she so elects.AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL 54. Subject to the provisions of the Statute and the provisions of these Articles the Company may from time to time by an Ordinary Resolution: (a) increase the share capital by such sum to be divided into Shares of such Classes and amount as the resolution shall prescribe and with such rights priorities and privileges annexed thereto as the Company in general meeting may determine; (b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; (c) divide its Shares into several Classes; provided always that for the avoidance of doubt where a Class of Shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of Shares of that Class and the Directors may issue Shares of that Class; 19(d) subdivide its Shares or any of them into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value (subject nevertheless to Law); (e) cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled or in the case of shares without par value diminish the number of shares into which its capital is divided; and (f) perform any action not required to be performed by Special Resolution. 55. All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls Liens transfer transmission forfeiture and otherwise as the Shares in the original share capital.The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions and for this purpose the Board may authorize some Person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. 56. Subject to the provisions of the Statute and the provisions of these Articles the Company may from time to time by Special Resolution: (a) change its name; (b) alter amend or add to these Articles however framed; (c) alter or add to the Memorandum with respect to any objects powers or other matters specified therein however framed; and (d) reduce its share capital and any capital redemption reserve fund in any manner authorized by Law. 20SHARE RIGHTS 57. The rights and restrictions attaching to the Ordinary Shares are as follows: (a) Income Holders of Ordinary Shares shall be entitled to such dividends as the Directors may in their absolute discretion lawfully declare from time to time.(b) Capital Holders of Ordinary Shares shall be entitled to a return of capital on liquidation dissolution or winding-up of the Company (other than on a conversion redemption or purchase of shares or an equity financing or series of financings that do not constitute the sale of all or substantially all of the shares of the Company).(c) Attendance at General Meetings and Voting Holders of Ordinary Shares have the right to receive notice of attend speak and vote at general meetings (include extraordinary general meetings) of the Company except where they are required by the Hong Kong Listing Rules to abstain from voting to approve the matter under consideration. Subject to Article 80A holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one Class on all matters submitted to a vote by the Members. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general and special meetings of the Company and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at general meetings (include extraordinary general meetings) of the Company.(d) Conversion (i) Subject to the Hong Kong Listing Rules or Law each Class B Ordinary Share shall be automatically converted into one Class A Ordinary Share upon the occurrence of any of the following events: (a) the death of the holder of such Class B Ordinary Share (or where the holder is a Director Holding Vehicle the death of the Founder holding and controlling such Director Holding Vehicle); (b) the holder of such Class B Ordinary Share ceasing to be a Director or a Director Holding Vehicle for any reason; (c) the holder of such Class B Ordinary Share (or where the holder is a Director Holding Vehicle the Founder holding and controlling such Director Holding Vehicle) being deemed by the Hong Kong Stock Exchange to be incapacitated for the purpose of performing his duties as a Director; 21(d) the holder of such Class B Ordinary Share (or where the holder is a Director Holding Vehicle the Founder holding and controlling such Director Holding Vehicle) being deemed by the Hong Kong Stock Exchange to no longer meet the requirements of a director set out in the Hong Kong Listing Rules; or (e) any direct or indirect sale transfer assignment or disposition of the beneficial ownership of or economic interest in such Class B Ordinary Share or the control over the voting rights attached to such Class B Ordinary Share through voting proxy or otherwise from a Founder or a Director Holding Vehicle to any person including by reason that a Director Holding Vehicle no longer complies with Rule 8A.18(2) of the Hong Kong Listing Rules (in which case the Company and such Founder or such Director Holding Vehicle must notify the Hong Kong Stock Exchange as soon as practicable with details of the non-compliance) other than a transfer of the legal title to such Class B Ordinary Share by a Founder to a Director Holding Vehicle wholly- owned and wholly controlled by him or by a Director Holding Vehicle to the Founder holding and controlling it or another Director Holding Vehicle wholly owned and wholly controlled by such Founder; for the avoidance of doubt (i) a sale transfer assignment or disposition shall be effective upon the Company’s registration of such sale transfer assignment or disposition in the Register of Members; (ii) the creation of any pledge charge encumbrance or other third-party right of whatever description on any Class B Ordinary Shares to secure any contractual or legal obligations shall not be deemed as a sale transfer assignment or disposition unless and until any such pledge charge encumbrance or other third-party right is enforced and results in the third party that is not the relevant Founder or the Director Holding Vehicle wholly-owned and wholly controlled by such Founder becoming a beneficial owner of the relevant Class B Ordinary Shares in which case all the related Class B Ordinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares and (iii) in the event that Mr. Chen ceases to be a Director or an executive officer or employee of the Company any and all of the Class B Ordinary Shares beneficially owned or controlled by Mr. Chen and any Affiliate of Mr. Chen shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.(ii) Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to this Article shall be effected by means of the re-designation and re-classification of the relevant Class B Ordinary Share as a Class A Ordinary Share together with such rights and restrictions and which shall rank pari passu in all respects with the Class A Ordinary Shares then in issue. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Ordinary Shares as Class A Ordinary Shares. 22(iii) Upon conversion the Company shall allot and issue the relevant Class A Ordinary Shares to the converting Member enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the relevant number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in and make any other necessary and consequential changes to the Register of Members and shall procure that certificates in respect of the relevant Class A Ordinary Shares together with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares are issued to the holders of the Class A Ordinary Shares and Class B Ordinary Shares.(iv) Any and all taxes and stamp issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.(v) Save and except for voting rights as set out in this Article Class A Ordinary Shares and Class B Ordinary Shares shall rank pari passu and shall have the same rights preferences privileges and restrictions. 57A. The Company shall not take any action (including the issue or repurchase of Shares of any class) that would result in (a) the aggregate number of votes entitled to be cast by all holders of Class A Ordinary Shares (for the avoidance of doubt excluding those who are also holders of Class B Ordinary Shares) present at a general meeting to be less than 10% of the votes entitled to be cast by all members at a general meeting; or (b) an increase in the proportion of Class B Ordinary Shares to the total number of Shares in issue. 57B. No further Class B Ordinary Shares shall be issued by the Company except with the prior approval of the Hong Kong Stock Exchange and pursuant to (i) an offer to subscribe for Shares made to all the Members pro rata (apart from fractional entitlements) to their existing holdings; (ii) a pro rata issue of Shares to all the Members by way of scrip dividends; or (iii) a Share subdivision or other similar capital reorganization; provided that each Member shall be entitled to subscribe for (in a pro rata offer) or be issued (in an issue of Shares by way of scrip dividends) Shares in the same class as the Shares then held by him; and further provided that the proposed allotment or issuance will not result in an increase in the proportion of Class B Ordinary Shares in issue so that: (a) if under a pro rata offer any holder of Class B Ordinary Shares does not take up any part of the Class B Ordinary Shares or the rights thereto offered to him such untaken Shares (or rights) shall only be transferred to another person on the basis that such transferred rights will only entitle the transferee to an equivalent number of Class A Ordinary Shares; and (b) to the extent that rights to Class A Ordinary Shares in a pro rata offer are not taken up in their entirety the number of Class B Ordinary Shares that shall be allotted issued or granted in such pro rata offer shall be reduced proportionately. 2357C. In the event the Company reduces the number of Class A Ordinary Shares in issue (for example through a purchase of its own shares) the holders of Class B Ordinary Shares shall reduce their weighted voting rights in the Company proportionately if the reduction in the number of Class A Ordinary Shares in issue would otherwise result in an increase in the proportion of Class B Ordinary Shares to the total number of Shares in issue. 57D. The Company shall not vary the rights of the Class B Ordinary Shares so as to increase the weighted voting rights attached to each Class B Ordinary Share. 57E. All of the Class B Ordinary Shares in the authorized share capital shall be automatically re- designated into Class A Ordinary Shares in the event all of the Class B Ordinary Shares in issue are converted into Class A Ordinary Shares in accordance with these Articles or that none of the beneficiaries of Class B Ordinary Shares at the time of the Company’s initial listing on the Hong Kong Stock Exchange have any beneficial ownership of Class B Ordinary Shares and no further Class B Ordinary Shares shall be issued by the Company.VARIATION OF RIGHTS OF SHARES 58. Subject to the provision of these Articles if at any time the share capital of the Company is divided into different Classes the rights attached to any Class (unless otherwise provided by the terms of issue of the Shares of that Class) may whether or not the Company is being wound up be varied with the consent in writing of the holders of not less than three- fourths in the nominal value of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class by Members holding Shares representing three-fourths in nominal value of the issued Shares of that Class Present and voting at such meeting. 59. For the purpose of the preceding Article all of the provisions of these Articles relating to general meetings shall apply to the extent applicable mutatis mutandis to every meeting of holders of separate Class of shares except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one third of the issued Shares of such Class and that any Member holding Shares of such Class Present may demand a poll. 60. Subject to the provisions of these Articles the rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not subject to any rights or restrictions for the time being attached to the Shares of that Class be deemed to be materially adversely varied or abrogated by the creation or issue of further shares ranking pari passu therewith or subsequent thereto.REGISTERED OFFICE 61. Subject to the provisions of the Statute the Company may by resolution of the Directors change the location of its Registered Office. 24GENERAL MEETINGS 62. All general meetings other than annual general meetings shall be called extraordinary general meetings. 63. The Company shall hold a general meeting as its annual general meeting in each financial year within a period of not more than six months after the end of its financial year (or such longer period as the Hong Kong Stock Exchange may authorize). The annual general meeting of the Company shall be specified as such in the notices calling it and shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented. 64. The Chairman or a majority of the Directors may call general meetings and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company and add resolutions to a meeting agenda. 65. A Members’ requisition is a requisition of Members of the Company holding on the date of deposit of the requisition in the aggregate not less than one-tenth (1/10) of the paid up capital of the Company on a one vote per share basis that as at the date of the deposit carry the right to vote at general meetings of the Company. 66. The requisition must state the objects of the meeting and the resolutions to be added to the meeting agenda and must be signed by the requisitionists and deposited at the Registered Office and may consist of several documents in like form each signed by one or more requisitionists. 67. If the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) calendar days the requisitionists or any of them representing not less than one-tenth (1/10) of the paid up capital of the Company on a one vote per share basis which carry the right to vote at general meetings may themselves convene a general meeting but any meeting so convened shall not be held after the expiration of three (3) calendar months after the expiration of the said twenty-one (21) calendar days. 68. A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. 25NOTICE OF GENERAL MEETINGS 69. An annual general meeting of the Company shall be called by not less than twenty-one (21) days’ notice in writing and a general meeting of the Company other than an annual general meeting shall be called by not less than fourteen (14) days’ notice in writing. A meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed (a) in the case of a meeting called as the annual general meeting by all the Members entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting by a majority of the Members having a right to attend and vote at the meeting and Present at the meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and shall specify the place the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company provided that a general meeting of the Company shall whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with be deemed to have been duly convened if it is so agreed by all the Members (or their proxies) entitled to attend and vote thereat. The notice of any general meeting at which Communication Facilities will be utilised (including any Virtual Meeting) must disclose the Communication Facilities that will be utilised including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending participating and voting at such meeting. 70. The accidental omission to give notice of a general meeting to or the non-receipt of notice of a meeting by any Person entitled to receive notice shall not invalidate the proceedings at any meeting.PROCEEDINGS AT GENERAL MEETINGS 71. No business shall be transacted at any general meeting unless a quorum is Present at the time when the meeting proceeds to business and unless such business has been specified in the notice of the general meeting in accordance with these Articles. Save as otherwise provided by these Articles the holder(s) of Shares which carry 10% of all votes attaching to all Shares in issue and entitled to vote at such general meeting (on a one vote per share basis) Present shall constitute a quorum; unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member Present. 2672. The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing the Directors may determine that any general meeting may be held as a Virtual Meeting. 72A. A Member shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where the Member is required by the Hong Kong Listing Rules to abstain from voting to approve the matter under consideration. 73. A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations signed by their duly authorized representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 74. If a quorum shall not be Present at any general meeting the Members holding a majority of the aggregate voting power of all of the Shares of the Company Present at the meeting may adjourn the meeting from time to time to a specific date time and place; provided that if notice of such meeting has been duly delivered to all Members seven (7) Business Days prior to the scheduled meeting in accordance with the notice procedures hereunder and the quorum is not Present within one hour from the time appointed for the meeting solely because of the absence of any Member the meeting shall be adjourned to the seventh (7th) following Business Day at the same time and place (or to such other time or such other place as the Directors may determine) with an updated notice delivered to all Members 48 hours prior to the adjourned meeting in accordance with the notice procedures under these Articles and if at the adjourned meeting the quorum is not Present within half an hour from the time appointed for the meeting solely because of the absence of any Member then the Members Present at the adjourned meeting shall form a quorum. At such adjourned meeting any business may be transacted that might have been transacted at the meeting as originally notified. 75. The Chairman if any shall preside as chairman at every general meeting of the Company or if there is no such Chairman or if he or she shall not be Present within ten (10) minutes after the time appointed for the holding of the meeting or is unwilling or unable to act the Directors Present shall elect one of their number or shall designate a Member to be chairman of the meeting. 75A. The chairman of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities and to act as the chairman in which event: (a) the chairman shall be deemed to be Present at the meeting; and (b) if the Communication Facilities are interrupted or fail for any reason to enable the chairman to hear and be heard by all other Persons attending and participating at the meeting then the other Directors Present at the meeting shall choose another Director Present to act as chairman of the meeting for the remainder of the meeting; provided that (i) if no other Director is Present at the meeting or (ii) if all the Directors Present decline to take the chair then the meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the Board. 2776. With the consent of a general meeting at which a quorum is Present the chairman may (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned notice of the adjourned meeting shall be given as in the case of an original meeting. 77. A resolution put to the vote of the meeting shall be decided by poll and not on a show of hands. 78. Except on a poll on a question of adjournment a poll shall be taken as the chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting. 79. A poll on a question of adjournment shall be taken forthwith. VOTES OF MEMBERS 80. Subject to any rights and restrictions for the time being attached to any Share every Member Present shall at a general or special meeting of the Company have one (1) vote for each Class A Ordinary Share and ten (10) votes for each Class B Ordinary Share in each case of which he is the holder. On a poll a Member entitled to more than one vote is under no obligation to cast all his votes in the same way. For the avoidance of doubt where more than one proxy is appointed by a recognized clearing house (or its nominee(s)) each such proxy is under no obligation to cast all his votes in the same way on a poll. 80A. Notwithstanding any provisions in these Articles to the contrary each Class A Ordinary Share and each Class B Ordinary Share shall entitle its holder to one vote on a poll at a general meeting in respect of a resolution on any of the following matters: (a) any amendment to the Memorandum or these Articles including the variation of the rights attached to any class of shares however framed; (b) the appointment election or removal of any Independent Non-executive Director; (c) the appointment or removal of the Auditors; or (d) the voluntary liquidation or winding-up of the Company.Notwithstanding the foregoing where a holder of Class B Ordinary Shares is permitted by the Hong Kong Stock Exchange from time to time to exercise more than one vote per Share when voting on a resolution to amend the Memorandum or these Articles any holder of Class B Ordinary Share may elect to exercise such number of votes per Share as is permitted by the Hong Kong Stock Exchange up to the maximum number of votes attached to each Class B Ordinary Share as set out in Article 80. 80B. A voluntary winding up of the Company shall be approved with the sanction of a Special Resolution in a general meeting of the Company. 2881. In the case of joint holders of record the vote of the senior holder who tenders a vote whether in person or by proxy (or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 82. A Member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote by his or her committee receiver or other Person on such Member’s behalf appointed by that court and any such committee receiver or other Person may vote by proxy. 83. No Person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a Class of Shares unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid. Where the Company has knowledge that any Member is under the Hong Kong Listing Rules required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted. 84. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. 85. Votes may be cast either personally or by proxy. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. A proxy need not be a Member of the Company. All resolutions shall be determined by poll and not on a show of hands save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Hong Kong Listing Rules to be voted on by a show of hands. 86. A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and subject to the terms of the instrument appointing him a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. 29PROXIES 87. The instrument appointing a proxy shall be in writing be executed under the hand of the appointor or of his attorney duly authorized in writing or if the appointor is a corporation under the hand of an officer or attorney duly authorized for that purpose. A proxy need not be a Member. 88. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or adjourned meeting. 89. The instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to confer authority to demand or join or concur in demanding a poll. 90. Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death insanity revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting or adjourned meeting at which it is sought to use the proxy.CORPORATIONS ACTING BY REPRESENTATIVES 91. Any corporation or other non-natural person which is a Member or a Director may in accordance with its constitutional documents or in the absence of such provision by resolution of its directors or other governing body authorize such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors and the Person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director. Where a corporation is so represented it shall be treated as being Present at any meeting. 92. [Intentionally left blank] 30DEPOSITARY AND CLEARING HOUSES 93. If a recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may by resolution of its directors or other governing body or by power of attorney authorize such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Members provided that if more than one Person is so authorized the authorization shall specify the number and Class of Shares in respect of which each such Person is so authorized. A Person so authorized pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorization. 93A. HKSCC must be entitled to appoint proxies or corporate representatives to attend the Company’s general meetings and creditors meetings and those proxies or corporate representatives must enjoy rights equivalent to the rights of other Members including the right to speak and vote. Where the Law prohibits HKSCC from appointing proxies or corporate representatives enjoying the rights described by this article the Company must make the necessary arrangements with HKSCC to ensure that Hong Kong investors holding shares through HKSCC enjoy the right to vote attend (in person or by proxy) and speak at general meetings.DIRECTORS 94. Unless otherwise determined by the Company by an Ordinary Resolution the authorized number of Directors shall not be less than three (3) Directors and there shall be no maximum number of Directors. 95. The Board shall have a Chairman elected and appointed by a simple majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a simple majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board save and except that if the Chairman is not Present at a meeting of the Board within sixty (60) minutes after the time appointed for holding the same or if the Chairman is unable or unwilling to act as the chairman of a meeting of the Board the attending Directors may choose one of their number to be the chairman of the meeting. 96. Subject to these Articlesthe Company may by Ordinary Resolution appoint any Person to be a Director. 97. Subject to these Articles the Board may by the affirmative vote of a simple majority of the remaining Directors Present and voting at a Board meeting appoint any Person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. 3198. A Director shall hold office until the expiration of his or her term or his or her successor shall have been elected and qualified or until his or her office is otherwise vacated. A Director appointed to fill a casual vacancy on or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his or her appointment and shall then be eligible for re-election at that meeting. 99. A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. 100. A Director (including a managing or other executive Directors) may be removed (with or without cause) from office at any time by Ordinary Resolution of the Company before the expiration of his or her term of office or the affirmative vote of a simple majority of the other Directors Present and voting at a Board meeting (but without prejudice to any claim for damages under such agreement). Save as otherwise provided by these Articles a vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors Present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than two (2) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal. 101. The remuneration of the Directors or past Directors including by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled) may be determined by the Board or by a committee designated by the Board or by Ordinary Resolution. 102. The Directors shall be entitled to be paid their travelling hotel and other expenses properly incurred by them in going to attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time or a combination partly of one such method and partly the other. 103. Subject to applicable Law Designated Stock Exchange Rules and the Articles the Board may establish any committee (consisting of such member or members of their body as they think fit) as the Board shall deem appropriate from time to time and such committees shall have such rights powers and privileges as granted to them by the Board from time to time. 32103A. The role of an Independent Non-executive Director shall include but is not limited to: (a) participating in Board meetings to bring an independent judgment to bear on issues of strategy policy performance accountability resources key appointments and standards of conduct; (b) taking the lead where potential conflicts of interests arise; (c) serving on the audit remuneration nomination and other governance committees if invited; and (d) scrutinizing the Company’s performance in achieving agreed corporate goals and objectives and monitoring performance reporting.The Independent Non-executive Directors shall give the Board and any committees on which they serve the benefit of their skills expertise and varied backgrounds and qualifications through regular attendance and active participation. They should also attend general meetings and develop a balanced understanding of the views of the members.The Independent Non-executive Directors shall make a positive contribution to the development of the Company’s strategy and policies through independent constructive and informed comments. 103B. At every annual general meeting of the Company the Independent Non-executive Directors for the time being shall retire from office by rotation provided that every Independent Non-executive Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Independent Non-executive Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat.POWERS AND DUTIES OF DIRECTORS 104. Subject to the provisions of the Statute the Memorandum and these Articles the business and affairs of the Company shall be conducted as directed by the Board. The Board shall have all such powers and authorities and may do all such acts and things to the maximum extent permitted by applicable Law the Memorandum and these Articles. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed. No alteration of the Memorandum or these Articles and no such direction shall invalidate any prior act of the Directors that would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is Present may exercise all powers exercisable by the Directors. 33105. Subject to these Articles the Board may from time to time and except as required by applicable Law or Designated Stock Exchange Rules adopt institute amend modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. For the avoidance of doubt if any corporate governance policies or initiatives of the Company adopted by resolution of the Board are inconsistent with the provisions in Articles 94 – 100 Articles 94 – 100 shall prevail. 106. Subject to these Articles the Directors may from time to time appoint any natural person or corporation whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company including but not limited to chief executive officer one or more other executive officers one or more vice-presidents treasurer assistant treasurer manager or controller and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. 107. The Directors may appoint any natural person or corporation to be a Secretary (and if need be two or more Persons as joint Secretaries an assistant Secretary or assistant Secretaries) who shall hold office for such term at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors. 108. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company firm or Person or body of Persons whether nominated directly or indirectly by the Directors to be the attorney or attorneys or authorized signatory (any such Person being an “Attorney” or “Authorized Signatory” respectively) of the Company for such purposes and with such powers authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorized Signatory as the Directors may think fit and may also authorize any such Attorney or Authorized Signatory to delegate all or any of the powers authorities and discretion vested in him. 109. (1) The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article. (2) All cheques promissory notes drafts bills of exchange and other instruments whether negotiable or transferable or not and all receipts for moneys paid to the Company shall be signed drawn accepted endorsed or otherwise executed as the case may be in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine. 34110. The Directors from time to time and at any time may establish any committees local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation. 111. The Directors from time to time and at any time may delegate to any such committee local board manager or agent any of the powers authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. 112. Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers authorities and discretion for the time being vested in them.BORROWING POWERS OF DIRECTORS 113. The Directors may from time to time at their discretion exercise all the powers of the Company to borrow money to mortgage or charge all or any part of its undertaking property and assets (present and future) and uncalled capital and to issue debentures bonds and other securities whenever money is borrowed or as security for any debt liability or obligation of the Company or of any third party. Debentures bonds and other securities may be made assignable free from any equities between the Company and the Person to whom the same may be issued. Any debentures bonds or other securities may be issued at a discount (other than shares) premium or otherwise and with any special privileges as to redemption surrender drawings allotment of shares attending and voting at general meetings of the Members appointment of Directors and otherwise.VACATION OF OFFICE AND REMOVAL OF DIRECTOR 114. The office of a Director shall be vacated if: (a) he gives notice in writing to the Company that he resigns the office of Director; (b) he dies becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) is prohibited by any applicable Law or Designated Stock Exchange Rules from being a Director; (d) he is found to be or becomes of unsound mind; or (e) is removed from office pursuant to any other provision of these Articles. 35MEETINGS OF THE BOARD 115. The Board shall meet at such times and in such places as the Board shall designate from time to time. A Director may and a Secretary or assistant Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. 116. Notice of a Board meeting shall be given two (2) calendar days prior to the meeting counting from the date service is deemed to take place as provided in these Articles and excluding the proposed date of the Board meeting; provided that such requirement may be waived in writing by a majority of the Directors then in office. 117. Subject to these Articles questions arising at any meeting shall be decided by a simple majority of votes of the Directors then in office at which there is a quorum with each having one (1) vote and in case of an equality of votes the Chairman shall have a second or casting vote. 118. A Director may participate in any meeting of the Board or of any committee of the Board by means of video conference teleconference or other similar communications equipment by means of which all Persons participating in the meeting can hear each other and such participation shall constitute such Director’s presence in person at the meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting. 119. The quorum necessary for the transaction of the business of the Board may be fixed by the Directors and unless so fixed the presence of a simple majority of Directors then in office shall constitute a quorum. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be Present for the purposes of determining whether or not a quorum is Present. 120. If a quorum is not Present at any duly called meeting such meeting may be adjourned to a time no earlier than forty-eight (48) hours after written notice of such adjournment has been given to the Directors. The Directors Present at such adjourned meeting shall constitute a quorum provided that the Directors Present at such adjourned meeting may only discuss and/or approve the matters as described in the meeting notice delivered to the Directors in accordance with these Articles. 121. A resolution in writing (in one or more counterparts) signed by all of the Directors then in office or all of the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors as the case may be (an alternate Director subject as provided otherwise in the terms of appointment of the alternate Director being entitled to sign such a resolution on behalf of his appointer) shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate. 36122. Subject to any regulations imposed on it by the Directors a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected or if at any meeting the chairman is not Present within fifteen (15) minutes after the time appointed for holding the meeting the committee members Present may choose one of their number to be chairman of the meeting. 123. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors questions arising at any meeting shall be determined by a simple majority of votes of the committee members Present and in case of an equality of votes the chairman shall have a second or casting vote. 124. All acts done by any meeting of the Directors or of a committee of Directors or by any Person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid or that they or any of them were disqualified be as valid as if every such Person had been duly appointed and was qualified to be a Director. 125. The Company shall pay all fees charges and expenses (including travel and related expenses) incurred by each Director in connection with: (i) attending the meetings of the Board and all committees thereof (if any) and (ii) conducting any other Company business requested by the Company.PRESUMPTION OF ASSENT 126. A Director who is Present at a meeting of the Board at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the Person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such Person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.DIRECTORS’ INTERESTS 127. A Director may: (a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary commission participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article; 37(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director; (c) continue to be or become a director managing director joint managing director deputy managing director executive director manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration profits or other benefits received by him as a director managing director joint managing director deputy managing director executive director manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favor of any resolution appointing themselves or any of them directors managing directors joint managing directors deputy managing directors executive directors managers or other officers of such company) or voting or providing for the payment of remuneration to the director managing director joint managing director deputy managing director executive director manager or other officers of such other company and any Director may vote in favor of the exercise of such voting rights in manner aforesaid notwithstanding that he may be or about to be appointed a director managing director joint managing director deputy managing director executive director manager or other officer of such a company and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.Notwithstanding the foregoing no “Independent Director” as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable Law or the Company’s listing requirements shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company. 128. Subject to applicable Law and to these Articles no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any office or place of profit or as vendor purchaser or in any other manner whatever nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration profit or other benefits realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 129 herein. Any suchtransaction that would reasonably be likely to affect a Director’s status as an “IndependentDirector” or that would constitute a “related party transaction” as defined by Item 7 of Form 20-F promulgated by the Commission shall require the approval of the Audit Committee. 38129. A Director who to his knowledge is in any way whether directly or indirectly interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered if he knows his interest then exists or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article a general Notice to the Board by a Director to the effect that by reason of facts specified in the notice he is to be regarded as interested in any contract or arrangement of a specified description which may after the date of the Notice be made by the Company shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given. 130. Following a declaration being made pursuant to the last preceding two Articles subject to any separate requirement for Audit Committee approval under applicable Law or the Designated Stock Exchange Rules a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.MINUTES 131. The Directors shall cause minutes to be made for the purpose of all appointments of officers made by the Directors all proceedings at meetings of the Company or the holders of any Class of Shares and of the Directors and of committees of Directors including the names of the Directors or alternate Directors Present at each meeting. 132. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.ALTERNATE DIRECTORS 133. Any Director (other than an alternate Director) may by writing appoint any other Director or any other Person willing to act to be an alternate Director and by writing may remove from office an alternate Director so appointed by him. 134. An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member to attend and vote at every such meeting at which the Director appointing him is not personally Present and generally to perform all the functions of his appointor as a Director in his absence. 135. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. 136. Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. 137. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. 39AUDIT COMMITTEE 138. Without prejudice to the freedom of the Directors to establish any other committees for so long as the Shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange the Board shall establish and maintain an Audit Committee as a committee of the Board the composition and responsibilities of which shall comply with the charter of the Audit Committee as adopted by the Board the Designated Stock Exchange Rules and the rules and regulations of the Commission.NOMINATION COMMITTEE 138A. The Board shall establish a Nomination Committee (which may be combined with the Corporate Governance Committee to form a single nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”)) which shall perform the following duties: (a) review the structure size and composition (including the skills knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; (b) identify individuals suitably qualified to become Directors and select or make recommendations to the Board on the selection of individuals nominated for directorships; (c) assess the independence of Independent Non-executive Directors; and (d) make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors in particular the chairman and the chief executive officer of the Company. 138B. The Nomination Committee shall comprise a majority of Independent Non-executive Directors and the chairman of the Nomination Committee shall be an Independent Non-executive Director. The Nomination Committee shall make available its terms of reference explaining its role and the authority delegated to it by the Board by publishing them on the Hong Kong Stock Exchange’s website and the Company’s website. The Company shall provide the Nomination Committee sufficient resources to perform its duties. Where necessary the Nomination Committee shall seek independent professional advice at the Company’s expense to perform its responsibilities. Where the Board proposes a resolution to elect an individual as an Independent Non-executive Director at a general meeting the circular to the members and/or explanatory statement accompanying the notice of the relevant general meeting shall set out: (a) the process used for identifying the individual and why the Board believes the individual should be elected and the reasons why it considers the individual to be independent; (b) if the proposed Independent Non-executive Director will be holding their seventh (or more) listed company directorship why the Board believes the individual would still be able to devote sufficient time to the Board; (c) the perspectives skills and experience that the individual can bring to the Board; and (d) how the individual contributes to diversity of the Board. 40CORPORATE GOVERNANCE COMMITTEE 138C. The Board shall establish a Corporate Governance Committee (which may be combined with the Nomination Committee to form a single Nominating and Corporate Governance Committee) which shall perform the following duties: (1) to review and monitor whether the Company is operated and managed for the benefit of all the Members; (2) to confirm on an annual basis that the holders of Class B Ordinary Shares (and where a holder is a Director Holding Vehicle the Founder holding and controlling such vehicle) have been members of the Board throughout the year and that no matters under rule 8A.17 of the Hong Kong Listing Rules have occurred during the relevant financial year; (3) to confirm on an annual basis whether or not the holders of Class B Ordinary Shares (and where a holder is a Director Holding Vehicle the Founder holding and controlling such vehicle) have complied with rules 8A.14 8A.15 8A.18 and 8A.24 of the Hong Kong Listing Rules throughout the year; (4) to review and monitor the management of conflicts of interests and make a recommendation to the Board on any matter where there is a potential conflict of interest between the Company a subsidiary of the Company and/or Members (considered as a group) on one hand and any beneficiary of voting rights attached to Class B Ordinary Shares on the other; (5) to review and monitor all risks related to the Company’s weighted voting rights structure including connected transactions between the Company and/or a subsidiary of the Company on one hand and any holders of Class B Ordinary Shares (and where a holder is a Director Holding Vehicle the Founder holding and controlling such vehicle) on the other and make a recommendation to the Board on any such transaction; (6) to make a recommendation to the Board as to the appointment or removal of the Compliance Adviser; (7) to seek to ensure effective and on-going communication between the Company and the Members particularly with regards to the requirements of rule 8A.35 of the Hong Kong Listing Rules; (8) to report on the work of the Corporate Governance Committee on at least a half yearly and annual basis covering all areas of its terms of reference; (9) to disclose on a comply or explain basis its recommendations to the Board in respect of the matters in sub-paragraphs (4) to (6) above in the report referred to in sub-paragraph (8) above; (10) to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board; (11) to review and monitor the training and continuous professional development of Directors and senior management; (12) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements; (13) to develop review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors; and (14) to review the Company’s compliance with the Corporate Governance Code (as set out in Appendix 14 (currently known as “Appendix C1”) to the Hong Kong Listing Rules) and disclosure in the Corporate Governance Report. The Corporate Governance Committee (whether or not combined with the Nomination Committee to form a single Nominating and Corporate Governance Committee) must be comprised entirely of Independent Non-executive Directors one of whom must act as the chairman. 138D. The Corporate Governance Report produced by the Company pursuant to the Hong Kong Listing Rules shall include a summary of the work of the Corporate Governance Committee with regards to its duties set out in Article 138C for the accounting period covered by both the half-yearly and annual report and disclose any significant subsequent events for the period up to the date of publication of the half-yearly and annual report to the extent possible. 41COMPLIANCE ADVISER 138E. The Company shall appoint a Compliance Adviser on a permanent basis. The Board shall consult with and if necessary seek advice from the Compliance Adviser on a timely and ongoing basis in the following circumstances: (a) before the publication of any regulatory announcement circular or financial report by the Company; (b) where a transaction which might be a notifiable or connected transaction (as defined in the Hong Kong Listing Rules) is contemplated by the Company including share issues and share repurchases; (c) where the Company proposes to use the proceeds of its initial public offering in a manner different from that detailed in the listing document in respect of such initial public offering or where the business activities developments or results of the Company deviate from any forecast estimate or other information set out in such listing document; and (d) where the Hong Kong Stock Exchange makes an inquiry of the Company under the Hong Kong Listing Rules. 138F. The Company shall also consult with and if necessary seek advice from the Compliance Adviser on a timely and ongoing basis on any matters related to: (a) the weighted voting rights structure of the Company; (b) transactions in which the holders of Class B Ordinary Shares have an interest; and (c) where there is a potential conflict of interest between the Company a subsidiary of the Company and/or the Members (considered as a group) on one hand and holders of Class B Ordinary Shares (and where a holder is a Director Holding Vehicle the Founder holding and controlling such vehicle) on the other. 42COMMUNICATION WITH SHAREHOLDERS AND DISCLOSURE 138G. The Company shall comply with the provisions of Section F “Shareholders Engagement” in Part 2 of Appendix 14 (currently known as “Appendix C1”) of the Hong Kong Listing Rules regarding communication with the Members. 138H. The Company shall include the words “A company controlled through weighted votingrights” or such language as may be specified by the Hong Kong Stock Exchange from time to time on the front page of all its listing documents periodic financial reports circulars notifications and announcements required by the Hong Kong Listing Rules and describe its weighted voting rights structure the rationale of such structure and the associated risks for the members prominently in its listing documents and periodic financial reports.This statement shall inform prospective investors of the potential risks of investing in the Company and that they should make the decision to invest only after due and careful consideration. 138I. The Company shall in its listing documents and its interim and annual reports: (a) identify the holders of Class B Ordinary Shares (and where a holder is a Director Holding Vehicle the Founder holding and controlling such vehicle); (b) disclose the impact of a potential conversion of Class B Ordinary Shares into Class A Ordinary Shares on its share capital; and (c) disclose all circumstances in which the weighted voting rights attached to the Class B Ordinary Shares shall cease.NO MINIMUM SHAREHOLDING 139. The Company in general meeting may fix a minimum shareholding required to be held by a Director but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.SEAL 140. The Company may if the Directors so determine have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors.Every instrument to which the Seal has been affixed shall be signed by at least one Person who shall be either a Director or some officer or other Person appointed by the Directors for the purpose. 141. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and if the Directors so determine with the addition on its face of the name of every place where it is to be used. 43142. A Director or officer representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.DIVIDENDS DISTRIBUTIONS AND RESERVE 143. Subject to the Statute and these Articles any rights and restrictions for the time being attached to any Shares the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorize payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realized or unrealized profits of the Company or out of the share premium account or as otherwise permitted by the Statute. 144. Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for dividend as from a particular date that Share shall rank for dividend accordingly. 145. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise. 146. The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares debentures or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors. 147. Any dividend distribution interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or in the case of joint holders to the registered address of the holder who is first named on the Register of Members or to such Person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent. Any one of three or more joint holders may give effectual receipts for any dividends bonuses or other monies payable in respect of the Share held by them as joint holders. 148. If several Persons are registered as joint holders of any Share any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share. 44149. No dividend or distribution shall bear interest against the Company except as expressly provided in these Articles. 150. Any dividend which cannot be paid to a Member and/or which remains unclaimed after six (6) months from the date of declaration of such dividend may in the discretion of the Directors be invested or otherwise made use of by the Board for the benefit of the Company until claimed or be paid into a separate account in the Company’s name provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain as a debt due to the Member. Any dividend which remains unclaimed after a period of six (6) years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.CAPITALIZATION 151. Subject to applicable Law the Directors may: (a) resolve to capitalize any sum standing to the credit of any of the Company’s reserve accounts or funds (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; (b) appropriate the sum resolved to be capitalized to the Members in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: (i) paying up the amounts (if any) for the time being unpaid on Shares held by them respectively or (ii) paying up in full unissued Shares or debentures of a nominal amount equal to that sum and allot the Shares or debentures credited as fully paid to the Members (or as they may direct) in those proportions or partly in one way and partly in the other but the Share Premium Account the capital redemption reserve and profits which are not available for distribution may for the purposes of this Article only be applied in paying up unissued Shares to be allotted to Members credited as fully paid; (c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular without limitation where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; 45(d) authorize a Person to enter (on behalf of all the Members concerned) into an agreement with the Company providing for either: (i) the allotment to the Members respectively credited as fully paid of Shares or debentures to which they may be entitled on the capitalization or (ii) the payment by the Company on behalf of the Members (by the application of their respective proportions of the reserves resolved to be capitalized) of the amounts or part of the amounts remaining unpaid on their existing Shares and any such agreement made under this authority being effective and binding on all those Members; and (e) generally do all acts and things required to give effect to the resolution. 152. Notwithstanding any provisions in these Articles the Directors may resolve to capitalize any sum standing to the credit of any of the Company’s reserve accounts or funds (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to: (a) employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such Persons that has been adopted or approved by the Directors or the Members; (b) any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such Persons that has been adopted or approved by the Directors or Members; or (c) any depositary of the Company for the purposes of the issue allotment and delivery by the depositary of ADSs to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such Persons that has been adopted or approved by the Directors or the Members. 46BOOKS OF ACCOUNT 153. The Directors shall cause proper books of account to be kept at such place as they may from time to time designate with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to inspection of Members not being Directors and no such Member shall have any right of inspecting any account or book or document of the Company except as conferred by the Statute or the Law (including the Hong Kong Listing Rules) or authorized by the Directors or the Company in general meeting or in a written agreement binding on the Company. 154. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts balance sheets group accounts (if any) and such other reports and accounts as may be required by Law.AUDIT 155. Subject to applicable Law and Designated Stock Exchange Rules the appointment and removal of the Auditor shall be approved by a majority of the Members or other body that is independent of the Board. The removal of an Auditor before the expiration of his period of office shall require the approval of an Ordinary Resolution. 156. The remuneration of the Auditor shall be approved by majority of the Members or other body that is independent of the Board. 157. [Intentionally left blank] 158. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor. 159. Auditors shall if so required by the Directors make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment and at any time during their term of office upon request of the Directors or any general meeting of the Members. 47160. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and in case information shall have been called for from Directors or officers of the Company whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards.The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee.The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so the financial statements and the report of the Auditor should disclose this act and name such country or jurisdiction.SHARE PREMIUM ACCOUNT 161. The Directors shall in accordance with the Statute establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. 162. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or if permitted by the Statute out of capital.NOTICES 163. Notices or document (including any “corporate communication” within the meaning ascribed thereto under the Hong Kong Listing Rules) shall be in writing and may be given by the Company to any Member either personally or by sending it by post overnight or international courier facsimile or electronic mail to him or to his address as shown in the Register of Members (or where the notice is given by facsimile or electronic mail by sending it to the facsimile number or electronic address provided by such Member) or by placing it on the Company’s Website subject to applicable Law and Designated Stock Exchange Rules. 164. A notice may be given by the Company to the joint holders of record of a Share by giving the notice to the joint holder first named on the Register of Members in respect of the Share. 165. A notice may be given by the Company to the Person or Persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member by sending it through overnight or international courier as aforesaid in a pre-paid letter addressed to them by name or by the title of representatives of the deceased or trustee of the bankrupt or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 48166. Notice of every general meeting shall be given in any manner hereinbefore authorized to: (a) every Person shown as a Member in the Register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members; and (b) every Person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting. No other Person shall be entitled to receive notices of general meetings. 167. Any notice or other document if served by: (a) post shall be deemed to have been served or delivered on the day following that on which the envelope containing the same properly prepaid and addressed is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other Person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; (b) facsimile shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient; (c) recognized courier service shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; (d) electronic mail shall be deemed to have been served immediately upon the time of the transmission by electronic mail; or (e) placing it on the Company’s Website shall be deemed to have been served immediately upon the time when the same is placed on the Company’s Website. 168. Any Members Present at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and where requisite of the purposes for which such meeting was convened. 169. A notice may be given by the Company to the Person or Persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name or by the title of representatives of the deceased or trustee of the bankrupt or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 49170. Whenever any notice is required by law or these Articles to be given to any Director member of a committee or Member a waiver thereof in writing signed by the Person or Persons entitled to said notice whether before or after the time stated therein shall be deemed equivalent thereto.INFORMATION 171. No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public. 172. The Board shall be entitled to release or disclose any information in its possession custody or control regarding the Company or its affairs to any of its Members including without limitation information contained in the Register and transfer books of the Company.WINDING UP 173. If the Company shall be wound up the liquidator may with the sanction of a Special Resolution and any other sanction required by the Statute divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different Classes of Members. The liquidator may with the like sanction vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like sanction shall think fit but so that no Member shall be compelled to accept any asset upon which there is a liability. 174. If the Company shall be wound up and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital such assets shall be distributed so that as nearly as may be the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. 50INDEMNITY 175. Subject to the Statute the Memorandum and these Articles and where applicable Designated Stock Exchange Rules and/or the rules of any competent regulatory authority the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs executors administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions proceedings costs charges losses damages and expenses that they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty and no such Director or officer or trustee shall be answerable for the acts receipts neglects or defaults of any other Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other Persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his or her office or trust unless the same shall happen through the fraud or dishonesty of such Director or officer or trustee.FISCAL YEAR 176. Unless the Directors otherwise prescribe the financial year of the Company shall end on the 31st of December in each year and following the year of incorporation shall begin on the 1st of January in each year.DISCLOSURE 177. The Directors or any service providers (including the officers the Secretary and the registered office agent of the Company) specifically authorized by the Directors shall be entitled to disclose to any regulatory or judicial authority or to the Designated Stock Exchange any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.TRANSFER BY WAY OF CONTINUATION 178. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated registered or existing. In furtherance of a resolution adopted pursuant to this Article the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. 51MERGERS AND CONSOLIDATIONS 179. The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.SUBMISSION TO JURISDICTION 180. For the avoidance of doubt and without limiting the jurisdiction of the Cayman Courts to hear settle and/or determine disputes related to the Company the courts of the Cayman Islands and Hong Kong shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director officer or other employee of the Company to the Company or the Members (iii) any action asserting a claim arising pursuant to any provision of the Statute or these Articles including but not limited to any purchase or acquisition of Shares security or guarantee provided in consideration thereof (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognised under the laws of the United States of America from time to time) or (v) hearing settling and/or determining any dispute controversy or claim whether arising out of or in connection with these Articles or otherwise. The federal courts of the United States of America shall have exclusive jurisdiction to hear settle and/or determine any dispute controversy or claim in relation to any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States unless otherwise agreed by the Company in writing. Without prejudice to the foregoing if any part of this Article is held to be illegal invalid or unenforceable under applicable law the illegal invalid or unenforceable portion of this Article shall not affect or impair the legality validity or enforceability of the rest of the Articles and this Article shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company. Any person or entity purchasing or otherwise acquiring any share in or of the Company or other security of the Company whether by transfer sale operation of law or otherwise shall be deemed to have notice of and have irrevocably agreed and consented to the provisions of this Article. 52SECTION D DEPOSIT AGREEMENT TUYA INC.AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement March 17 2021TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.1. American Depositary Shares 1 SECTION 1.2. Commission 2 SECTION 1.3. Company 2 SECTION 1.4. Custodian 2 SECTION 1.5. Deliver; Surrender 2 SECTION 1.6. Deposit Agreement 3 SECTION 1.7. Depositary; Depositary’s Office 3 SECTION 1.8. Deposited Securities 3 SECTION 1.9. Disseminate 3 SECTION 1.10. Dollars 3 SECTION 1.11. DTC 3 SECTION 1.12. Foreign Registrar 3 SECTION 1.13. Holder 3 SECTION 1.14. Owner 4 SECTION 1.15. Receipts 4 SECTION 1.16. Registrar 4 SECTION 1.17. Replacement 4 SECTION 1.18. Restricted Securities 4 SECTION 1.19. Securities Act of 1933 4 SECTION 1.20. Shares 4 SECTION 1.21. SWIFT 5 SECTION 1.22. Termination Option Event 5 ARTICLE 2. FORM OF RECEIPTS DEPOSIT OF SHARES DELIVERY TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES 6 SECTION 2.1. Form of Receipts; Registration and Transferability of American Depositary Shares 6 SECTION 2.2. Deposit of Shares 7 SECTION 2.3. Delivery of American Depositary Shares 8 SECTION 2.4. Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares 8 SECTION 2.5. Surrender of American Depositary Shares and Withdrawal of Deposited Securities 9 SECTION 2.6. Limitations on Delivery Registration of Transfer and Surrender of American Depositary Shares 10 SECTION 2.7. Lost Receipts etc 10 SECTION 2.8. Cancellation and Destruction of Surrendered Receipts 11 SECTION 2.9. DTC Direct Registration System and Profile Modification System 11 ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES 11 SECTION 3.1. Filing Proofs Certificates and Other Information 11 SECTION 3.2. Liability of Owner for Taxes 12 SECTION 3.3. Warranties on Deposit of Shares 12 SECTION 3.4. Disclosure of Interests 12 iARTICLE 4. THE DEPOSITED SECURITIES 13 SECTION 4.1. Cash Distributions 13 SECTION 4.2. Distributions Other Than Cash Shares or Rights 14 SECTION 4.3. Distributions in Shares 15 SECTION 4.4. Rights 16 SECTION 4.5. Conversion of Foreign Currency 17 SECTION 4.6. Fixing of Record Date 18 SECTION 4.7. Voting of Deposited Shares 19 SECTION 4.8. Tender and Exchange Offers; Redemption Replacement or Cancellation of Deposited Securities 20 SECTION 4.9. Reports 21 SECTION 4.10. Lists of Owners 21 SECTION 4.11. Withholding 21 ARTICLE 5. THE DEPOSITARY THE CUSTODIANS AND THE COMPANY 22 SECTION 5.1. Maintenance of Office and Register by the Depositary 22 SECTION 5.2. Prevention or Delay of Performance by the Company or the Depositary 22 SECTION 5.3. Obligations of the Depositary and the Company 23 SECTION 5.4. Resignation and Removal of the Depositary 24 SECTION 5.5. The Custodians 25 SECTION 5.6. Notices and Reports 25 SECTION 5.7. Distribution of Additional Shares Rights etc 26 SECTION 5.8. Indemnification 26 SECTION 5.9. Charges of Depositary 27 SECTION 5.10. Retention of Depositary Documents 28 SECTION 5.11. Exclusivity 28 SECTION 5.12. Information for Regulatory Compliance 28 ARTICLE 6. AMENDMENT AND TERMINATION 28 SECTION 6.1. Amendment 28 SECTION 6.2. Termination 29 ARTICLE 7. MISCELLANEOUS 30 SECTION 7.1. Counterparts; Signatures; Delivery 30 SECTION 7.2. No Third Party Beneficiaries 30 SECTION 7.3. Severability 30 SECTION 7.4. Owners and Holders as Parties; Binding Effect 30 SECTION 7.5. Notices 30 SECTION 7.6. Arbitration; Settlement of Disputes 31 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 32 SECTION 7.8. Waiver of Immunities 33 SECTION 7.9. Governing Law 33 iiDEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of March 17 2021 among TUYA INC. a company incorporated under the laws of the Cayman Islands (herein called the Company) THE BANK OF NEW YORK MELLON a New York banking corporation (herein called the Depositary) and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.WITNESSETH: WHEREAS the Company desires to provide as set forth in this Deposit Agreement for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) under this Deposit Agreement for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and WHEREAS the American Depositary Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement with appropriate insertions modifications and omissions as set forth in this Deposit Agreement; NOW THEREFORE in consideration of the premises it is agreed by and between the parties hereto as follows: ARTICLE 1. DEFINITIONS The following definitions shall for all purposes unless otherwise clearly indicated apply to the respective terms used in this Deposit Agreement: SECTION 1.1. American Depositary Shares.The term “American Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated American Depositary Shares.Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement except that if there is a distribution upon Deposited Securities covered by Section 4.3 a change in Deposited Securities covered by Section 4.8 with respect to which additional American Depositary Shares are not delivered or a sale of Deposited Securities under Section 3.2 or 4.8 each American Depositary Share shall thereafter represent the amount of Shares or other Deposited Securities that are then on deposit per American Depositary Share after giving effect to that distribution change or sale. 1SECTION 1.2. Commission. The term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.SECTION 1.3. Company.The term “Company” shall mean Tuya Inc. a company incorporated under the laws of the Cayman Islands and its successors.SECTION 1.4. Custodian.The term “Custodian” shall mean The Hongkong and Shanghai Banking Corporation Limited as custodian for the Depositary in Hong Kong for the purposes of this Deposit Agreement and any other firm or corporation the Depositary appoints under Section 5.5 as a substitute or additional custodian under this Deposit Agreement and shall also mean all of them collectively.SECTION 1.5. Deliver; Surrender.(a) The term “deliver” or its noun form when used with respect to Shares or other Deposited Securities shall mean (i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing those Shares or other Deposited Securities registered in the name of or duly endorsed or accompanied by proper instruments of transfer to the person entitled to that delivery.(b) The term “deliver” or its noun form when used with respect to American Depositary Shares shall mean (i) registration of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares to an account at DTC designated by the person entitled to that delivery (ii) registration of those American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing to that person of a statement confirming that registration or (iii) if requested by the person entitled to that delivery execution and delivery at the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those American Depositary Shares registered in the name requested by that person.(c) The term “surrender” when used with respect to American Depositary Shares shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary (ii) delivery to the Depositary at its Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office of one or more Receipts evidencing American Depositary Shares. 2SECTION 1.6. Deposit Agreement. The term “Deposit Agreement” shall mean this Deposit Agreement as it may be amended from time to time in accordance with the provisions of this Deposit Agreement.SECTION 1.7. Depositary; Depositary’s Office.The term “Depositary” shall mean The Bank of New York Mellon a New York banking corporation and any successor as depositary under this Deposit Agreement. The term “Office” when used with respect to the Depositary shall mean the office at which its depositary receipts business is administered which at the date of this Deposit Agreement is located at 240 Greenwich Street New York New York 10286.SECTION 1.8. Deposited Securities.The term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement including without limitation Shares that have not been successfully delivered upon surrender of American Depositary Shares and any and all other securities property and cash received by the Depositary or the Custodian in respect of Deposited Securities and at that time held under this Deposit Agreement.SECTION 1.9. Disseminate.The term “Disseminate” when referring to a notice or other information to be sent by the Depositary to Owners shall mean (i) sending that information to Owners in paper form by mail or another means or (ii) with the consent of Owners another procedure that has the effect of making the information available to Owners which may include (A) sending the information by electronic mail or electronic messaging or (B) sending in paper form or by electronic mail or messaging a statement that the information is available and may be accessed by the Owner on an Internet website and that it will be sent in paper form upon request by the Owner when that information is so available and is sent in paper form as promptly as practicable upon request.SECTION 1.10. Dollars.The term “Dollars” shall mean United States dollars.SECTION 1.11. DTC.The term “DTC” shall mean The Depository Trust Company or its successor.SECTION 1.12. Foreign Registrar.The term “Foreign Registrar” shall mean the entity that carries out the duties of registrar for the Shares and any other agent of the Company for the transfer and registration of Shares including without limitation any securities depository for the Shares.SECTION 1.13. Holder.The term “Holder” shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares whether for its own account or for the account of another person but that is not the Owner of that Receipt or those American Depositary Shares. 3SECTION 1.14. Owner. The term “Owner” shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that purpose.SECTION 1.15. Receipts.The term “Receipts” shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated American Depositary Shares as the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.SECTION 1.16. Registrar.The term “Registrar” shall mean any corporation or other entity that is appointed by the Depositary to register American Depositary Shares and transfers of American Depositary Shares as provided in this Deposit Agreement.SECTION 1.17. Replacement.The term “Replacement” shall have the meaning assigned to it in Section 4.8.SECTION 1.18. Restricted Securities.The term “Restricted Securities” shall mean Shares that (i) are “restricted securities” as defined in Rule 144 under the Securities Act of 1933 except for Shares that could be resold in reliance on Rule 144 without any conditions (ii) are beneficially owned by an officer director (or person performing similar functions) or other affiliate of the Company (iii) otherwise would require registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States or (iv) are subject to other restrictions on sale or deposit under the laws of the Cayman Islands a shareholder agreement or the articles of association or similar document of the Company.SECTION 1.19. Securities Act of 1933.The term “Securities Act of 1933” shall mean the United States Securities Act of 1933 as from time to time amended.SECTION 1.20. Shares.The term “Shares” shall mean Class A ordinary shares of the Company that are validly issued and outstanding fully paid and nonassessable and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided however that if there shall occur any change in nominal or par value a split-up or consolidation or any other reclassification or upon the occurrence of an event described in Section 4.8 an exchange or conversion in respect of the Shares of the Company the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal value split-up or consolidation or such other reclassification or such exchange or conversion. 4SECTION 1.21. SWIFT. The term “SWIFT” shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial Telecommunication or its successor.SECTION 1.22. Termination Option Event.The term “Termination Option Event” shall mean any of the following events or conditions: (i) the Company institutes proceedings to be adjudicated as bankrupt or insolvent consents to the institution of bankruptcy or insolvency proceedings against it files a petition or answer or consent seeking reorganization or relief under any applicable law in respect of bankruptcy or insolvency consents to the filing of any petition of that kind or to the appointment of a receiver liquidator assignee trustee custodian or sequestrator (or other similar official) of it or any substantial part of its property or makes an assignment for the benefit of creditors or if information becomes publicly available indicating that unsecured claims against the Company are not expected to be paid; (ii) the Shares are delisted or the Company announces its intention to delist the Shares from a stock exchange outside the United States and the Company has not applied to list the Shares on any other stock exchange outside the United States; (iii) the American Depositary Shares are delisted from a stock exchange in the United States on which the American Depositary Shares were listed and 30 days after that delisting the American Depositary Shares have not been listed on another stock exchange in the United States nor is there a symbol available for over-the-counter trading of the American Depositary Shares in the United States; (iv) the Depositary has received notice of facts that indicate or otherwise has reason to believe that the American Depositary Shares have become or with the passage of time will become ineligible for registration on Form F-6 under the Securities Act of 1933; or (v) an event or condition that is defined as a Termination Option Event in Section 4.1 4.2 or 4.8. 5ARTICLE 2. FORM OF RECEIPTS DEPOSIT OF SHARES DELIVERY TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES SECTION 2.1. Form of Receipts; Registration and Transferability of American Depositary Shares.Definitive Receipts shall be substantially in the form set forth in Exhibit A to this Deposit Agreement with appropriate insertions modifications and omissions as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless that Receipt has been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar. The Depositary shall maintain books on which (x) each Receipt so executed and delivered as provided in this Deposit Agreement and each transfer of that Receipt and (y) all American Depositary Shares delivered as provided in this Deposit Agreement and all registrations of transfer of American Depositary Shares shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a proper officer of the Depositary shall subject to the other provisions of this paragraph bind the Depositary even if that person was not a proper officer of the Depositary on the date of issuance of that Receipt.The Receipts and statements confirming registration of American Depositary Shares may have incorporated in or attached to them such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto or to indicate any special limitations or restrictions to which any particular Receipts and American Depositary Shares are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.American Depositary Shares evidenced by a Receipt when the Receipt is properly endorsed or accompanied by proper instruments of transfer shall be transferable as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary notwithstanding any notice to the contrary may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary Shares). 6SECTION 2.2. Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian accompanied by any appropriate instruments or instructions for transfer or endorsement in form satisfactory to the Custodian.As conditions of accepting Shares for deposit the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement (ii) a written order directing the Depositary to deliver to or upon the written order of the person or persons stated in that order American Depositary Shares representing those deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary a Custodian or a nominee of the Depositary or a Custodian (iv) evidence satisfactory to the Depositary that any necessary approval for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment or other instrument satisfactory to the Depositary that provides for the prompt transfer to the Custodian of any dividend or right to subscribe for additional Shares or to receive other property that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.The Depositary shall refuse and shall instruct the Custodian to refuse to accept Shares for deposit if the Depositary has received a notice from the Company that the Company has restricted transfer of those Shares under the Company’s articles of association or any applicable laws or that the deposit would result in any violation of the Company’s articles of association or any applicable laws.At the request and risk and expense of a person proposing to deposit Shares and for the account of that person the Depositary may receive certificates for Shares to be deposited together with the other instruments specified in this Section for the purpose of forwarding those Share certificates to the Custodian for deposit under this Deposit Agreement.The Depositary shall instruct each Custodian that upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited under this Deposit Agreement together with the other documents specified in this Section that Custodian shall as soon as transfer and recordation can be accomplished present that certificate or those certificates to the Company or the Foreign Registrar if applicable for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee.Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. 7SECTION 2.3. Delivery of American Depositary Shares. The Depositary shall instruct each Custodian that upon receipt by that Custodian of any deposit pursuant to Section 2.2 together with the other documents or evidence required under that Section that Custodian shall notify the Depositary of that deposit and the person or persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof. Upon receiving a notice of a deposit from a Custodian or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary the Depositary subject to the terms and conditions of this Deposit Agreement shall deliver to or upon the order of the person or persons entitled thereto the number of American Depositary Shares issuable in respect of that deposit but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of those American Depositary Shares as provided in Section 5.9 and of all taxes and governmental charges and fees payable in connection with that deposit and the transfer of the deposited Shares.However the Depositary shall deliver only whole numbers of American Depositary Shares.SECTION 2.4. Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.The Depositary subject to the terms and conditions of this Deposit Agreement shall register a transfer of American Depositary Shares on its transfer books upon (i) in the case of certificated American Depositary Shares surrender of the Receipt evidencing those American Depositary Shares by the Owner or by a duly authorized attorney properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares receipt from the Owner of a proper instruction (including for the avoidance of doubt instructions through DRS and Profile as provided in Section 2.9) and in either case duly stamped as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer the Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.The Depositary subject to the terms and conditions of this Deposit Agreement shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.The Depositary upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary upon receipt of a proper instruction (including for the avoidance of doubt instructions through DRS and Profile as provided in Section 2.9) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares shall cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.The Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary. 8SECTION 2.5. Surrender of American Depositary Shares and Withdrawal of Deposited Securities.Upon surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities and subject to the terms and conditions of this Deposit Agreement the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made) to or as instructed by that Owner of the amount of Deposited Securities at the time represented by those American Depositary Shares but not any money or other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date) and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. That delivery shall be made as provided in this Section without unreasonable delay.As a condition of accepting a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities the Depositary may require (i) that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii) that the surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in that order.Thereupon the Depositary shall direct the Custodian to deliver subject to Sections 2.6 3.1 and 3.2 the other terms and conditions of this Deposit Agreement and local market rules and practices to the surrendering Owner or to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided the amount of Deposited Securities represented by the surrendered American Depositary Shares and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission.If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal that delivery will be made at the Custodian’s office except that at the request risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited Securities and for the account of that Owner the Depositary shall direct the Custodian to forward any cash or other property comprising and forward a certificate or certificates if applicable and other proper documents of title if any for the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the order received from the surrendering Owner. 9SECTION 2.6. Limitations on Delivery Registration of Transfer and Surrender of American Depositary Shares.As a condition precedent to the delivery registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities the Depositary Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Deposit Agreement may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement including without limitation this Section 2.6.The Depositary may refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular instances or may suspend deposits of Shares or registration of transfer generally whenever it or the Company considers it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities in particular instances or may suspend surrenders for the purpose of withdrawal generally but notwithstanding anything to the contrary in this Deposit Agreement only for (i) temporary delays caused by closing of the Depositary’s register or the register of holders of Shares maintained by the Company or the Foreign Registrar or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends (ii) the payment of fees taxes and similar charges (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities or (iv) any other reason that at the time is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act of 1933 or any successor to that provision.The Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares that at the time of deposit are Restricted Securities.SECTION 2.7. Lost Receipts etc.If a Receipt is mutilated destroyed lost or stolen the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form or if requested by the Owner execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon surrender and cancellation of that mutilated Receipt or in lieu of and in substitution for that destroyed lost or stolen Receipt. However before the Depositary will deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt in substitution for a destroyed lost or stolen Receipt the Owner must (a) file with the Depositary (i) a request for that replacement before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfy any other reasonable requirements imposed by the Depositary. 10SECTION 2.8. Cancellation and Destruction of Surrendered Receipts. The Depositary shall cancel all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.SECTION 2.9. DTC Direct Registration System and Profile Modification System.(a) Notwithstanding the provisions of Section 2.4 the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant claiming to act on behalf of an Owner of American Depositary Shares to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.(b) In connection with DRS/Profile the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a) above has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES SECTION 3.1. Filing Proofs Certificates and Other Information.Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence exchange control approval or such information relating to the registration on the books of the Company or the Foreign Registrar if applicable to execute such certificates and to make such representations and warranties as the Depositary may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. The Depositary may withhold the delivery or registration of transfer of American Depositary Shares the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and warranties are made. The Depositary shall provide the Company upon the Company’s written request and at the Company’s expense as promptly as practicable with copies of any information or other materials that the Depositary receives pursuant to this Section to the extent that the requested disclosure is permitted under applicable law. 11SECTION 3.2. Liability of Owner for Taxes. If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 applies that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made and may withhold any dividends or other distributions or the proceeds thereof or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but even after a sale of that kind the Owner of those American Depositary Shares shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under this Section the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.SECTION 3.3. Warranties on Deposit of Shares.Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor if applicable are validly issued fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall also be deemed to represent that the Shares at the time of deposit are not Restricted Securities. All representations and warranties deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary Shares.SECTION 3.4. Disclosure of Interests.When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares directly or indirectly of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. 12ARTICLE 4. THE DEPOSITED SECURITIES SECTION 4.1. Cash Distributions.Whenever the Depositary receives any cash dividend or other cash distribution on Deposited Securities the Depositary shall subject to the provisions of Section 4.5 convert that dividend or other distribution into Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto in proportion to the number of American Depositary Shares representing those Deposited Securities held by them respectively; provided however that if the Custodian or the Depositary shall be required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental charges the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly.However the Depositary will not pay any Owner a fraction of one cent but will round each Owner’s entitlement to the nearest whole cent.The Company or its agent will remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency.If a cash distribution would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares the Depositary may: (i) require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that cash distribution; or (ii) sell all Deposited Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution call for surrender of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.If the Depositary acts under this paragraph that action shall also be a Termination Option Event. 13SECTION 4.2. Distributions Other Than Cash Shares or Rights. Subject to the provisions of Sections 4.11 and 5.9 whenever the Depositary receives any distribution other than a distribution described in Section 4.1 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities) the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled thereto after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided however that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto or if for any other reason (including but not limited to any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be lawful and feasible the Depositary after consultation with the Company to the extent practicable may adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution including but not limited to the public or private sale of the securities or property thus received or any part thereof and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.The Depositary may sell by public or private sale an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. 14If a distribution to be made under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares the Depositary may: (i) require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution; or (ii) sell all Deposited Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution call for surrender of all those American Depositary Shares and require that surrender as a condition of making that distribution.If the Depositary acts under this paragraph that action shall also be a Termination Option Event.SECTION 4.3. Distributions in Shares.Whenever the Depositary receives any distribution on Deposited Securities consisting of a dividend in or free distribution of Shares the Depositary may and if the Company so requests in writing shall deliver to the Owners entitled thereto in proportion to the number of American Depositary Shares representing those Deposited Securities held by them respectively an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend or free distribution subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares including withholding of any tax or governmental charge as provided in Section 4.11 and payment of the fees and expenses of the Depositary as provided in Section 5.9 (and the Depositary may sell by public or private sale an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds all in the manner and subject to the conditions described in Section 4.1.If and to the extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold each American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented thereby.If the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash Shares or other securities or a combination of those things or a right to elect to have a distribution sold on their behalf the Depositary may after consultation with the Company make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners the Depositary may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933 that has not been effected. 15SECTION 4.4. Rights. (a) If rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities the Company and the Depositary shall endeavor to consult as to the actions if any the Depositary should take in connection with that grant of rights. The Depositary may to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or American Depositary Shares representing those securities to Owners (ii) if requested in writing by the Company deliver the rights to or to the order of certain Owners or (iii) sell the rights to the extent practicable and distribute the net proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised delivered or disposed of under (i) (ii) or (iii) above the Depositary shall permit the rights to lapse unexercised.(b) If the Depositary will act under (a)(i) above the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon the exercise of the rights the Depositary shall on behalf of that Owner exercise the rights and purchase the securities. The purchased securities shall be delivered to or as instructed by the Depositary. The Depositary shall (i) deposit the purchased Shares under this Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable Owners without registration under the Securities Act of 1933. For the avoidance of doubt nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to rights or the underlying securities or to endeavor to have such a registration statement declared effective.(c) If the Depositary will act under (a)(ii) above the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law the Depositary will deliver those rights as requested by that Owner.(d) If the Depositary will act under (a)(iii) above the Depositary will use reasonable efforts to sell the rights in proportion to the number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights that were sold upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise. 16(e) Payment or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under this Section 4.4.(f) The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise rights on behalf of Owners in general or any Owner in particular or to sell rights.SECTION 4.5. Conversion of Foreign Currency.Whenever the Depositary or the Custodian receives foreign currency by way of dividends or other distributions or the net proceeds from the sale of securities property or rights and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States the Depositary or one of its agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may determine that foreign currency into Dollars and those Dollars shall be distributed as promptly as practicable to the Owners entitled thereto. A cash distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange restrictions the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.If a conversion of foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency thereof the Depositary may but will not be required to file an application for that approval or license.If the Depositary determines that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States or if any approval or license of any government or agency thereof that is required for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary the Depositary may distribute the foreign currency received by the Depositary to or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same.If any conversion of foreign currency in whole or in part cannot be effected for distribution to some of the Owners entitled thereto the Depositary may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to or hold that balance uninvested and without liability for interest thereon for the account of the Owners entitled thereto. 17The Depositary may convert currency itself or through any of its affiliates or the Custodian or the Company may convert currency and pay Dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates the Depositary acts as principal for its own account and not as agent advisor broker or fiduciary on behalf of any other person and earns revenue including without limitation transaction spreads that it will retain for its own account.The revenue is based on among other things the difference between the exchange rate assigned to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners subject to the Depositary’s obligations under Section 5.3. The methodology used to determine exchange rates used in currency conversions made by the Depositary is available upon request. Where the Custodian converts currency the Custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to Owners and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances the Depositary may receive dividends or other distributions from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by or on behalf of the Company and in such cases the Depositary will not engage in or be responsible for any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with the rate.SECTION 4.6. Fixing of Record Date.Whenever a cash dividend cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4) or the Depositary receives notice that a distribution or issuance of that kind will be made or whenever the Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send a notice under Section 4.7 or whenever the Depositary will assess a fee or charge against the Owners or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share or whenever the Depositary otherwise finds it necessary or convenient the Depositary shall fix a record date which shall be the same as or as near as practicable to any corresponding record date set by the Company with respect to Shares (a) for the determination of the Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights (ii) who shall be entitled to give instructions for the exercise of voting rights at that meeting (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date was set or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively to give voting instructions or to act in respect of the other matter for which that record date was fixed or be responsible for that fee or charge as the case may be. 18SECTION 4.7. Voting of Deposited Shares. (a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote if requested in writing by the Company the Depositary shall as soon as practicable thereafter Disseminate to the Owners a notice the form of which shall be in the sole discretion of the Depositary that shall contain (i) the information contained in the notice of meeting received by the Depositary (ii) a statement that the Owners as of the close of business on a specified record date will be entitled subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares (iii) a statement as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).(b) Upon the written request of an Owner of American Depositary Shares as of the date of the request or if a record date was specified by the Depositary as of that record date received on or before any Instruction Cutoff Date established by the Depositary the Depositary may and if the Depositary sent a notice under the preceding paragraph shall endeavor in so far as practicable to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary.(c) There can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.(d) In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares if the Company will request the Depositary to Disseminate a notice under paragraph (a) above the Company shall give the Depositary notice of the meeting details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection with the meeting not less than 40 days prior to the meeting date. 19SECTION 4.8. Tender and Exchange Offers; Redemption Replacement or Cancellation of Deposited Securities.(a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”) except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.(b) If the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”) the Depositary at the expense of the Company shall (i) if required surrender Deposited Securities that have been redeemed to the issuer of those securities or its agent on the redemption date (ii) Disseminate a notice to Owners (A) notifying them of that Redemption (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 (and for the avoidance of doubt Owners shall not be entitled to receive that money under Section 4.1). If the Redemption affects less than all the Deposited Securities the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.(c) If the Depositary is notified of or there occurs any change in nominal value or any subdivision combination or any other reclassification of the Deposited Securities or any recapitalization reorganization sale of assets substantially as an entirety merger or consolidation affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder of Deposited Securities and as a result securities or other property have been or will be delivered in exchange conversion replacement or in lieu of Deposited Securities (a “Replacement”) the Depositary shall if required surrender the old Deposited Securities affected by that Replacement of Shares and hold as new Deposited Securities under this Deposit Agreement the new securities or other property delivered to it in that Replacement. However the Depositary may elect to sell those new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under this Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933 or for any other reason at public or private sale at such places and on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event. 20(d) In the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement the Depositary may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.(e) If there are no Deposited Securities with respect to American Depositary Shares including if the Deposited Securities are cancelled or the Deposited Securities with respect to American Depositary Shares have become apparently worthless the Depositary may call for surrender of those American Depositary Shares or may cancel those American Depositary Shares upon notice to Owners and that condition shall be a Termination Option Event.SECTION 4.9. Reports.The Depositary shall make available for inspection by Owners at its Office any reports and communications including any proxy solicitation material received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications including any proxy soliciting material to which this Section applies to the Depositary in English to the extent those materials are required to be translated into English pursuant to any regulations of the Commission.SECTION 4.10. Lists of Owners.Upon written request by the Company the Depositary shall at the expense of the Company furnish to it a list as of a recent date of the names addresses and American Depositary Share holdings of all Owners.SECTION 4.11. Withholding.If the Depositary determines that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge that the Depositary is obligated to withhold the Depositary may sell by public or private sale all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems necessary and practicable to pay those taxes or charges and the Depositary shall distribute the net proceeds of that sale after deduction of those taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.Services for Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld and the fees and costs associated with using services of that kind are not provided under and are outside the scope of this Deposit Agreement.Each Owner and Holder agrees to indemnify the Company the Depositary the Custodian and their respective directors employees agents and affiliates for and hold each of them harmless against any claim by any governmental authority with respect to taxes additions to tax penalties or interest arising out of any refund of taxes reduced withholding at source or other tax benefit received by it. 21ARTICLE 5. THE DEPOSITARY THE CUSTODIANS AND THE COMPANY SECTION 5.1. Maintenance of Office and Register by the Depositary.Until termination of this Deposit Agreement in accordance with its terms the Depositary shall maintain facilities for the delivery registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.The Depositary shall keep a register of all Owners and all outstanding American Depositary Shares which shall be open for inspection by the Owners at the Depositary’s Office during regular business hours but only for the purpose of communicating with Owners regarding the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.The Depositary may close the register for delivery registration of transfer or surrender for the purpose of withdrawal from time to time as provided in Section 2.6.If any American Depositary Shares are listed on one or more stock exchanges the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges.The Company shall have the right at all reasonable times upon written request to inspect the transfer and registration records of the Depositary the Registrar and any co-transfer agents or co-registrars and to require them to supply at the Company’s expense (unless otherwise agreed in writing between the Company and the Depositary) copies of such portion of their records as the Company may reasonably request.SECTION 5.2. Prevention or Delay of Performance by the Company or the Depositary.Neither the Depositary nor the Company nor any of their respective directors employees agents or affiliates shall incur any liability to any Owner or Holder: (i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States any State of the United States or any other state or jurisdiction or of any governmental or regulatory authority or stock exchange; (B) (in the case of the Depositary only) any provision present or future of the articles of association or similar document of the Company or any provision of any securities issued or distributed by the Company or any offering or distribution thereof; or (C) any event or circumstance whether natural or caused by a person or persons that is beyond the ability of the Depositary or the Company as the case may be to prevent or counteract by reasonable care or effort (including but not limited to earthquakes floods severe storms fires explosions war terrorism civil unrest labor disputes criminal acts or outbreaks of infectious disease; interruptions or malfunctions of utility services Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment) the Depositary or the Company is directly or indirectly prevented from forbidden to or delayed in or could be subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform any act or thing that by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; 22(ii) for any exercise of or failure to exercise any discretion provided for in this Deposit Agreement (including any determination by the Depositary or the Company to take or not take any action that this Deposit Agreement provides the Depositary or the Company as the case may be may take); (iii) for the inability of any Owner or Holder to benefit from any distribution offering right or other benefit that is made available to holders of Deposited Securities but is not under the terms of this Deposit Agreement made available to Owners or Holders; or (iv) for any special consequential or punitive damages for any breach of the terms of this Deposit Agreement.Where by the terms of a distribution to which Section 4.1 4.2 or 4.3 applies or an offering to which Section 4.4 applies or for any other reason that distribution or offering may not be made available to Owners and the Depositary may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners then the Depositary shall not make that distribution or offering available to Owners and shall allow any rights if applicable to lapse.SECTION 5.3. Obligations of the Depositary and the Company.The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including without limitation liability with respect to the validity or worth of the Deposited Securities) except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith and the Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders.Neither the Depositary nor the Company shall be under any obligation to appear in prosecute or defend any action suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.Each of the Depositary and the Company may rely and shall be protected in relying upon any written notice request direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel accountants any person presenting Shares for deposit any Owner or any other person believed by it in good faith to be competent to give such advice or information.The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. 23The Depositary shall not be liable for the acts or omissions of any securities depository clearing agency or settlement system in connection with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.In the absence of bad faith on its part the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote.The Depositary shall have no duty to make any determination or provide any information as to the tax status of the Company. Neither the Depositary nor the Company shall have any liability for any tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. Neither the Depositary nor the Company shall be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.SECTION 5.4. Resignation and Removal of the Depositary.The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2.The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section.If the Depositary resigns or is removed the Company shall use its best efforts to appoint a successor depositary which shall be a bank or trust company having an office in the Borough of Manhattan The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal the Depositary upon payment of all sums due it from the Company shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary.Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. 24SECTION 5.5. The Custodians. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians each of which shall thereafter be one of the Custodians under this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and upon the effectiveness of that resignation there would be no Custodian acting under this Deposit Agreement the Depositary shall as promptly as practicable after receiving that notice appoint a substitute custodian or custodians each of which shall thereafter be a Custodian under this Deposit Agreement. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian as promptly as practicable. The Depositary shall require any Custodian that resigns or is removed to deliver all Deposited Securities held by it to another Custodian.SECTION 5.6. Notices and Reports.If the Company takes or decides to take any corporate action of a kind that is addressed in Sections 4.1 to 4.4 or 4.6 to 4.8 or that effects or will effect a change of the name or legal structure of the Company or that effects or will effect a change to the Shares the Company shall notify the Depositary and the Custodian of that action or decision as soon as it is lawful and practical to give that notice. The notice shall be in English and shall include all details that the Company is required to include in any notice to any governmental or regulatory authority or securities exchange or is required to make available generally to holders of Shares by publication or otherwise.The Company will arrange for the translation into English if not already in English to the extent required pursuant to any regulations of the Commission and the prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company the Depositary will Disseminate at the Company’s expense those notices reports and communications to all Owners or otherwise make them available to Owners in a manner that the Company specifies as substantially equivalent to the manner in which those communications are made available to holders of Shares and compliant with the requirements of any securities exchange on which the American Depositary Shares are listed. The Company will timely provide the Depositary with the quantity of such notices reports and communications as requested by the Depositary from time to time in order for the Depositary to effect that Dissemination.The Company represents as of the date of this Deposit Agreement that the statements in Article 11 of the form of Receipt appearing as Exhibit A to this Deposit Agreement with respect to the Company’s obligation to file periodic reports under the United States Securities Exchange Act of 1934 as amended or its qualification for exemption from registration under that Act pursuant to Rule 12g3-2(b) under that Act as the case may be are true and correct. The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any of those statements or if there is any change in the Company’s status regarding those reporting obligations or that qualification. 25SECTION 5.7. Distribution of Additional Shares Rights etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares (2) rights to subscribe for Shares (3) securities convertible into Shares or (4) rights to subscribe for such securities (each a “Distribution”) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and if reasonably requested in writing by the Depositary the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary stating that the Distribution does not require or if made in the United States would not require registration under the Securities Act of 1933. The Company agrees with the Depositary that neither the Company nor any company controlled by controlling or under common control with the Company will at any time deposit any Shares that at the time of deposit are Restricted Securities.SECTION 5.8. Indemnification.The Company agrees to indemnify the Depositary its directors employees agents and affiliates and each Custodian against and hold each of them harmless from any liability or expense (including but not limited to any documented fees and expenses incurred in seeking enforcing or collecting such indemnity and the documented reasonable fees and expenses of counsel) that may arise out of or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof or (b) acts performed or omitted pursuant to the provisions of or in connection with this Deposit Agreement and the American Depositary Shares as the same may be amended modified or supplemented from time to time (i) by either the Depositary or a Custodian or their respective directors employees agents and affiliates except for any liability or expense arising out of the negligence or bad faith of either of them or (ii) by the Company or any of its directors employees agents and affiliates.The Depositary agrees to indemnify the Company its directors employees agents and affiliates and hold them harmless from any liability or expense (including but not limited to any documented fees and expenses incurred in seeking enforcing or collecting such indemnity and documented reasonable fees and expenses of counsel) that may arise out of acts performed or omitted by the Depositary or any Custodian or their respective directors employees agents and affiliates due to their negligence or bad faith. 26SECTION 5.9. Charges of Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including without limitation issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3) or by Owners as applicable: (1) taxes and other governmental charges (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are expressly provided in this Deposit Agreement (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement including but not limited to Sections 4.1 through 4.4 and Section 4.8 (7) a fee for the distribution of securities pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will not exercise or sell those rights on behalf of Owners) such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under this Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners (8) in addition to any fee charged under item 6 above a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services which will be payable as provided in item 9 below and (9) any other charges payable by the Depositary or the Custodian any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s agents in connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).The Depositary may collect any of its fees by deduction from any cash distribution payable or by selling a portion of any securities to be distributed to Owners that are obligated to pay those fees.In performing its duties under this Deposit Agreement the Depositary may use brokers dealers foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees spreads or commissions.The Depositary may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. 27SECTION 5.10. Retention of Depositary Documents. The Depositary is authorized to destroy those documents records bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company at the Company’s expense requests reasonably prior to such destruction that those papers be retained for a longer period or turned over to the Company.SECTION 5.11. Exclusivity.Without prejudice to the Company’s rights under Section 5.4 the Company agrees not to appoint any other depositary for issuance of depositary shares depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.SECTION 5.12. Information for Regulatory Compliance.Each of the Company and the Depositary shall provide to the other as promptly as practicable information from its records or otherwise available to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.ARTICLE 6. AMENDMENT AND TERMINATION SECTION 6.1. Amendment.The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or desirable.Any amendment that would impose or increase any fees or charges (other than taxes and other governmental charges registration fees cable (including SWIFT) or facsimile transmission costs delivery costs or other such expenses) or that would otherwise prejudice any substantial existing right of Owners shall however not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder at the time any amendment so becomes effective shall be deemed by continuing to hold American Depositary Shares or any interest therein to consent and agree to that amendment and to be bound by this Deposit Agreement as amended thereby. Upon the effectiveness of an amendment to the form of Receipt including a change in the number of Shares represented by each American Depositary Share the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares to effect that change of ratio.In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law. 28SECTION 6.2. Termination. (a) The Company may initiate termination of this Deposit Agreement by notice to the Depositary.The Depositary may initiate termination of this Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 or (ii) a Termination Option Event has occurred or will occur. If termination of this Deposit Agreement is initiated the Depositary shall Disseminate a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination Date”) which shall be at least 90 days after the date of that notice and this Deposit Agreement shall terminate on that Termination Date.(b) After the Termination Date the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9.(c) At any time after the Termination Date the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale together with any other cash then held by it hereunder unsegregated and without liability for interest for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale the Depositary shall be discharged from all obligations under this Deposit Agreement except (i) to account for the net proceeds and other cash (after deducting in each case the fee of the Depositary for the surrender of American Depositary Shares any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges) and (ii) for its obligations under Section 5.8 and (iii) to act as provided in paragraph (d) below.(d) After the Termination Date if any American Depositary Shares shall remain outstanding the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that have not been sold) may sell rights and other property as provided in this Deposit Agreement and shall deliver Deposited Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction in each case of the fee of the Depositary for the surrender of American Depositary Shares any expenses for the account of the Owner of those American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges).After the Termination Date the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the Owners and need not give any further notices or perform any further acts under this Deposit Agreement except as provided in this Section. 29ARTICLE 7. MISCELLANEOUS SECTION 7.1. Counterparts; Signatures; Delivery.This Deposit Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of those counterparts shall constitute one and the same instrument.Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Holder during regular business hours.The exchange of copies of this Deposit Agreement and manually-signed signature pages by facsimile or email attaching a pdf or similar bit-mapped image shall constitute effective execution and delivery of this Deposit Agreement as to the parties to it; copies and signature pages so exchanged may be used in lieu of the original Deposit Agreement and signature pages for all purposes and shall have the same validity legal effect and admissibility in evidence as an original manual signature; the parties to this Deposit Agreement hereby agree not to argue to the contrary.SECTION 7.2. No Third Party Beneficiaries.This Deposit Agreement is for the exclusive benefit of the Company the Depositary the Owners and the Holders and their respective successors and shall not be deemed to give any legal or equitable right remedy or claim whatsoever to any other person.SECTION 7.3. Severability.In case any one or more of the provisions contained in this Deposit Agreement or in a Receipt should be or become invalid illegal or unenforceable in any respect the validity legality and enforceability of the remaining provisions contained in this Deposit Agreement or that Receipt shall in no way be affected prejudiced or disturbed thereby.SECTION 7.4. Owners and Holders as Parties; Binding Effect.The Owners and Holders from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions of this Deposit Agreement and of the Receipts by acceptance of American Depositary Shares or any interest therein.SECTION 7.5. Notices.Any and all notices to be given to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or sent by domestic first class or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped image of a signed writing addressed to 10/F Building A Huace Center Xihu District Hangzhou City Zhejiang 310012 People’s Republic of China or any other place to which the Company may have transferred its principal office with notice to the Depositary.Any and all notices to be given to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally delivered or sent by first class domestic or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped image of a signed writing addressed to The Bank of New York Mellon 240 Greenwich Street New York New York 10286 Attention: Depositary Receipt Administration or any other place to which the Depositary may have transferred its Office with notice to the Company. 30Delivery of a notice to the Company or Depositary by mail or air courier shall be deemed effected when deposited postage prepaid in a post-office letter box or received by an air courier service.Delivery of a notice to the Company or Depositary sent by facsimile transmission or email shall be deemed effected when the recipient acknowledges receipt of that notice.A notice to be given to an Owner shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will be effective when personally delivered or sent by first class domestic or international air mail or air courier addressed to that Owner at the address of that Owner as it appears on the transfer books for American Depositary Shares of the Depositary or if that Owner has filed with the Depositary a written request that notices intended for that Owner be mailed to some other address at the address designated in that request.Dissemination in electronic form will be effective when sent in the manner consented to by the Owner to the electronic address most recently provided by the Owner for that purpose.SECTION 7.6. Arbitration; Settlement of Disputes.Any controversy claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities the American Depositary Shares the Receipts or this Deposit Agreement or the breach hereof or thereof if so elected by the claimant shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.The place of the arbitration shall be The City of New York State of New York United States of America and the language of the arbitration shall be English.The number of arbitrators shall be three each of whom shall be disinterested in the dispute or controversy shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute controversy or cause of action shall involve more than two parties the parties shall attempt to align themselves in two sides (i.e. claimant(s) and respondent(s)) each of which shall appoint one arbitrator as if there were only two parties to such dispute controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand the American Arbitration Association shall appoint the three arbitrators each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country whether or not a party is a national of that country.The arbitral tribunal shall have no authority to award any consequential special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not in any event make any ruling finding or award that does not conform to the terms and conditions of this Deposit Agreement. 31SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.The Company hereby (i) designates and appoints the person named in Exhibit A to this Deposit Agreement as the Company’s authorized agent in the United States upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities the American Depositary Shares the Receipts or this Deposit Agreement (a “Proceeding”) (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding may be instituted and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceeding. The Company agrees to deliver to the Depositary upon the execution and delivery of this Deposit Agreement a written acceptance by the agent named in Exhibit A to this Deposit Agreement of its appointment as process agent. The Company further agrees to take any and all action including the filing of any and all such documents and instruments as may be necessary to continue that designation and appointment in full force and effect or to appoint and maintain the appointment of another process agent located in the United States as required above and to deliver to the Depositary a written acceptance by that agent of that appointment for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the designation and appointment of a process agent in the United States in full force and effect the Company hereby waives personal service of process upon it and consents that a service of process in connection with a Proceeding may be made by certified or registered mail return receipt requested directed to the Company at its address last specified for notices under this Deposit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so mailed.EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING FOR AVOIDANCE OF DOUBT EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN OR THE BREACH HEREOF OR THEREOF INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT TORT OR ANY OTHER THEORY) AND ANY CLAIM BASED ON U.S. FEDERAL SECURITIES LAWS.No disclaimer of liability under the United States federal securities laws or the rules and regulations thereunder is intended by any provision of this Deposit Agreement inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations under those laws rules and regulations. 32SECTION 7.8. Waiver of Immunities. To the extent that the Company or any of its properties assets or revenues may have or may hereafter become entitled to or have attributed to it any right of immunity on the grounds of sovereignty or otherwise from any legal action suit or proceeding from the giving of any relief in any respect thereof from setoff or counterclaim from the jurisdiction of any court from service of process from attachment upon or prior to judgment from attachment in aid of execution or judgment or from execution of judgment or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment in any jurisdiction in which proceedings may at any time be commenced with respect to its obligations liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities the American Depositary Shares the Receipts or this Deposit Agreement the Company to the fullest extent permitted by law hereby irrevocably and unconditionally waives and agrees not to plead or claim any immunity of that kind and consents to relief and enforcement as provided above.SECTION 7.9. Governing Law.This Deposit Agreement and the Receipts shall be interpreted in accordance with and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York. 33IN WITNESS WHEREOF TUYA INC. and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.TUYA INC.By: /s/Xueji Wang Name: Xueji Wang Title: Chief Executive Officer and Director THE BANK OF NEW YORK MELLON as Depositary By: /s/Robert W. Goad Name: Robert W. Goad Title: Managing DirectorEXHIBIT A AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents One deposited Share) THE BANK OF NEW YORK MELLON AMERICAN DEPOSITARY RECEIPT FOR CLASS A ORDINARY SHARES OF TUYA INC.(INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS) The Bank of New York Mellon as depositary (hereinafter called the “Depositary”) hereby certifies that or registered assigns IS THE OWNER OF AMERICAN DEPOSITARY SHARES representing deposited Class A ordinary shares (herein called “Shares”) of Tuya Inc. incorporated under the laws of the Cayman Islands (herein called the “Company”). At the date hereof each American Depositary Share represents one Share deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) with a custodian for the Depositary (herein called the “Custodian”) that as of the date of the Deposit Agreement was The Hongkong and Shanghai Banking Corporation Limited located in Hong Kong. The Depositary’s Office and its principal executive office are located at 240 Greenwich Street New York N.Y. 10286.THE DEPOSITARY’S OFFICE ADDRESS IS 240 GREENWICH STREET NEW YORK N.Y. 10286 A-11. THE DEPOSIT AGREEMENT.This American Depositary Receipt is one of an issue (herein called “Receipts”) all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement dated as of March 17 2021 (herein called the “Deposit Agreement”) among the Company the Depositary and all Owners and Holders from time to time of American Depositary Shares issued thereunder each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities property and cash from time to time received in respect of those Shares and held thereunder (those Shares securities property and cash are herein called “Deposited Securities”).Copies of the Deposit Agreement are on file at the Depositary’s Office in New York City and at the office of the Custodian.The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement. 2. SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.Upon surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit Agreement and payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities and subject to the terms and conditions of the Deposit Agreement the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made) to or as instructed by that Owner of the amount of Deposited Securities at the time represented by those American Depositary Shares but not any money or other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date) and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. The Depositary shall direct the Custodian with respect to delivery of Deposited Securities and may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission. If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal that delivery will be made at the Custodian’s office except that at the request risk and expense of the surrendering Owner and for the account of that Owner the Depositary shall direct the Custodian to forward any cash or other property comprising and forward a certificate or certificates if applicable and other proper documents of title if any for the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the order received from the surrendering Owner.A-23. REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; C O M B I N A T I O N A N D S P L I T - U P O F R E C E I P T S ; I N T E R C H A N G E O F CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.The Depositary subject to the terms and conditions of the Deposit Agreement shall register a transfer of American Depositary Shares on its transfer books upon (i) in the case of certificated American Depositary Shares surrender of the Receipt evidencing those American Depositary Shares by the Owner or by a duly authorized attorney properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares receipt from the Owner of a proper instruction (including for the avoidance of doubt instructions through DRS and Profile as provided in Section 2.9 of that Agreement) and in either case duly stamped as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer the Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.The Depositary subject to the terms and conditions of the Deposit Agreement shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.The Depositary upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary upon receipt of a proper instruction (including for the avoidance of doubt instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares shall cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.As a condition precedent to the delivery registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities the Depositary the Custodian or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.A-3The Depositary may refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular instances or may suspend deposits of Shares or registration of transfer generally whenever it or the Company considers it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities in particular instances or may suspend surrenders for the purpose of withdrawal generally but notwithstanding anything to the contrary in the Deposit Agreement only for (i) temporary delays caused by closing of the Depositary’s register or the register of holders of Shares maintained by the Company or the Foreign Registrar or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends (ii) the payment of fees taxes and similar charges (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities or (iv) any other reason that at the time is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act of 1933 or any successor to that provision.The Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares that at the time of deposit are Restricted Securities. 4. LIABILITY OF OWNER FOR TAXES. If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 of the Deposit Agreement applies that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made and may withhold any dividends or other distributions or the proceeds thereof or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares and may apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but even after a sale of that kind the Owner shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under Section 3.2 of the Deposit Agreement that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1 of the Deposit Agreement. If the number of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under Section 3.2 of the Deposit Agreement the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.A-45. WARRANTIES ON DEPOSIT OF SHARES.Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor if applicable are validly issued fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall also be deemed to represent that the Shares at the time of deposit are not Restricted Securities. All representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery of American Depositary Shares. 6. FILING PROOFS CERTIFICATES AND OTHER INFORMATION. Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence exchange control approval or such information relating to the registration on the books of the Company or the Foreign Registrar if applicable to execute such certificates and to make such representations and warranties as the Depositary may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for deposit the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement (ii) a written order directing the Depositary to deliver to or upon the written order of the person or persons stated in that order the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary a Custodian or a nominee of the Depositary or a Custodian (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment or other instrument satisfactory to the Depositary that provides for the prompt transfer to the Custodian of any dividend or right to subscribe for additional Shares or to receive other property that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary shall refuse and shall instruct the Custodian to refuse to accept Shares for deposit if the Depositary has received a notice from the Company that the Company has restricted transfer of those Shares under the Company’s articles of association or any applicable laws or that the deposit would result in any violation of the Company’s articles of association or any applicable laws. The Depositary shall provide the Company upon the Company’s written request and at the Company’s expense as promptly as practicable with copies of any information or other materials which the Depositary receives pursuant to Section 3.4 of the Deposit Agreement to the extent that the requested disclosure is permitted under applicable law.A-57. CHARGES OF DEPOSITARY.The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including without limitation issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement) or by Owners as applicable: (1) taxes and other governmental charges (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are expressly provided in the Deposit Agreement (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including but not limited to Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where the Depositary will not exercise or sell those rights on behalf of Owners) such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under the Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners (8) in addition to any fee charged under item 6 a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services which will be payable as provided in item 9 below and (9) any other charges payable by the Depositary or the Custodian any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s agents in connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).The Depositary may collect any of its fees by deduction from any cash distribution payable or by selling a portion of any securities to be distributed to Owners that are obligated to pay those fees.The Depositary may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.From time to time the Depositary may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment and maintenance of the American Depositary Shares program waive fees and expenses for services provided by the Depositary or share revenue from the fees collected from Owners or Holders. In performing its duties under the Deposit Agreement the Depositary may use brokers dealers foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees spreads or commissions.A-68. DISCLOSURE OF INTERESTS.When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to Section 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or other Holder through which it holds American Depositary Shares directly or indirectly of all information responsive to a request made pursuant to that Section relating to that Holder that is known to that Owner or other Holder. 9. TITLE TO AMERICAN DEPOSITARY SHARES. It is a condition of the American Depositary Shares and every successive Owner and Holder of American Depositary Shares by accepting or holding the same consents and agrees that American Depositary Shares evidenced by a Receipt when the Receipt is properly endorsed or accompanied by proper instruments of transfer shall be transferable as certificated registered securities under the laws of the State of New York and that American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary notwithstanding any notice to the contrary may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes and neither the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American Depositary Shares but only to the Owner. 10. VALIDITY OF RECEIPT. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose unless this Receipt shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar.A-711. REPORTS; INSPECTION OF TRANSFER BOOKS.The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Securities and Exchange Commission.Those reports will be available for inspection and copying through the Commission’s EDGAR system or at public reference facilities maintained by the Commission in Washington D.C.The Depositary will make available for inspection by Owners at its Office any reports notices and other communications including any proxy soliciting material received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications including any proxy soliciting material to which Section 4.9 of the Deposit Agreement applies to the Depositary in English to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.The Depositary will maintain a register of American Depositary Shares and transfers of American Depositary Shares which shall be open for inspection by the Owners at the Depositary’s Office during regular business hours but only for the purpose of communicating with Owners regarding the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares. 12. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary receives any cash dividend or other cash distribution on Deposited Securities the Depositary will if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into Dollars transferable to the United States and subject to the Deposit Agreement convert that dividend or other cash distribution into Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto; provided however that if the Custodian or the Depositary is required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental charges the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly.If a cash distribution would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares the Depositary may: (i) require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that cash distribution; or (ii) sell all Deposited Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution call for surrender of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.If the Depositary acts under this paragraph that action shall also be a Termination Option Event.A-8Subject to the provisions of Section 4.11 and 5.9 of the Deposit Agreement whenever the Depositary receives any distribution other than a distribution described in Section 4.1 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities) the Depositary will cause the securities or property received by it to be distributed to the Owners entitled thereto after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided however that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto or if for any other reason the Depositary deems such distribution not to be lawful and feasible the Depositary may adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution including but not limited to the public or private sale of the securities or property thus received or any part thereof and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto all in the manner and subject to the conditions set forth in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.2 of the Deposit Agreement if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell by public or private sale an amount of securities or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution.If a distribution to be made under Section 4.2 of the Deposit Agreement would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares the Depositary may: (i) require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution; or (ii) sell all Deposited Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution call for surrender of all those American Depositary Shares and require that surrender as a condition of making that distribution.If the Depositary acts under this paragraph that action shall also be a Termination Option Event.A-9Whenever the Depositary receives any distribution consisting of a dividend in or free distribution of Shares the Depositary may and if the Company so requests in writing shall deliver to the Owners entitled thereto an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend or free distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement (and the Depositary may sell by public or private sale an amount of Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds all in the manner and subject to the conditions described in Section 4.1 of the Deposit Agreement. If and to the extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold each American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented thereby.If the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash Shares or other securities or a combination of those things or a right to elect to have a distribution sold on their behalf the Depositary may after consultation with the Company make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners the Depositary may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933 that has not been effected.If the Depositary determines that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge that the Depositary is obligated to withhold the Depositary may sell by public or private sale all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems necessary and practicable to pay those taxes or charges and the Depositary shall distribute the net proceeds of that sale after deduction of those taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.Each Owner and Holder agrees to indemnify the Company the Depositary the Custodian and their respective directors employees agents and affiliates for and hold each of them harmless against any claim by any governmental authority with respect to taxes additions to tax penalties or interest arising out of any refund of taxes reduced withholding at source or other tax benefit received by it. Services for Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld and the fees and costs associated with using services of that kind are not provided under and are outside the scope of the Deposit Agreement.A-1013. RIGHTS.(a) If rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities the Company and the Depositary shall endeavor to consult as to the actions if any the Depositary should take in connection with that grant of rights. The Depositary may to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or American Depositary Shares representing those securities to Owners (ii) if requested in writing by the Company deliver the rights to or to the order of certain Owners or (iii) sell the rights to the extent practicable and distribute the net proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised delivered or disposed of under (i) (ii) or (iii) above the Depositary shall permit the rights to lapse unexercised.(b) If the Depositary will act under (a)(i) above the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon the exercise of the rights the Depositary shall on behalf of that Owner exercise the rights and purchase the securities. The purchased securities shall be delivered to or as instructed by the Depositary. The Depositary shall (i) deposit the purchased Shares under the Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable Owners without registration under the Securities Act of 1933. (c) If the Depositary will act under (a)(ii) above the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law the Depositary will deliver those rights as requested by that Owner.(d) If the Depositary will act under (a)(iii) above the Depositary will use reasonable efforts to sell the rights in proportion to the number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights that were sold upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.(e) Payment or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the expenses of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under Section 4.4 of that Agreement.A-11(f) The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise rights on behalf of Owners in general or any Owner in particular or to sell rights. 14. CONVERSION OF FOREIGN CURRENCY. Whenever the Depositary or the Custodian receives foreign currency by way of dividends or other distributions or the net proceeds from the sale of securities property or rights and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States the Depositary or one of its agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may determine that foreign currency into Dollars and those Dollars shall be distributed as promptly as practicable to the Owners entitled thereto. A cash distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange restrictions the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.If a conversion of foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency thereof the Depositary may but will not be required to file an application for that approval or license.If the Depositary determines that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States or if any approval or license of any government or agency thereof that is required for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary the Depositary may distribute the foreign currency received by the Depositary to or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same.A-12If any conversion of foreign currency in whole or in part cannot be effected for distribution to some of the Owners entitled thereto the Depositary may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to or hold that balance uninvested and without liability for interest thereon for the account of the Owners entitled thereto.The Depositary may convert currency itself or through any of its affiliates or the Custodian or the Company may convert currency and pay Dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates the Depositary acts as principal for its own account and not as agent advisor broker or fiduciary on behalf of any other person and earns revenue including without limitation transaction spreads that it will retain for its own account. The revenue is based on among other things the difference between the exchange rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners subject to the Depositary’s obligations under Section 5.3 of that Agreement. The methodology used to determine exchange rates used in currency conversions made by the Depositary is available upon request. Where the Custodian converts currency the Custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to Owners and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances the Depositary may receive dividends or other distributions from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by or on behalf of the Company and in such cases the Depositary will not engage in or be responsible for any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with the rate.A-1315. RECORD DATES.Whenever a cash dividend cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4 of the Deposit Agreement) or the Depositary receives notice that a distribution or issuance of that kind will be made or whenever the Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send a notice under Section 4.7 of the Deposit Agreement or whenever the Depositary will assess a fee or charge against the Owners or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share or whenever the Depositary otherwise finds it necessary or convenient the Depositary shall fix a record date which shall be the same as or as near as practicable to any corresponding record date set by the Company with respect to Shares (a) for the determination of the Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights (ii) who shall be entitled to give instructions for the exercise of voting rights at that meeting (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date was set or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively to give voting instructions or to act in respect of the other matter for which that record date was fixed or be responsible for that fee or charge as the case may be.A-1416. VOTING OF DEPOSITED SHARES.(a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote if requested in writing by the Company the Depositary shall as soon as practicable thereafter Disseminate to the Owners a notice the form of which shall be in the sole discretion of the Depositary that shall contain (i) the information contained in the notice of meeting received by the Depositary (ii) a statement that the Owners as of the close of business on a specified record date will be entitled subject to any applicable provision of Cayman Island law and of the articles of association or similar documents of the Company to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares (iii) a statement as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).(b) Upon the written request of an Owner of American Depositary Shares as of the date of the request or if a record date was specified by the Depositary as of that record date received on or before any Instruction Cutoff Date established by the Depositary the Depositary may and if the Depositary sent a notice under the preceding paragraph shall endeavor in so far as practicable to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary.(c) There can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.(d) In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares if the Company will request the Depositary to Disseminate a notice under paragraph (a) above the Company shall give the Depositary notice of the meeting details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection with the meeting not less than 40 days prior to the meeting date.A-1517. TENDER AND EXCHANGE OFFERS; REDEMPTION REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.(a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”) except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.(b) If the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”) the Depositary at the expense of the Company shall (i) if required surrender Deposited Securities that have been redeemed to the issuer of those securities or its agent on the redemption date (ii) Disseminate a notice to Owners (A) notifying them of that Redemption (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and (iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 of that Agreement (and for the avoidance of doubt Owners shall not be entitled to receive that money under Section 4.1 of that Agreement). If the Redemption affects less than all the Deposited Securities the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.A-16(c) If the Depositary is notified of or there occurs any change in nominal value or any subdivision combination or any other reclassification of the Deposited Securities or any recapitalization reorganization sale of assets substantially as an entirety merger or consolidation affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder of Deposited Securities and as a result securities or other property have been or will be delivered in exchange conversion replacement or in lieu of Deposited Securities (a “Replacement”) the Depositary shall if required surrender the old Deposited Securities affected by that Replacement of Shares and hold as new Deposited Securities under the Deposit Agreement the new securities or other property delivered to it in that Replacement.However the Depositary may elect to sell those new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under the Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933 or for any other reason at public or private sale at such places and on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event.(d) In the case of a Replacement where the new Deposited Securities will continue to be held under the Deposit Agreement the Depositary may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.(e) If there are no Deposited Securities with respect to American Depositary Shares including if the Deposited Securities are cancelled or the Deposited Securities with respect to American Depositary Shares become apparently worthless the Depositary may call for surrender of those American Depositary Shares or may cancel those American Depositary Shares upon notice to Owners and that condition shall be a Termination Option Event.A-1718. LIABILITY OF THE COMPANY AND DEPOSITARY.Neither the Depositary nor the Company nor any of their respective directors employees agents or affiliates shall incur any liability to any Owner or Holder: (i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States any State of the United States or any other state or jurisdiction or of any governmental or regulatory authority or stock exchange; (B) (in the case of the Depositary only) any provision present or future of the articles of association or similar document of the Company or by reason of any provision of any securities issued or distributed by the Company or any offering or distribution thereof; or (C) any event or circumstance whether natural or caused by a person or persons that is beyond the ability of the Depositary or the Company as the case may be to prevent or counteract by reasonable care or effort (including but not limited to earthquakes floods severe storms fires explosions war terrorism civil unrest labor disputes criminal acts or outbreaks of infectious disease; interruptions or malfunctions of utility services Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment) the Depositary or the Company is directly or indirectly prevented from forbidden to or delayed in or could be subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform any act or thing that by the terms of the Deposit Agreement or the Deposited Securities it is provided shall be done or performed; (ii) for any exercise of or failure to exercise any discretion provided for in the Deposit Agreement (including any determination by the Depositary or the Company to take or not take any action that the Deposit Agreement provides the Depositary or the Company as the case may be may take); (iii) for the inability of any Owner or Holder to benefit from any distribution offering right or other benefit that is made available to holders of Deposited Securities but is not under the terms of the Deposit Agreement made available to Owners or Holders; or (iv) for any special consequential or punitive damages for any breach of the terms of the Deposit Agreement.Where by the terms of a distribution to which Section 4.1 4.2 or 4.3 of the Deposit Agreement applies or an offering to which Section 4.4 of that Agreement applies or for any other reason that distribution or offering may not be made available to Owners and the Depositary may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners then the Depositary shall not make that distribution or offering available to Owners and shall allow any rights if applicable to lapse.A-18Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or Holders except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in prosecute or defend any action suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or other person. Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel accountants any person presenting Shares for deposit any Owner or Holder or any other person believed by it in good faith to be competent to give such advice or information.Each of the Depositary and the Company may rely and shall be protected in relying upon any written notice request direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository clearing agency or settlement system in connection with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence of bad faith on its part the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote. The Depositary shall have no duty to make any determination or provide any information as to the tax status of the Company. Neither the Depositary nor the Company shall have any liability for any tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. Neither the Depositary nor the Company shall be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. 19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians.A-1920. AMENDMENT.The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment that would impose or increase any fees or charges (other than taxes and other governmental charges registration fees cable (including SWIFT) or facsimile transmission costs delivery costs or other such expenses) or that would otherwise prejudice any substantial existing right of Owners shall however not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder at the time any amendment so becomes effective shall be deemed by continuing to hold American Depositary Shares or any interest therein to consent and agree to that amendment and to be bound by the Deposit Agreement as amended thereby.Upon the effectiveness of an amendment to the form of Receipt including a change in the number of Shares represented by each American Depositary Share the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law. 21. TERMINATION OF DEPOSIT AGREEMENT. (a) The Company may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of the Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 of that Agreement or (ii) a Termination Option Event has occurred. If termination of the Deposit Agreement is initiated the Depositary shall Disseminate a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination Date”) which shall be at least 90 days after the date of that notice and the Deposit Agreement shall terminate on that Termination Date.(b) After the Termination Date if any American Depositary Shares shall remain outstanding the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of that Agreement.(c) At any time after the Termination Date the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale together with any other cash then held by it hereunder unsegregated and without liability for interest for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for the net proceeds and other cash (after deducting in each case the fee of the Depositary for the surrender of American Depositary Shares any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges) and (ii) for its obligations under Section 5.8 of that Agreement and (iii) to act as provided in paragraph (d) below.A-20(d) After the Termination Date the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that have not been sold) may sell rights and other property as provided in the Deposit Agreement and shall deliver Deposited Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction in each case of the fee of the Depositary for the surrender of American Depositary Shares any expenses for the account of the Owner of those American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the Owners and need not give any further notices or perform any further acts under the Deposit Agreement except as provided in Section 6.2 of that Agreement. 22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant claiming to act on behalf of an Owner of American Depositary Shares to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.(b) In connection with DRS/Profile the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery as described in paragraph (a) above has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt the provisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use of the DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise in accordance with the Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.A-2123. ARBITRATION; SETTLEMENT OF DISPUTES.Any controversy claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities the American Depositary Shares the Receipts or the Deposit Agreement or the breach hereof or thereof if so elected by the claimant shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.The place of the arbitration shall be The City of New York State of New York United States of America and the language of the arbitration shall be English.The number of arbitrators shall be three each of whom shall be disinterested in the dispute or controversy shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute controversy or cause of action shall involve more than two parties the parties shall attempt to align themselves in two sides (i.e. claimant(s) and respondent(s)) each of which shall appoint one arbitrator as if there were only two parties to such dispute controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand the American Arbitration Association shall appoint the three arbitrators each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country whether or not a party is a national of that country.The arbitral tribunal shall have no authority to award any consequential special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not in any event make any ruling finding or award that does not conform to the terms and conditions of the Deposit Agreement.A-2224. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.The Company has (i) appointed Cogency Global Inc. located at 122 East 42nd Street 18th Floor New York NY 10168 as the Company’s authorized agent in the United States upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities the American Depositary Shares the Receipts or this Agreement (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING FOR AVOIDANCE OF DOUBT EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN OR THE BREACH HEREOF OR THEREOF INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT TORT OR ANY OTHER THEORY) AND ANY CLAIM BASED ON U.S.FEDERAL SECURITIES LAWS.To the extent that the Company or any of its properties assets or revenues may have or hereafter become entitled to or have attributed to it any right of immunity on the grounds of sovereignty or otherwise from any legal action suit or proceeding from the giving of any relief in any respect thereof from setoff or counterclaim from the jurisdiction of any court from service of process from attachment upon or prior to judgment from attachment in aid of execution or judgment or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment in any jurisdiction in which proceedings may at any time be commenced with respect to its obligations liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities the American Depositary Shares the Receipts or the Deposit Agreement the Company to the fullest extent permitted by law hereby irrevocably and unconditionally waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement.No disclaimer of liability under the United States federal securities laws or the rules and regulations thereunder is intended by any provision of the Deposit Agreement inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations under those laws rules and regulations.A-23