UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-36206
BIT Mining Limited
428 South Seiberling Street
Akron, Ohio 44306
United States of America
+1 (346) 204-8537
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
BIT Mining Limited Files Prospectus Supplement
for At-The-Market Offering of American Depositary Shares
On
November 6, 2024, BIT Mining Limited (the “Company”) entered into an At
The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”),
as sales agent. Pursuant to the Sales Agreement, the Company has filed a prospectus supplement dated November 6, 2024 (the “Prospectus
Supplement”) to its registration statement on Form F-3 (File No. 333-258329), as amended, relating to the offer and sale
of the ADSs, pursuant to which the Company may offer and sell from time to time an aggregate offering price of up to approximately US$9.6
million of its American depositary shares (the “ADSs”), each representing 100 Class A ordinary shares, par value US$0.00005
per share, during the term of the Sales Agreement through or to the Manager as sales agent or principal.
Under the
Sales Agreement, the Manager may sell the ADSs by any method permitted by law deemed to be an “at the market offering” as
defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through
the New York Stock Exchange or any other existing trading market in the United States for ADSs representing the Company’s Class A
ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to the Manager as principal,
in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or
in any other method permitted by law. Under the Sales Agreement, the Manager is not required to sell any specific number or dollar amount
of the ADSs, but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading
and sales practices, and will sell the ADSs from time to time, if any, based upon instructions from the Company (including any price,
time or size limits or other customary parameters or conditions the Company may impose), in each case, on the terms and subject to the
conditions stated in the Sales Agreement. The Company has agreed to pay the Manager a cash commission equal to 3.0% of the gross proceeds
from the sales of ADSs pursuant to the Sales Agreement and has agreed to provide the Manager with customary indemnification and contribution
rights. The Company has also agreed to reimburse the Manager for certain specified expenses.
If the Company chooses to sell ADSs under the Sales
Agreement during its term, the Company intends to use the net proceeds from the offering
to invest in mining machines, build new data centers, expand our business operation, explore new business opportunities, and improve working
capital position.
The Sales
Agreement may be terminated by either party providing notice, subject to the limitations set forth in the Sales Agreement.
The
offering and sale of the ADSs will be made pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-258329),
as amended, which was initially filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2021 and declared
effective on May 17, 2022. The Registration Statement on Form F-3, as amended, including the accompanying base prospectus,
and the Prospectus Supplement, are available at the SEC’s website at: https://www.sec.gov, and may also be obtained by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone
at (212) 856-5711 or e-mail at placements@hcwco.com.
The foregoing
summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales
Agreement, a copy of which is attached hereto as exhibit 10.1 and is incorporated herein by reference.
This report
on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any ADSs under the Sale Agreement, nor shall
there be any sale of such ADSs in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
EXPLANATORY NOTE
This report
on Form 6-K, including the documents attached as Exhibits 5.1, 10.1 and 99.1 to this report on Form 6-K, is hereby incorporated
by reference into the Company’s Registration Statement on Form F-3 (Registration No. 333-258329), as amended, initially
filed with the SEC on July 30, 2021 and declared effective by the SEC on May 17, 2022, and shall be a part thereof from
the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Forward-Looking Statements
This report on Form 6-K contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “target,” “going forward,” “outlook” and similar statements. Such statements
are based upon management’s current expectations and current market and operating conditions and relate to events that involve known
or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s
control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking
statements. Further information regarding the risks, uncertainties or factors is included in the Company’s filings with the SEC.
The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or
otherwise, except as required under law.
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
BIT MINING LIMITED |
| |
|
| |
By: |
/s/ Xianfeng Yang |
| |
Name: |
Xianfeng Yang |
| |
Title: |
Chief Executive Officer |
Date: November 6, 2024
Exhibit 5.1
| Our ref |
JLH/663980-000005/28587496v3 |
BIT Mining Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
6 November 2024
Dear Sirs
BIT Mining Limited
We have acted as Cayman Islands legal advisers
to BIT Mining Limited (the "Company") in connection with the Company’s registration statement on Form F-3
(333-258329), including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") on 6 May 2022 under the U.S. Securities Act of 1933, as amended to date,
and declared effective by the Commission on 17 May 2022, and the prospectus supplement dated 6 November 2024 (the "Prospectus
Supplement") relating to the Company’s at-the-market offering (the "Offering") to issue and sell American
depositary shares (the "ADSs") representing the Company's class A ordinary shares of par value US$0.00005 each (the "Shares")
by the Company in accordance with the At the Market Offering Agreement dated 6 November 2024 (the "ATM Offering Agreement")
entered into between the Company and H.C. Wainwright & Co., LLC.
We are furnishing this opinion as Exhibits 5.1
to the Form 6-K to be filed by the Company with the Commission in connection with the Offering.
Documents Reviewed
For the purposes of this opinion, we have reviewed
only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation of the Company dated 20 April 2007 and the certificates of incorporation
on change of name of the Company dated 9 May 2011, 9 October 2013 and 9 April 2021. |
| 1.2 | The second amended and restated memorandum and articles of association of the Company as conditionally
adopted by a special resolution passed on 21 October 2013 and effective immediately upon the completion of the Company's initial
public offering of the Shares represented by ADSs, and amended by special resolutions dated 30 December 2016 and 8 April 2021
(the "Memorandum and Articles"). |
| 1.3 | The minutes (the "Minutes") of the meetings of the board of directors of the Company
held on 5 April 2021 and 5 November 2024 (the "Meetings"). |
| 1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's
Certificate"). |
| 1.5 | A certificate of good standing dated 6 November 2024, issued by the Registrar of Companies in the
Cayman Islands (the "Certificate of Good Standing"). |
| 1.6 | The Registration Statement. |
| 1.7 | The Prospectus Supplement. |
| 1.8 | The ATM Offering Agreement. |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without
further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the
Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect
the opinions set out below. |
| 2.4 | The Company will receive money or money's worth in consideration for the issue of the Shares and none
of the Shares will be issued for less than par value. |
| 2.5 | The issue of the Shares will be of commercial benefit to the Company. |
| 2.6 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for any of the Shares or the ADSs. |
Based upon the foregoing and subject to the qualifications set out
below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company is US$100,000 divided into (1) 1,599,935,000 Class A
ordinary shares of par value US$0.00005 each, (2) 65,000 Class A preference shares of par value US$0.00005 each, and (3) 400,000,000
Class B ordinary shares of par value US$0.00005 each. |
| 3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for
as contemplated in the Registration Statement, the Prospectus Supplement and the ATM Offering Agreement, the Shares will be legally issued
and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the
register of members (shareholders). |
| 3.4 | The statements under the caption "Taxation – Cayman Islands Taxation" in the Prospectus
Supplement forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate
in all material respects and that such statements constitute our opinion. |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.2 | In this opinion the phrase "non-assessable" means, with respect to shares in the Company, that
a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation
pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by
the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| |
4.3 |
The obligations of the Company may be subject to restrictions pursuant to: |
| (a) | United Nations and United Kingdom sanctions extended to the Cayman Islands by Orders in Council; and |
| (b) | sanctions imposed by Cayman Islands authorities under Cayman Islands legislation. |
| 4.4 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman
Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the ATM Offering
Agreement. |
Except as specifically stated herein, we make
no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents
or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this
opinion.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to our name under the headings "Taxation" and "Legal Matters"
and elsewhere in the Registration Statement and the Prospectus Supplement. In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and
Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 10.1
AT THE MARKET OFFERING AGREEMENT
November
6, 2024
H.C. Wainwright & Co., LLC
430 Park Avenue, 3rd Floor
New York, New York 10022
Ladies and Gentlemen:
BIT Mining Limited, a company
incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”)
with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
1. Definitions.
The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.
“Accountants” shall
have the meaning ascribed to such term in Section 4(m).
“Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Action”
shall have the meaning ascribed to such term in Section 3(p).
“ADSs”
shall mean the American Depositary Shares of the Company, each representing one hundred (100) Class A Ordinary Shares of the Company.
“Affiliate”
shall have the meaning ascribed to such term in Section 3(o).
“Applicable
Time” shall mean, with respect to any ADSs, the time of sale of such ADSs pursuant to this Agreement or any relevant
Terms Agreement.
“Base Prospectus”
shall mean the base prospectus contained in the Registration Statement at the Execution Time.
“Board”
shall have the meaning ascribed to such term in Section 2(b)(iii).
“Broker
Fee” shall have the meaning ascribed to such term in Section 2(b)(v).
“Business
Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, the United
Kingdom, the Cayman Islands, and Hong Kong are authorized or required by law to remain closed; provided, however, that,
for purposes of clarity, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions
or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer
systems (including for wire transfers) of commercial banks in The City of New York, the United Kingdom, the Cayman Islands, and Hong Kong
generally are open for use by customers on such day.
“Class A
Ordinary Shares” shall mean the class A ordinary shares of the Company, par value US$0.00005 per share.
“Commission”
shall mean the United States Securities and Exchange Commission.
“Company
Cayman Counsel” shall mean Maples and Calder (Hong Kong) LLP.
“Company
U.S. Counsel” shall mean Simpson Thacher & Bartlett.
“Deposit
Agreement” shall mean the Deposit Agreement dated as of November 21, 2013, as amended by Amendment No. 1, dated as
of December 23, 2022, among the Company, the Depositary and the owners and holders of ADSs from time to time, as such agreement may
be amended or supplemented.
“Depositary”
shall mean Deutsche Bank Trust Company Americas.
“Depositary’s
Counsel” shall mean White & Case LLP.
“DTC”
shall have the meaning ascribed to such term in Section 2(b)(vii).
“Effective
Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became
or becomes effective.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.
“Execution
Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Free Writing
Prospectus” shall mean a free writing prospectus, as defined in Rule 405, that is used in connection with the issuance
and sale of ADSs under this Agreement.
“GAAP”
shall have the meaning ascribed to such term in Section 3(m).
“Incorporated
Documents” shall mean the documents or portions thereof filed with the Commission on or prior to the Effective Date that are
incorporated by reference in the Registration Statement or the Prospectus and any documents or portions thereof filed with the Commission
after the Effective Date that are deemed to be incorporated by reference in the Registration Statement or the Prospectus.
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3(v).
“Issuer
Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433, that is used in connection
with the issuance and sale of ADSs under this Agreement.
“Liens”
shall have the meaning ascribed to such term in Section 3(a),
“Losses”
shall have the meaning ascribed to such term in Section 7(d).
“Manager
U.S. Counsel” shall mean Haynes and Boone, LLP.
“Material
Adverse Effect” shall have the meaning ascribed to such term in Section 3(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3(t).
“Net Proceeds”
shall have the meaning ascribed to such term in Section 2(b)(v).
“Ordinary
Shares” shall mean the ordinary shares of the Company, par value US$0.00005 per share, consisting of Class A Ordinary Shares
and Class B Ordinary Shares.
“Ordinary
Share Equivalents” shall have the meaning ascribed to such term in Section 3(g).
“Permitted
Free Writing Prospectus” shall have the meaning ascribed to such term in Section 4(g).
“Placement”
shall have the meaning ascribed to such term in Section 2(c).
“PRC”
means the People’s Republic of China.
“Proceeding”
shall have the meaning ascribed to such term in Section 3(b).
“Prospectus”
shall mean the Base Prospectus, as supplemented by the most recently filed Prospectus Supplement (if any).
“Prospectus
Supplement” shall mean each prospectus supplement relating to the Class A Ordinary Shares represented by the ADSs under
this Agreement filed pursuant to Rule 424(b) from time to time.
“Registration
Statement” shall mean the shelf registration statement (File Number 333-258329) on Form F-3, including exhibits and
financial statements and any prospectus supplement relating to the Class A Ordinary Shares represented by the ADSs that is filed
with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended
on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement
as so amended.
“Representation
Date” shall have the meaning ascribed to such term in Section 4(k).
“Required
Approvals” shall have the meaning ascribed to such term in Section 3(e).
“Rule 158”,
“Rule 164”, “Rule 172”, “Rule 173”, “Rule 405”,
“Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433”
refer to such rules under the Act.
“Sales
Notice” shall have the meaning ascribed to such term in Section 2(b)(i).
“SEC Reports”
shall have the meaning ascribed to such term in Section 3(m).
“Settlement
Date” shall have the meaning ascribed to such term in Section 2(b)(vii).
“Subsidiary”
shall have the meaning ascribed to such term in Section 3(a).
“Terms
Agreement” shall have the meaning ascribed to such term in Section 2(a).
“Time of
Delivery” shall have the meaning ascribed to such term in Section 2(c).
“Trading
Day” means a day on which the Trading Market is open for trading.
“Trading
Market” shall mean any of the following markets or exchanges on which the ADSs are listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).
All references in this Agreement to
financial statements and schedules and other information that is “contained,” “included” or “stated in the
Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the
Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all
references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and
include, without limitation, the filing of any Incorporated Document to be a part of or included in the Registration Statement or the
Prospectus, as the case may be, as of any specified date, except as otherwise stated herein.
2. Sale
and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time
to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of ADSs of the Company, that
does not exceed (a) the number or dollar amount of the ADSs or the Class A Ordinary Shares represented by the ADSs registered
on the Registration Statement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class A
Ordinary Shares (less the number of Class A Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities
of the Company or otherwise reserved from the Company’s authorized share capital), or (c) the number or dollar amount of the
ADSs or the Class A Ordinary Shares represented by the ADSs that would cause the Company or the offering of the ADSs to not satisfy
the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration
Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to
the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number
and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager
shall have no obligation in connection with such compliance.
(a) Appointment
of Manager as Selling Agent; Terms Agreement. For purposes of selling the ADSs through the Manager, the Company hereby appoints the
Manager as exclusive agent of the Company for the purpose of selling the ADSs of the Company pursuant to this Agreement and the Manager
agrees to use its commercially reasonable efforts to sell the ADSs on the terms and subject to the conditions stated herein. The Company
agrees that, whenever it determines to sell the ADSs directly to the Manager as principal, it will enter into a separate agreement (each,
a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2
of this Agreement.
(b) Agent
Sales. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company will
issue and agrees to sell ADSs from time to time through the Manager, acting as sales agent, and the Manager agrees to use its commercially
reasonable efforts to sell, as sales agent for the Company, on the following terms:
(i) The
ADSs are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Manager on any day that (A) is a Trading
Day, (B) the Company has instructed the Manager by telephone (confirmed promptly by electronic mail) to make such sales (“Sales
Notice”) and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate
the maximum amount of the ADSs to be sold by the Manager daily (subject to the limitations set forth in Section 2(d)) and the minimum
price per ADS at which such ADSs may be sold. Subject to the terms and conditions hereof, the Manager shall use its commercially reasonable
efforts to sell on a particular day all of the ADSs designated for the sale by the Company on such day. The gross sales price of the ADSs
sold under this Section 2(b) shall be the market price for the ADSs sold by the Manager under this Section 2(b) on
the Trading Market at the time of sale of such ADSs.
(ii) The
Company acknowledges and agrees that (A) there can be no assurance that the Manager will be successful in selling the ADSs, (B) the
Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell the ADSs for any reason
other than a failure by the Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable law and regulations to sell such ADSs as required under this Agreement, and (C) the Manager shall be under no obligation
to purchase ADSs on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Manager and the Company
pursuant to a Terms Agreement.
(iii) The
Company shall not authorize the issuance and sale of, and the Manager shall not be obligated to use its commercially reasonable efforts
to sell, any ADS at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors
(the “Board”), or a duly authorized committee thereof, or such duly authorized officers of the Company, and notified
to the Manager in writing. The Company or the Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic
mail), suspend the offering of the ADSs for any reason and at any time; provided, however, that such suspension or termination
shall not affect or impair the parties’ respective obligations with respect to the ADSs sold hereunder prior to the giving of such
notice.
(iv) The
Manager may sell ADSs by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415
under the Act, including without limitation sales made directly on the Trading Market, on any other existing trading market for the ADSs
or to or through a market maker. The Manager may also sell ADSs (i) in privately negotiated transactions with the consent of the
Company or (ii) in block transactions. Nothing in this Agreement shall be deemed to require either party to agree to the method of
offer and sale specified in this Section 2(b)(iv) and (except as specified in clauses (i) and (ii) of the preceding
sentence) the method of placement of any ADSs by the Manager shall be at the Manager’s discretion, provided that the Manager receives
the Company’s prior written approval for any sales in privately negotiated transactions and if so provided in the “Plan of
Distribution” section of the Prospectus Supplement or a supplement to the Prospectus Supplement or a new Prospectus Supplement disclosing
the terms of such privately negotiated transaction.
(v) The
compensation to the Manager for sales of the ADSs under this Section 2(b) shall be a placement fee of 3.0% of the gross sales
price of the ADSs sold pursuant to this Section 2(b) (“Broker Fee”). The foregoing rate of compensation shall
not apply when the Manager acts as principal, in which case the Company may sell ADSs to the Manager as principal at a price agreed upon
at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after deduction of the Broker Fee and deduction
of any transaction fees imposed by any clearing firm, execution broker, or governmental or self-regulatory organization in respect of
such sales, shall constitute the net proceeds to the Company for such ADSs (the “Net Proceeds”).
(vi) The
Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading
on the Trading Market and prior to 8:00 p.m.(New York time)
each day in which the ADSs are sold under this Section 2(b) setting forth the number of the ADSs sold on such
day, the aggregate gross sales proceeds and the Net Proceeds to the Company and the compensation payable by the Company to the Manager
with respect to such sales, and the Company shall provide written notice to the Depositary (which may be by electronic mail) setting
forth the number of the ADSs sold on such day and related delivery instructions on the same date the Company received written confirmation
from the Manager. Upon the Company’s written request, the Manager shall provide the Company with a statement detailing the aggregate
number of ADSs sold pursuant to this Section 2(b), the aggregate gross sales proceeds and the Net Proceeds to the Company for the
prior calendar month during which any sale of ADSs has been made pursuant to this Section 2(b).
(vii) Unless
otherwise agreed between the Company and the Manager, settlement for sales of the ADSs will occur at 1:00 p.m. (New York City time)
on the first (1st) Trading Day, or any such shorter settlement cycle as may be in effect under Exchange Act Rule 15c6-1 from time
to time) following the date on which such sales are made (each, a “Settlement Date”). On each Settlement Date, the
Company will, or will cause its Depositary to, electronically transfer the ADSs being sold by crediting the Manager’s (or its designated
broker-dealer’s) account (provided that the Manager shall have given the Company written notice of such account information at least
one Trading Day prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal
at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which ADSs in all cases shall
be freely tradable, transferable, registered ADSs in good deliverable form. On each Settlement Date, the Manager will deliver the related
Net Proceeds in same day funds to an account designated by the Company. The Company agrees that, if the Company, or its Depositary (if
applicable), defaults in its obligation to deliver duly authorized ADSs on a Settlement Date, in addition to and in no way limiting the
rights and obligations set forth in Section 7 hereto, the Company will (i) hold the Manager harmless against any loss, claim,
damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or
in connection with such default by the Company, and (ii) pay to the Manager any commission, discount or other compensation to which
the Manager would otherwise have been entitled absent such default.
(viii) At
each Applicable Time, Settlement Date, and Representation Date, the Company shall be deemed to have affirmed each representation and warranty
contained in this Agreement as if such representation and warranty were made as of such date (except to the extent that any such representation
or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such
date), modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of
the Manager to use its commercially reasonable efforts to sell the ADSs on behalf of the Company shall be subject to the continuing accuracy
of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the
continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.
(ix) If
the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of its
securities (including the Class A Ordinary Shares and the ADSs), by way of return of capital or otherwise (including, without limitation,
any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution” and the record date for the determination
of shareholders entitled to receive the Distribution, the “Record Date”), the Company hereby covenants that, in connection
with any sales of ADSs pursuant to a Sales Notice on the Record Date, the Company shall issue and deliver such ADSs to the Manager on
the Record Date and the Record Date shall be the Settlement Date and the Company shall cover any additional costs of the Manager in connection
with the delivery of ADSs on the Record Date.
(c) Term
Sales. If the Company wishes to sell the ADSs pursuant to this Agreement in a manner other than as set forth in Section 2(b) of
this Agreement (each, a “Placement”), the Company will notify the Manager of the proposed terms of such Placement.
If the Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion)
or, following discussions with the Company wishes to accept amended terms, the Manager and the Company will enter into a Terms Agreement
setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Manager
unless and until the Company and the Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement.
In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will
control. A Terms Agreement may also specify certain provisions relating to the reoffering of such ADSs by the Manager. The commitment
of the Manager to purchase the ADSs pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement
shall specify the number of the ADSs to be purchased by the Manager pursuant thereto, the price to be paid to the Company for such ADSs,
any provisions relating to rights of, and default by, underwriters acting together with the Manager in the reoffering of the ADSs, and
the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery
of and payment for such ADSs. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters
and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Manager.
(d) Maximum
Number of ADSs. Under no circumstances shall the Company cause or request the offer or sale of any ADSs if, after giving effect to
the sale of such ADSs, the aggregate amount of ADSs sold pursuant to this Agreement would exceed the lesser of (A) together with
all sales of ADSs under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective
Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Board, a
duly authorized committee thereof or a duly authorized executive committee, and notified to the Manager in writing. Under no circumstances
shall the Company cause or request the offer or sale of any ADSs pursuant to this Agreement at a price lower than the minimum price authorized
from time to time by the Board, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Manager
in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of ADSs sold pursuant to this
Agreement to exceed the Maximum Amount.
(e) Regulation
M Notice. Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied
with respect to the ADSs, the Company shall give the Manager at least one (1) Business Day’s prior notice of its intent to
sell any ADSs in order to allow the Manager time to comply with Regulation M.
| 3. | Representations and Warranties. The Company represents and warrants to, and agrees with, the Manager
at the Execution Time and on each such time that the following representations and warranties are repeated or deemed to be made pursuant
to this Agreement, as set forth below, except as set forth in the Registration Statement, the Prospectus or the Incorporated Documents. |
(a) Subsidiaries.
All of the direct and indirect subsidiaries (individually, a “Subsidiary”) of the Company are set forth on Exhibit 8.1
to the Company’s most recent Annual Report on Form 20-F filed with the Commission and the Prospectus Supplement. The Company
owns, directly or indirectly, all of the share capital or other equity interests of each Subsidiary free and clear of any “Liens”
(which for purposes of this Agreement shall mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction), and all of the issued and outstanding share capital of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor in default of any of the provisions of its respective memorandum and articles of association or other organizational or
charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, from that set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement, the Prospectus or
the Incorporated Documents, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”)
and no “Proceeding” (which for purposes of this Agreement shall mean any action, claim, suit, investigation or proceeding
(including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened)
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.
(c) Authorization
and Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and
the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board or the Company’s shareholders in connection herewith other than in connection
with the Required Approvals. This Agreement has been duly executed and delivered by the Company and, when delivered in accordance with
the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its
terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance of the Class A Ordinary Shares
and sale of the ADSs representing such Class A Ordinary Shares and the consummation by it of the transactions contemplated hereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s memorandum and articles
of association or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could
not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other “Person”
(defined as an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind, including the Trading Market)
in connection with the execution, delivery and performance by the Company of this Agreement, other than (i) the filings required
by this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the filing of application(s) to
and approval by the Trading Market for the listing of the ADSs for trading thereon in the time and manner required thereby, and (iv) such
filings as are required to be made under applicable state securities laws and the rules and regulations of the Financial Industry
Regulatory Authority, Inc. (“FINRA”) or the laws of the Cayman Islands (collectively, the “Required Approvals”).
Specifically, the Company is not required to register or make any filings under the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, promulgated on February 17, 2023, via the Announcement of the China Securities Regulatory
Commission 2023 No. 43 (the “Trial Measures”). Furthermore, the execution, delivery and performance by the Company of
this Agreement, the issuance of the Class A Ordinary Shares and sale of the ADSs representing such Class A Ordinary Shares and
the consummation by it of the transactions contemplated hereby do not and will not place any requirements on the Manager to be registered
with or make any reports to the China Securities Regulatory Commission under the Trial Measures.
(f) Issuance
of Class A Ordinary Shares and ADSs. The Class A Ordinary Shares represented by the ADSs to be issued and sold pursuant
to this Agreement are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued,
fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized share
capital the maximum number of Class A Ordinary Shares represented by ADSs issuable pursuant to this Agreement. The issuance by the
Company of the ADSs has been registered under the Act and all of the ADSs are freely transferable and tradable by the purchasers thereof
without restriction (other than any restrictions arising solely from an act or omission of such a purchaser). The Class A Ordinary
Shares represented by the ADSs are being offered and sold pursuant to the Registration Statement and the issuance of the ADSs has been
registered by the Company under the Act. The “Plan of Distribution” section within the Registration Statement permits
the issuance and sale of the ADSs as contemplated by this Agreement. Upon receipt of the ADSs, the purchasers of such ADSs will have good
and marketable title to such ADSs and the ADSs will be freely tradable on the Trading Market.
(g) Capitalization.
The capitalization of the Company is as set forth in the SEC Reports. Except as disclosed in the SEC Reports and except as pursuant to
this Agreement, the Company has not issued any shares of its share capital since its most recently filed periodic report under the Exchange
Act, other than pursuant to the exercise of share options or vesting of restricted Ordinary Shares under the Company’s share incentive
plans and pursuant to the conversion and/or exercise of securities exercisable, exchangeable or convertible into Class A Ordinary
Shares (“Ordinary Share Equivalents”) outstanding as of the date of the most recently filed periodic report under the
Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by this Agreement. Except as set forth in the SEC Reports and except as pursuant to this Agreement, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire,
any Ordinary Shares, ADSs or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to issue additional Ordinary Shares, ADSs or Ordinary Share Equivalents or share capital
of any Subsidiary. The issuance and sale of the Class A Ordinary Shares represented by ADSs will not obligate the Company or any
Subsidiary to issue ADSs, Ordinary Shares or other securities to any Person. There are no outstanding securities or instruments of the
Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument
upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or
any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does
not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the
outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued
in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board or
others is required for the issuance and sale of the ADSs. There are no shareholder agreements, voting agreements or other similar agreements
with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s shareholders.
(h) Registration
Statement. The Company meets the requirements for use of Form F-3 under the Act and has prepared and filed with the Commission
the Registration Statement, including a related Base Prospectus, for registration under the Act of the offering and sale of the Class A
Ordinary Shares represented by the ADSs. Such Registration Statement is effective and available for the offer and sale of the Class A
Ordinary Shares represented by the ADSs as of the date hereof. As filed, the Base Prospectus contains all information required by the
Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive
respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or
deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made,
and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172,
173 or any similar rule) in connection with any offer or sale of the ADSs, meets the requirements set forth in Rule 415(a)(1)(x).
The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. The Company
meets the transaction requirements as set forth in General Instruction I.B.1 of Form F-3 or, if applicable, as set forth in General
Instruction I.B.5 of Form F-3 with respect to the aggregate market value of securities being sold pursuant to this offering and during
the twelve (12) months prior to this offering.
(i) Accuracy
of Incorporated Documents. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects
to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with
the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus, when such documents are
filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules thereunder,
as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.
(j) Ineligible
Issuer. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the ADSs and (ii) as of the Execution Time and on each
such time this representation is repeated or deemed to be made (with such date being used as the determination date for purposes of this
clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
(k) Free
Writing Prospectus. The Company is eligible to use Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus does not
include any information the substance of which conflicts with the information contained in the Registration Statement, including any Incorporated
Documents and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; and each Issuer Free Writing
Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply
to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished
to the Company by the Manager specifically for use therein. Any Issuer Free Writing Prospectus that the Company is required to file pursuant
to Rule 433(d) has been, or will be, filed with the Commission in accordance with the requirements of the Act and the rules thereunder.
Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) or that was
prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Act and
the rules thereunder. The Company will not, without the prior consent of the Manager, prepare, use or refer to, any Issuer Free Writing
Prospectuses.
(l) Proceedings
Related to Registration Statement. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or
8(e) of the Act, and the Company is not the subject of a pending proceeding under Section 8A of the Act in connection with the
offering of the ADSs. The Company has not received any notice that the Commission has issued or intends to issue a stop-order with
respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened in writing to do so.
(m) SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of the SEC Reports, when
filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial
statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement
or the Prospectus. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.
(n) [RESERVED].
(o) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date on which this representation is being
made, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be
reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its share capital,
(v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with
a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company share option
plans, and (vi) no executive officer of the Company or member of the Board has resigned from any position with the Company. The Company
does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the ADSs
contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development
has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading
Day prior to the date that this representation is made.
(p) Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,
to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”), which Action could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. None of the Actions set forth in the SEC Reports,
(i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the issuance of the ADSs hereunder
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except
as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject
of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty. Except as set forth in the SEC Reports, there has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Act.
(q) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state, local and foreign
laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where
the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(r) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental
authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result
in a Material Adverse Effect.
(s) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local
and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater,
land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in
each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.
(t) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit.
(u) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which
is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
(v) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.
Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC
Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the
rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.
(w) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor
any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(x) Affiliate
Transactions. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the
knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing
of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including share option agreements under any share option plan of the Company.
(y) Sarbanes
Oxley Compliance. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by
the Commission thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general
or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general
or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed
such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures
of the Company and the Subsidiaries as of the end of the period covered by the most recently filed annual report under the Exchange Act
(such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations
as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as
such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to
materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
(z) Certain
Fees. Other than payments to be made to the Manager, no brokerage or finder’s fees or commissions are or will be payable by
the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by this Agreement. The Manager shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due
in connection with the transactions contemplated by this Agreement.
(aa) No
Other Sales Agency Agreement. The Company has not entered into any other sales agency agreements or other similar arrangements with
any agent or any other representative in respect of at the market offerings of the ADSs.
(bb) [RESERVED]
(cc) Listing
and Maintenance Requirements. The ADSs are listed on the Trading Market and the issuance of the ADSs as contemplated by this Agreement
does not contravene the rules and regulations of the Trading Market. The Class A Ordinary Shares and the ADSs are registered
pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its
knowledge is likely to have the effect of, terminating the registration of the Class A Ordinary Shares and the ADSs under the Exchange
Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth
in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which
the ADSs are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements
of such Trading Market. Except as set forth in the SEC Reports, the Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements. The ADSs are currently eligible for electronic
transfer through DTC or another established clearing corporation and the Company is current in payment of the fees to DTC (or such other
established clearing corporation) in connection with such electronic transfer.
(dd) Application
of Takeover Protections. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation
that is or could become applicable to the ADSs.
(ee) Solvency.
Based on the consolidated financial condition of the Company as of the date hereof, (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect
of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such
debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt) within one year from
the date hereof. The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization
or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the date hereof. The SEC Reports sets
forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company
or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are
or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any
lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary
is in default with respect to any Indebtedness.
(ff) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and
all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.
(gg) Foreign
Corrupt Practices. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor to the knowledge of the Company
or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used
any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity,
(ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
(hh) Accountants.
The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting firm
(i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to
the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2024.
(ii) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the ADSs or Class A Ordinary Shares, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the ADSs or Class A Ordinary Shares, or (iii) paid or agreed to pay to any Person any compensation
for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation
paid to the Manager in connection with the sales of the ADSs hereunder.
(jj) Stock
Option Plans. Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance
with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of
ADSs or Class A Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share
option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no
and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of
share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their
financial results or prospects.
(kk) Cybersecurity.
(i) Except as set forth in the SEC Reports, (x) there has been no security breach or other compromise of or relating to any
of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including
the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment
or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified
of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise
to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data
from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material
Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain
and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and
Data, except where the failure to do so would not have a Material Adverse Effect; and (iv) the Company and the Subsidiaries have
implemented commercially reasonable backup and disaster recovery technology consistent with industry standards and practices.
(ll) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee
or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).
(mm) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Manager’s request.
(nn) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a
bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
(oo) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(pp) FINRA
Member Shareholders. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater shareholder of the Company, except as set forth in the Registration Statement,
the Base Prospectus, any Prospectus Supplement or the Prospectus.
(qq) Authorization
of the Deposit Agreement. The Deposit Agreement has been duly authorized, executed and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity; upon due issuance by the Depositary of American
Depositary Receipts evidencing the ADSs against the deposit of the Class A Ordinary Shares underlying such ADSs in respect thereof
in accordance with the Deposit Agreement, such ADSs sold hereunder will be duly and validly issued and the owners and holders thereof
will be entitled to the rights specified therein and in the Deposit Agreement; and the Deposit Agreement and the ADSs conform in all material
respects to the descriptions thereof contained in the Prospectus.
(rr) Compliance
with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the past three years were, in compliance
with all applicable data privacy and security laws and regulations, including, as applicable, the European Union General Data Protection
Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”), except as would not, individually
or in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries have in place, comply in all material
respects with, and take appropriate steps reasonably designed to ensure compliance with their policies and procedures relating to data
privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”);
(iii) the Company provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives
as required by Privacy Laws, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) applicable
Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter in
all material respects, and do not contain any material omissions of the Company’s then-current privacy practices, as required by
Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address,
photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as
“personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data”
as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her
family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual orientation.
(i) None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation
of any Privacy Laws in any material respect and (ii) the execution, delivery and performance of this Agreement will not result in
a breach of any Privacy Laws or Policies in any material respect. Neither the Company nor the Subsidiaries, (i) has, to the knowledge
of the Company, received written notice of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential
violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or
in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy
Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority
that imposed any obligation or liability under any Privacy Law.
(ss) Compliance
with SAFE Regulations. The Company has taken all reasonable steps to cause all of the Company’s shareholders and option holders
who are residents or citizens of the PRC, to comply with any applicable rules and regulations of the State Administration of Foreign
Exchange (“SAFE”) relating to such shareholders’ and option holders’ shareholding with the Company (the
“SAFE Rules and Regulations”), including, without limitation, taking reasonable steps to require each shareholder
or option holder that is, or is directly or indirectly owned or controlled by, a resident or citizen of the PRC to complete any registration
and other procedures required under applicable SAFE Rules and Regulations.
(tt) M&A
and CSRC Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission,
the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”)
and SAFE on August 8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant
provisions thereof that purport to require the approval of the CSRC prior to the listing and trading of securities on a stock exchange
located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from Company PRC
Counsel and based on such legal advice, the Company confirms with the Purchasers:
(i) Except
as disclosed in the SEC Reports, the issuance and sale of the ADSs, the listing and trading of the ADSs on the Trading Market and the
consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or on the Execution Time,
affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection
with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21,
2006, as amended (collectively, the “M&A Rules and Related Clarifications”).
(ii) Except
as disclosed in the SEC Reports, as of the date hereof or on the Execution Time, the M&A Rules and Related Clarifications did
not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the ADSs, the listing and trading
of the ADSs on the Trading Market, or the consummation of the transactions contemplated by this Agreement.
4. Agreements.
The Company agrees with the Manager that:
(a) Right
to Review Amendments and Supplements to Registration Statement and Prospectus. During any period when the delivery of a prospectus
relating to the ADSs is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173 or
any similar rule) to be delivered under the Act in connection with the offering or the sale of ADSs, the Company will not file any amendment
to the Registration Statement or supplement (including any Prospectus Supplement) to the Base Prospectus unless the Company has furnished
to the Manager a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Manager
reasonably objects (provided, however, that the Company shall not be obligated to provide the Manager any advance copy of such filing
or to provide the Manager an opportunity to object to such filing if the filing does not name the Manager and does not relate to the transactions
under this Agreement). The Company has properly completed the Prospectus, in a form approved by the Manager, and filed such Prospectus,
as amended at the Execution Time, with the Commission pursuant to the applicable paragraph of Rule 424(b) by the Execution Time
and will cause any supplement to the Prospectus to be properly completed, in a form approved by the Manager, and will file such supplement
with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed thereby and will provide
evidence reasonably satisfactory to the Manager of such timely filing. The Company will promptly advise the Manager (i) when the
Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when,
during any period when the delivery of a prospectus (whether physically or through compliance with Rule 172, 173 or any similar rule)
is required under the Act in connection with the offering or sale of the ADSs, any amendment to the Registration Statement shall have
been filed or become effective (other than any annual report of the Company filed pursuant to Section 13(a) or 15(d) of
the Exchange Act), (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any
supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding
for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of
the ADSs for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable
best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration
Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order
or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration
statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) Subsequent
Events. If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which
the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading,
the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such
are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission;
and (iii) supply any such amendment or supplement to the Manager in such quantities as the Manager may reasonably request.
(c) Notification
of Subsequent Filings. During any period when the delivery of a prospectus relating to the ADSs is required (including in circumstances
where such requirement may be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Act, any event occurs
as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall
be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act
or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company
promptly will (i) notify the Manager of any such event, (ii) subject to Section 4(a), prepare and file with the Commission
an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use
its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon
as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to the Manager
in such quantities as the Manager may reasonably request.
(d) Earnings
Statements. As soon as practicable, the Company will make generally available to its security holders and to the Manager an earnings
statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and
Rule 158. For the avoidance of doubt, the Company’s compliance with the reporting requirements of the Exchange Act shall be
deemed to satisfy the requirements of this Section 4(d).
(e) Delivery
of Registration Statement. Upon the request of the Manager, the Company will furnish to the Manager and counsel for the Manager, without
charge, signed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by the Manager
or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173
or any similar rule), as many copies of the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Manager
may reasonably request, provided that the Company’s obligation to provide such copies shall not apply to any filing available via
EDGAR. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(f) Qualification
of ADSs. The Company will arrange, if necessary, for the qualification of the ADSs for sale under the laws of such jurisdictions as
the Manager may designate and will maintain such qualifications in effect so long as required for the distribution of the ADSs; provided
that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take
any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the ADSs, in
any jurisdiction where it is not now so subject.
(g) Free
Writing Prospectus. The Company agrees that, unless it has or shall have obtained the prior written consent of the Manager, and the
Manager agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company,
it has not made and will not make any offer relating to the ADSs that would constitute an Issuer Free Writing Prospectus or that
would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with
the Commission or retained by the Company under Rule 433. Any such free writing prospectus consented to by the Manager or the Company
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied
and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping.
(h) Subsequent
Equity Issuances. The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply
during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers,
sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other ADSs, Ordinary Shares
or any Ordinary Share Equivalents (other than the ADSs), subject to Manager’s right to waive this obligation, provided that, without
compliance with the foregoing obligation, the Company may issue and sell Class A Ordinary Shares represented by ADSs pursuant to
any employee equity plan, share ownership plan or dividend reinvestment plan of the Company in effect from time to time and the Company
may issue Class A Ordinary Shares or ADSs issuable upon the conversion or exercise of Ordinary Share Equivalents outstanding from
time to time.
(i) Market
Manipulation. Until the termination of this Agreement, the Company will not take, directly or indirectly, any action designed to or
that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or
manipulation in violation of the Act, Exchange Act or the rules and regulations thereunder of the price of any security of the Company
to facilitate the sale or resale of the ADSs or otherwise violate any provision of Regulation M under the Exchange Act.
(j) Notification
of Incorrect Certificate. The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise
the Manager promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or
affect any opinion, certificate, letter and other document required to be provided to the Manager pursuant to Section 6 herein.
(k) Certification
of Accuracy of Disclosure. Upon commencement of the offering of the ADSs under this Agreement (and upon the recommencement of the
offering of the ADSs under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days),
and each time that (i) the Registration Statement or Prospectus shall be amended or supplemented, other than by means of Incorporated
Documents, (ii) the Company files its Annual Report on Form 20-F under the Exchange Act, (iii) the Company files a Report
of Foreign Private Issuer on Form 6-K containing amended financial information or unaudited interim financial information (other
than information that is furnished and not filed), if the Manager reasonably determines that the information in such Form 6-K is
material, or (iv) the ADSs are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement (such
commencement or recommencement date and each such date referred to in (i), (ii), (iii) and (iv) above, a “Representation
Date”), unless waived by the Manager, the Company shall furnish or cause to be furnished to the Manager and the Depositary forthwith
a certificate dated and delivered on the Representation Date, in form reasonably satisfactory to the Manager to the effect that the statements
contained in the certificate referred to in Section 6 of this Agreement which were last furnished to the Manager are true and correct
at the Representation Date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor
as the certificate referred to in said Section 6, modified as necessary to relate to the Registration Statement and the Prospectus
as amended and supplemented to the date of delivery of such certificate. Notwithstanding the foregoing, the requirement to provide a certificate
under this Section 4(k) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pending
or a suspension is in effect, which waiver shall continue until the date the Company delivers a Sales Notice hereunder (which for such
calendar quarter shall be considered a Representation Date); provided, however, that such waiver shall not apply for any Representation
Date on which the Company files its Annual Report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides
to sell the ADSs following a Representation Date when the Company relied on such waiver and did not provide the Manager with a certificate
under this Section 4(k), then before the Manager sells any ADSs, the Company shall provide the Manger with such certificate dated
the date of the Sales Notice.
(l) Bring
Down Opinions; Negative Assurance. Within five (5) Trading Days of each Representation Date for which the Company is obligated
to deliver a certification pursuant to Section 4(k), unless waived by the Manager, (A) the Company shall furnish or cause to
be furnished forthwith to the Manager and the Depositary (i) a written opinion of Company U.S. Counsel and, (ii) a written opinion
of Company Cayman Counsel, and (B) the Manager U.S. Counsel shall furnish to the Manager its written opinion, in each case (A) and
(B), addressed to the Manager and the Depositary (as applicable) and dated and delivered within five (5) Trading Days of such Representation
Date, in form and substance reasonably satisfactory to the Manager and the Depositary (as applicable), including, with respect to the
opinion furnished to the Manager, a negative assurance representation. The requirement to furnish or cause to be furnished an opinion
(but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation
Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company
files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests
such deliverable required this under Section 4(l) in connection with a Representation Date, upon which request such deliverable
shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to provide an opinion or negative assurance representation
under this Section 4(l) shall be waived for any Representation Date occurring at a time at which no Sales Notice is pending
or a suspension is in effect, which waiver shall continue until the date the Company delivers a Sales Notice hereunder (which for such
calendar quarter shall be considered a Representation Date); provided, however, that such waiver shall not apply for any Representation
Date on which the Company files its Annual Report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides
to sell the ADSs following a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion
or negative assurance representation under this Section 4(l), then before the Manager sells any ADSs, the Company shall provide the
Manger with such opinion or negative assurance representation dated the date of the Sales Notice.
(m) Auditor
Bring Down “Comfort” Letter. Within five (5) Trading Days of each Representation Date for which the Company is obligated
to deliver a certification pursuant to Section 4(k), unless waived by the Manager, the Company shall cause (1) the Company’s
auditors (the “Accountants”), or other independent accountants satisfactory to the Manager forthwith to furnish the
Manager a letter, and (2) the Chief Financial Officer of the Company forthwith to furnish the Manager a certificate, in each case
dated within five (5) Trading Days of such Representation Date, in form reasonably satisfactory to the Manager, of the same tenor
as the letters and certificate referred to in Section 6 of this Agreement but modified to relate to the Registration Statement and
the Prospectus, as amended and supplemented to the date of such letters and certificate. The requirement to furnish or cause to be furnished
a “comfort” letter under this Section 4(m) shall be waived for any Representation Date other than a Representation
Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F
or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests the deliverables required by this Section 4(m) in
connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing,
the requirement to provide letters or certificates under this Section 4(m) shall be waived for any Representation Date occurring
at a time at which no Sales Notice is pending or a suspension is in effect, which waiver shall continue until the date the Company delivers
a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date); provided, however, that such waiver
shall not apply for any Representation Date on which the Company files its Annual Report on Form 20-F. Notwithstanding the foregoing,
if the Company subsequently decides to sell the ADSs following a Representation Date when the Company relied on such waiver and did not
provide the Manager with letters or certificates under this Section 4(m), then before the Manager sells any ADSs, the Company shall
provide the Manger with such letters or certificates dated the date of the Sales Notice.
(n) Due
Diligence Session. Upon commencement of the offering of the ADSs under this Agreement (and upon the recommencement of the offering
of the ADSs under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and
at each Representation Date, unless waived by the Manager, the Company will conduct a due diligence session, in form and substance, reasonably
satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with
any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions
contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate
corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such
certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall
reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $5,000 at
each Representation Date for which the Company is obligated to deliver a certification pursuant to clause (ii) of Section 4(k) and
clause (iii) of Section 4(k) for which no waiver is applicable, plus any incidental expense incurred by the Manager in
connection therewith.
(o) Acknowledgment
of Trading. The Company consents to the Manager trading in the ADSs for the Manager’s own account and for the account of its
clients at the same time as sales of the ADSs occur pursuant to this Agreement or pursuant to a Terms Agreement, provided such trading
complies with applicable requirements of the Act, the Exchange Act and the Trading Market.
(p) Disclosure
of ADSs Sold. The Company will disclose in its Annual Reports on Form 20-F and on Form 6-K when disclosing interim financial
reports, as applicable, the number of ADSs sold through the Manager under this Agreement, the Net Proceeds to the Company and the compensation
paid by the Company with respect to sales of ADSs pursuant to this Agreement during the relevant period; and, if required by any subsequent
change in Commission policy or request, more frequently by means of a Report of Foreign Private Issuer on Form 6-K or a further Prospectus
Supplement.
(q) Rescission
Right. If to the knowledge of the Company, (i) the Registration Statement or the Prospectus included at the date of such sale
any untrue statement of a material fact or an omission to state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (ii) the conditions set forth in Section 6 shall not have been
satisfied as of the applicable Settlement Date, the Company will offer to any person who has agreed to purchase ADSs from the Company
as the result of an offer to purchase solicited by the Manager the right to refuse to purchase and pay for such ADSs.
(r) Bring
Down of Representations and Warranties. Each acceptance by the Company of an offer to purchase the ADSs hereunder, and each execution
and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties
of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms
Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct
as of the Settlement Date for the ADSs relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may
be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented relating to such ADSs).
(s) Reservation
of Class A Ordinary Shares. The Company shall ensure that there are at all times sufficient Class A Ordinary Shares to provide
for the issuance of the ADSs, free of any preemptive rights, out of its authorized but unissued share capital, of the maximum aggregate
number of Class A Ordinary Shares represented by the ADSs authorized for issuance by the Board pursuant to the terms of this Agreement.
The Company will use its commercially reasonable efforts to cause the ADSs to be listed for trading on the Trading Market and to maintain
such listing.
(t) Obligation
Under Exchange Act. During any period when the delivery of a prospectus relating to the Class A Ordinary Shares represented by
the ADSs is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173 or any similar
rule) to be delivered under the Act, the Company will file all documents required to be filed with the Commission pursuant to the Exchange
Act within the time periods required by the Exchange Act and the regulations thereunder.
(u) DTC
Facility. The Company shall cooperate with the Manager and use its reasonable efforts to permit the ADSs to be eligible for clearance
and settlement through the facilities of DTC.
(v) Use
of Proceeds. The Company will apply the Net Proceeds from the sale of the ADSs in the manner set forth in the Prospectus.
(w) Filing
of Prospectus Supplement. If any sales are made pursuant to this Agreement which are not made in “at the market” offerings
as defined in Rule 415, including, without limitation, any Placement pursuant to a Terms Agreement, the Company shall file a Prospectus
Supplement describing the terms of such transaction, the amount of ADSs sold, the price thereof, the Manager’s compensation, and
such other information as may be required pursuant to Rule 424 and Rule 430B, as applicable, within the time required by Rule 424.
(x) Additional
Registration Statement. To the extent that the Registration Statement is not available for the sales of the Class A Ordinary
Shares represented by ADSs as contemplated by this Agreement, the Company shall file a new registration statement with respect to any
additional Class A Ordinary Shares and/or ADSs necessary to complete such sales of the ADSs and shall cause such registration statement
to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration
Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated
by reference therein pursuant to Item 6 of Form F-3, and all references to “Base Prospectus” included in
this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included
in any such registration statement at the time such registration statement became effective.
5. Payment
of Expenses. The Company agrees to pay the costs and expenses incident to the performance of its obligations under this Agreement,
whether or not the transactions contemplated hereby are consummated, including without limitation: (i) the preparation, printing
or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the
Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction)
and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement,
the Prospectus, and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably
requested for use in connection with the offering and sale of the ADSs; (iii) the preparation, printing, authentication, issuance
and delivery of certificates for the ADSs, including any stamp or transfer taxes in connection with the original issuance and sale
of the ADSs; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements
or documents printed (or reproduced) and delivered in connection with the offering of the ADSs; (v) the registration of the Class A
Ordinary Shares and the ADSs under the Exchange Act, if applicable, and the listing of the ADSs on the Trading Market; (vi) any registration
or qualification of the ADSs for offer and sale under the securities or blue sky laws of the several states (including filing fees and
the reasonable fees and expenses of counsel for the Manager relating to such registration and qualification); (vii) the transportation
and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the
ADSs; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special
counsel) for the Company; (ix) the filing fee under FINRA Rule 5110; (x) the reasonable fees and expenses of the Manager’s
counsel, not to exceed $100,000 (excluding any periodic due diligence fees provided for under Section 4(n)), which shall be paid
upon the Execution Time; (xi) any fees charged by the Depositary in connection with the issuance and sale of the ADSs; and (xii) all
other costs and expenses incident to the performance by the Company of its obligations hereunder.
6. Conditions
to the Obligations of the Manager. The obligations of the Manager under this Agreement and any Terms Agreement shall be subject to
(i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each
Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) the performance by the Company of
its obligations hereunder and (iii) the following additional conditions, except as set forth in Section 4(l) and Section 4(m) herein:
(a) Filing
of Prospectus Supplement. The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have
been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of ADSs; each Prospectus
Supplement shall have been filed in the manner required by Rule 424(b) within the time period required hereunder and under the
Act; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with
the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness
of the Registration Statement or any notice objecting to its use shall have been issued and, to the Company’s knowledge, no proceedings
for that purpose shall have been instituted or threatened.
(b) Delivery
of Opinions. (A) the Company shall have caused (i) the Company U.S. Counsel to furnish to the Manager its opinion and negative
assurance statement, (ii) the Company U.S. Counsel to furnish to the Depositary its opinion, and (iii) Company Cayman Counsel
to furnish to the Manager and the Depositary its opinion, and, (B) the Manager U.S. Counsel shall furnish to the Manager its opinion
and negative assurance statement, in each case (A) and (B), dated as of the date of this Agreement and such other date as set forth
in Section 4(l) herein and addressed to the Manager and the Depositary (as applicable) in form and substance reasonably satisfactory
to the Manager and the Depositary (as applicable).
(c) Delivery
of Officer’s Certificate. The Company shall have furnished or caused to be furnished to the Manager and to the Depositary a
certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of
the Company, dated as of the date of this Agreement and such other date as set forth in Section 4(k) herein, to the effect that
the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any
documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that:
(i) the
representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if
made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such date;
(ii) no
stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings
for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since
the date of the most recent financial statements included in the Registration Statement, the Prospectus and the Incorporated Documents,
there has been no Material Adverse Effect on the condition (financial or otherwise), earnings, business or properties of the Company and
its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in
or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents.
(d) Delivery
of Accountants’ “Comfort” Letter. The Company shall have requested and caused the Accountants to have furnished
to the Manager letters (which may refer to letters previously delivered to the Manager), dated as of the date of this Agreement and such
other date as set forth in Section 4(m) herein, in form and substance reasonably satisfactory to the Manager, confirming that
they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations
adopted by the Commission thereunder and that they have performed a review of any unaudited interim financial information of the Company
included or incorporated by reference in the Registration Statement and the Prospectus and provide customary “comfort” as
to such review in form and substance reasonably satisfactory to the Manager.
(e) No
Material Adverse Event. Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus
and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously
reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change,
or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties
of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment
or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment
of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the ADSs
as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive
of any amendment or supplement thereto).
(f) Deposit
Agreement. The Deposit Agreement shall be in full force and effect, and the Company shall have taken all action necessary to permit
the deposit of the underlying Class A Ordinary Shares with the Depositary and the issuance of the ADSs in accordance with the Deposit
Agreement.
(g) Depositary’s
Counsel Legal Opinion. On or prior to the date of this Agreement, the Company shall have caused Depositary Counsel to furnish to the
Manager its opinion addressed to the Manager in form and substance reasonably satisfactory to the Manager.
(h) Payment
of All Fees. The Company shall have paid the required Commission filing fees relating to the ADSs within the time period required
by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with
Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or in the manner specified by Rule 424(g) in
a prospectus filed pursuant to Rule 424(b).
(i) No
FINRA Objections. FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements
under this Agreement.
(j) ADSs
Listed on Trading Market. The ADSs shall have been listed and admitted and authorized for trading on the Trading Market, and satisfactory
evidence of such actions shall have been provided to the Manager.
(k) Other
Assurances. Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Manager such
further information, certificates and documents as the Manager may reasonably request.
If any of the conditions specified
in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Manager and counsel for
the Manager, this Agreement and all obligations of the Manager hereunder may be canceled at, or at any time prior to, any Settlement Date
or Time of Delivery, as applicable, by the Manager. Notice of such cancellation shall be given to the Company in writing or by telephone
and confirmed in writing by email.
The documents required to
be delivered by this Section 6 shall be delivered to the office of Haynes and Boone, LLP, counsel for the Manager, at 30 Rockefeller
Plaza, 26th Floor, New York, New York 10112, email: alla.digilova@haynesboone.com, on each such date as provided in this Agreement.
7. Indemnification
and Contribution.
(a) Indemnification
by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager
and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement for the registration of the Class A Ordinary Shares and the ADSs as originally filed or in any amendment thereof, or in
the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion
therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.
(b) Indemnification
by Manager. The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager
furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided,
however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the ADSs
and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.
(c) Indemnification
Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action
and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided
in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s
choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought
(in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory
to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party
in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or
(iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.
An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
(d) Contribution.
In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 7 is unavailable to or insufficient
to hold harmless an indemnified party for any reason, the Company and the Manager agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same)
(collectively “Losses”) to which the Company and the Manager may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and by the Manager on the other from the offering of the ADSs; provided,
however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the ADSs
and paid hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the
Manager severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Manager on the other in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the
total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Manager shall be deemed
to be equal to the Broker Fee applicable to the ADSs and paid hereunder as determined by this Agreement. Relative fault shall be determined
by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information provided by the Company on the one hand or the Manager on the other, the intent
of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.
The Company and the Manager agree that it would not be just and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7,
each person who controls the Manager within the meaning of either the Act or the Exchange Act and each director, officer, employee and
agent of the Manager shall have the same rights to contribution as the Manager, and each person who controls the Company within the meaning
of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director
of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions
of this paragraph (d).
8. Termination.
(a) The
Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating
to the solicitation of offers to purchase the ADSs in its sole discretion at any time upon ten (10) Business Days’ prior
written notice. Any such termination shall be without liability of any party to any other party except that (i) with respect to any
pending sale, through the Manager for the Company, the obligations of the Company, including in respect of compensation of the Manager,
shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Sections 5, 6, 7, 8, 9, 10,
12, 14 and 15 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The
Manager shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating
to the solicitation of offers to purchase the ADSs in its sole discretion at any time. Any such termination shall be without liability
of any party to any other party except that the provisions of Sections 5, 6, 7, 8, 9, 10, 12, the second sentence of 13, 14 and 15
of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) This
Agreement shall remain in full force and effect until such date that this Agreement is terminated pursuant to Sections 8(a) or
(b) above or otherwise by mutual agreement of the parties, provided that any such termination by mutual agreement shall in all cases
be deemed to provide that Sections 5, 6, 7, 8, 9, 10, 12, the second sentence of 13, 14 and 15 of this Agreement shall remain in
full force and effect.
(d) Any
termination of this Agreement shall be effective on the date specified in such notice of termination, provided that such termination shall
not be effective until the close of business on the date of receipt of such notice by the Manager or the Company, as the case may be.
If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of the ADSs, such sale of the ADSs shall
settle in accordance with the provisions of Section 2(b) of this Agreement.
(e) In
the case of any purchase of ADSs by the Manager pursuant to a Terms Agreement, the obligations of the Manager pursuant to such Terms Agreement
shall be subject to termination, in the absolute discretion of the Manager, by prompt oral notice given to the Company prior to the Time
of Delivery relating to such ADSs, if any, and confirmed promptly by electronic mail, if since the time of execution of the Terms Agreement
and prior to such delivery and payment, (i) trading in the ADSs shall have been suspended by the Commission or the Trading Market
or trading in securities generally on the Trading Market shall have been suspended or limited or minimum prices shall have been established
on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there
shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other
calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Manager, impractical or
inadvisable to proceed with the offering or delivery of the ADSs as contemplated by the Prospectus (exclusive of any amendment or supplement
thereto).
9. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company
or its officers and of the Manager set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by the Manager or the Company or any of the officers, directors, employees, agents or controlling persons referred
to in Section 7, and will survive delivery of and payment for the ADSs.
10. Notices.
All communications hereunder will be in writing and effective only on receipt, and will be mailed, delivered, or e-mailed to the addresses
of the Company and the Manager, respectively, set forth on the signature page hereto.
11. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,
employees, agents and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.
12. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the ADSs pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the
other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s
securities and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering
and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees
that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised
or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager has rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction
or the process leading thereto.
13. Integration.
This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company
and the Manager with respect to the subject matter hereof. Notwithstanding anything herein to the contrary, the letter agreement, dated
October 21, 2024, by and between the Company and the Manager shall continue to be effective and the terms therein shall continue
to survive and be enforceable by the Manager in accordance with its terms, provided that, in the event of a conflict between the terms
of the letter agreement and this Agreement, the terms of this Agreement shall prevail.
14. Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Manager. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right.
15. Applicable
Law. This Agreement and any Terms Agreement will be governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York. Each of the Company and the Manager: (i) agrees
that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection
which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the exclusive
jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New
York in any such suit, action or proceeding. Each of the Company and the Manager further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York and agrees that service of process upon the authorized agent appointed
by the Company for service of process, mailed by certified mail to the address of such authorized agent as set forth on the cover of the
Registration Statement and written notice of such service to the Company shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding, and service of process upon the Manager mailed by certified mail to the Manager’s
address shall be deemed in every respect effective service process upon the Manager, in any such suit, action or proceeding. If either
party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
16. Waiver
of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby
or thereby.
17. Counterparts.
This Agreement and any Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement, which may be delivered by facsimile or in .pdf file via e-mail.
***************************
18. Headings.
The section headings used in this Agreement and any Terms Agreement are for convenience only and shall not affect the construction hereof.
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the Manager.
Very truly yours,
BIT Mining LIMITED
| By: |
/s/ Bo Yu |
|
| Name: |
Bo Yu |
|
| Title: |
Chairman and Chief Operating Officer |
|
Address
for Notice:
428 South Seiberling Street
Akron, Ohio 44306
Attention: YU Bo/YANG Xianfeng/ZHENG Danni/ZHANG Bilei
Email: yub@btcm.group/yangxf@btcm.group/zhengdn@btcm.group/zhangbl@btcm.group
The foregoing Agreement is hereby confirmed and accepted as of the
date first written above.
H.C. WAINWRIGHT & CO., LLC
| By: |
/s/
Edward D. Silvera |
|
| Name: |
Edward D. Silvera |
|
| Title: |
Chief Operating Officer |
|
Address
for Notice:
430 Park Avenue, 3rd Floor
New York, New York 10022
Attention: Chief Executive Officer
E-mail: notices@hcwco.com
Form of Terms Agreement
ANNEX I
BIT MINING LIMITED
TERMS AGREEMENT
Dear Sirs:
BIT Mining Limited
(the “Company”) proposes, subject to the terms and conditions stated herein and in the At The Market Offering Agreement,
dated ______, 2024 (the “At The Market Offering Agreement”), between the Company and H.C. Wainwright & Co.,
LLC (“Manager”), to issue and sell to Manager the securities specified in the Schedule I hereto (the “Purchased
ADSs”).
Each of the provisions
of the At The Market Offering Agreement not specifically related to the solicitation by the Manager, as agent of the Company, of offers
to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to
the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Terms Agreement and the Time of Delivery, except that each representation
and warranty in Section 3 of the At The Market Offering Agreement which makes reference to the Prospectus (as therein defined) shall
be deemed to be a representation and warranty as of the date of the At The Market Offering Agreement in relation to the Prospectus, and
also a representation and warranty as of the date of this Terms Agreement and the Time of Delivery in relation to the Prospectus as amended
and supplemented to relate to the Purchased ADSs.
An amendment to
the Registration Statement (as defined in the At The Market Offering Agreement), or a supplement to the Prospectus, as the case may be,
relating to the Purchased ADSs, in the form heretofore delivered to the Manager is now proposed to be filed with the Securities and Exchange
Commission.
Subject to the terms
and conditions set forth herein and in the At The Market Offering Agreement which are incorporated herein by reference, the Company agrees
to issue and sell to the Manager and the latter agrees to purchase from the Company the number of Purchased ADSs at the time and place
and at the purchase price set forth in the Schedule I hereto.
If the foregoing is in accordance
with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions
of the At The Market Offering Agreement incorporated herein by reference, shall constitute a binding agreement between the Manager and
the Company.
Bit Mining Limited
ACCEPTED as of the date first written above.
H.C. WAINWRIGHT & CO., LLC
Exhibit 99.1
BIT Mining Limited
428 South Seiberling Street
Akron, Ohio 44306
United States of America
+1 (346) 204-8537
We hereby consent to the references to our firm’s
name and summaries of our opinion in the cover page of, and under the headings “PROSPECTUS SUPPLEMENT SUMMARY,” “RISK
FACTORS,” “ENFORCEABILITY OF CIVIL LIABILITIES” “TAXATION” and “LEGAL MATTERS” in the registration
statement on Form F-3 (Registration No. 333-258329) (the “Registration Statement”), as amended, and the prospectus
supplement dated November 6, 2024, which forms part of the Registration Statement filed by BIT Mining Limited with the U.S. Securities
and Exchange Commission under the United States Securities Act of 1933, as amended.
In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended,
or the regulations promulgated thereunder.
Yours faithfully,
/s/ JunZeJun Law Offices
JunZeJun Law Offices
November 6, 2024
Bit Mining (NYSE:BTCM)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Bit Mining (NYSE:BTCM)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
