DESCRIPTION OF SHARE CAPITAL
We are a Cayman Islands exempted company incorporated with limited liability and our affairs are governed by our memorandum and articles of
association, the Companies Act (as amended) of the Cayman Islands, which we refer to as the Companies Act below and the common law by the Cayman Islands.
As of the date of this prospectus, our authorized share capital is $200,000 divided into 2,000,000,000 shares, of which (i) 1,999,000,000 are
designated as ordinary shares of a par value of $0.0001 each and (ii) 1,000,000 of such class or classes (however designated) of shares, par value $0.0001 each, as our board of directors may determine in accordance with our amended and restated
memorandum and articles of association. All of our issued and outstanding ordinary shares are fully paid.
As of March 31, 2023, we
had 330,929,132 ordinary shares issued and outstanding.
Preemptive Rights
Pursuant to the Subscription Agreement, dated as of May 13, 2021, or the 2021 Subscription Agreement, by and between the Company and LGN
Holdings Limited (LGN), if the Company proposes to offer or sell New Securities (as defined in the 2021 Subscription Agreement), the Company must first offer such New Securities to LGN. Within 10 business days of notice from the Company,
LGN has the right to elect to purchase, or otherwise acquire, at the price and on the terms provided in any such offering, up to that portion of such New Securities which equals the proportion that ordinary shares then held by LGN (including
all ordinary shares represented by ADSs) bears to the total number of ordinary shares of the Company then outstanding. Such right ceases to apply at such time that the equity securities of the Company held by LGN and its affiliates represent, in the
aggregate and on an as-converted basis, fewer than five percent (5%) of the Companys outstanding ordinary shares.
Limitations, Qualifications, and Differences Between Classes of Shares
Our board of directors may, without further action by our shareholders, fix the rights, preferences, privileges, and restrictions of up to an
aggregate of 1,000,000 other shares, including preference shares, in one or more classes or series and authorize their issuance. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our ordinary shares. The issuance of our other shares,
including potentially preference shares, could adversely affect the voting power of holders of ADSs and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of other shares,
including preference shares, could have the effect of delaying, deferring, or preventing a change of control or other corporate action. We have no present plan to issue any preference shares.
Rights of Other Types of Securities
Not
applicable.
Rights of Ordinary Shares
The following are summaries of material provisions of our Memorandum and Articles, and of the Companies Act, insofar as they relate to the
material terms of our ordinary shares.
Objects of Our Company. Under our Memorandum and Articles, the objects of our company
are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.
Ordinary Shares. Our ordinary shares are issued in registered form and are issued when registered in our register of shareholders.
We may not issue shares to bearer. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.
18