开曼群岛公司章程 （第1-18条，中英文） 开曼群岛公司章程 （中英文） COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CAYCO LIMITED 依据开曼群岛《公司法》（2002年修订）组建 THE COMPANIES LAW (2002 REVISED) OF THE CAYMAN ISLANDS 1. In these开曼群岛公司章程 （第1-18条，中英文）
COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CAYCO LIMITED
THE COMPANIES LAW (2002 REVISED) OF THE CAYMAN ISLANDS
1. In these Articles Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith,
"Affiliate" of a company or corporation shall mean any company, corporation, or other entity that controls, is controlled by, or is under common control with, the specified company or corporation, within the meaning of Rule 144 of the Securities Act.
"Articles" means these Articles as originally framed or as from time to time altered by Special Resolution.
"Auditors" means the persons for the time being performing the duties of auditors of the Company.
"Board of Directors" means the Board of Directors of the Company.
"China Subsidiaries" means the PRC and , each a limited liability company established under the laws of the PRC.
中国子公司指中国 以及 ,均为依据中国法律设立的有限责任公司。
"Closing" shall bear the meaning as ascribed to it in the Share Purchase Agreement.
"Common Share" means a common share in the capital of the Company with a par value of US$ each.
"Debenture" means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.
"Directors" means the directors for the time being of the Company.
"Memorandum of Association" means the Memorandum of Association of the Company, as amended and restated from time to time.
"Month" means calendar month.
"paid‑up" means paid‑up and/or credited as paid‑up.
"PRC" means, for the purpose of these Articles, the Peoples' Republic of China, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and the Islands of Taiwan.
"Preferred Shares" means the Series A Preferred Shares and other preferred shares, if any, that may be duly created and issued from time to time.
"Qualified IPO" means a firm commitment public offering of Common Shares on an internationally recognized securities exchange, including without limitation, in Japan, Hong Kong or the United States (registered under the Securities Act) with a minimum market capitalization of US$160 million.
"Registered office" means the registered office for the time being of the Company.
"Seal" means the common seal of the Company and includes every duplicate seal.
"Secretary" includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.
"Securities Act" means the Securities Act of 1933, as amended, of the United States of America.
"Series A Original Issue Date" means the date of the first sale and issuance of Series A Preferred Shares.
"Series A Original Issue Price" means the price per share of US$[●] at which the Series A Preferred Shares were issued on the Series A Original Issue Date, subject to adjustments made for share splits, share subdivision, share combination and the like.
"Series A Preferred Share" mean a series A preferred share in the capital of the Company with a nominal or per share par value of US$[0.01] having the rights set out in these Articles.
"Share Premium Account" means the account of the Company which the Company is required by the Statute to maintain, to which all premiums over nominal or par value received by the Company in respect of issues of shares from time to time are credited.
"Share Purchase Agreement" means that certain Series A Preferred Shares Purchase Agreement entered into or to be entered into among the Company, the PRC 【】, the Founder, and certain investors and certain shareholders of the Founder for the sale and issuance of Series A Preferred Shares on the Series A Original Issue Date.
"Special Resolution" means a Members resolution expressed to be a special resolution and passed either (i) as a unanimous written resolution signed by all Members entitled to vote or (ii) at a meeting by Members holding a majority of not less than 75% of all Common Shares then outstanding, calculated on a fully converted basis, including holders of at least a majority of the then outstanding Series A Preferred Shares as a single class (which Members, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given).
特别决议指明示为特别决议的股东大会决议并以以下方式通过：(i) 所有有投票权的股东一致同意并签署书面决议；(ii) 持有当时发行在外股份中不少于75％的绝大部分普通股股东通过，该等应基于全部转换的基础上，包括当时发行在外的至少大部分A系列优先股的股东作为单独类别（该等股东在年度股东大会上有权以个人投票，或者代理人经许可进行投票，且该等股东大会通知中已经列明决议拟以特别决议方式通过）。
"Statute" means the Companies Law (2002 Revised) of the Cayman Islands as amended and every statutory modification or re‑enactment thereof for the time being in force.
"Subsidiary" means, with respect to any subject entity (the "subject entity"), (i) any company, partnership or other entity (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than a 50% interest whose in the profits or capital of such entity are owned or controlled directly or indirectly by the subject entity or through one or more Subsidiaries of the subject entity, (ii) any entity whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with the International Accounted Standards (IAS), (iii) any entity with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another Subsidiary. Notwithstanding the above, as applied to the Company, the term "Subsidiary" includes, without limitation, the China Subsidiaries, (the "Japan Subsidiary"), and [Japan Corporation , and any of their respective Subsidiaries, if any.
Words importing the singular number include the plural number and vice‑versa.
Words importing the masculine gender include the feminine gender.
Words importing persons include corporations.
2. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only part of the shares may have been allotted.
3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.
CERTIFICATES FOR SHARES 股权凭证
4. Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under Seal. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. The Directors may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process.
5. Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) or such lesser sum and on such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe.
ISSUE OF SHARES股份发行
6. Subject to the relevant provisions, if any, in the Memorandum of Association and these Articles, in particular Article 19, and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.
7. The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Directors shall from time to time determine provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders.
TRANSFER OF SHARES股份转让
8. The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.
9. Except as otherwise provided in these Articles, the Memorandum of Association or an agreement between the Company and any Members, the Directors may not decline to register any transfer of shares without reasonable cause. If the Directors refuse to register a transfer they shall notify the transferee within two weeks of such refusal, providing a detailed explanation of the reason therefor.
10. The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than forty‑five days in any year.
REDEEMABLE SHARES 可回购股
11. (a) Subject to the provisions of the Statute, these Articles, and the Memorandum of Association, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.
(b) Subject to the provisions of the Statute, these Articles, and the Memorandum of Association, the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of purchase has first been authorised by the Company in general meeting and may make payment therefor in any manner authorised by the Statute, including out of capital.
VARIATION OF RIGHTS OF SHARES权利变更
12. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound‑up and except where these Articles or the Statute impose any stricter quorum, voting or procedural requirements in regard to the variation of rights attached to a specific class, be varied with the consent in writing of the holders at least 67% of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.
The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one‑third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.
13. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the term of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
COMMISSION ON SALE OF SHARES 股票买卖的佣金
14. The Company may in so far as the Statute from time to time permits pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid‑up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.
CONVERSION OF PREFFERRED SHARES 优先股的转换
15. The holders of the Series A Preferred Shares have conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert. Unless converted earlier pursuant to Article 15(b) below, each Series A Preferred Share shall be convertible, at the option of the holder thereof, at any time after the Series A Original Issue Date into such number of fully paid and nonassessable Common Shares as determined by dividing US$ by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of the conversion. The price at which Common Shares shall be deliverable upon conversion of the Series A Preferred Shares (the "Series A Conversion Price") shall initially be US$ per share (i.e., the initial per share conversion ratio between Series A Preferred Shares and Common Shares shall be 1:1, derived by dividing US$ by the initial Series A Conversion Price). Such initial Series A Conversion Price shall be subject to adjustment as hereinafter provided. Nothing in this Article 15(a) shall limit the automatic conversion rights of Series A Preferred Shares described in Article 15(b) below.
(a) 转换的权利。除非已根据15条（b）款进行了转换，所有A系列优先股从其最初发行之日起，基于股东的选择都可转换为一定数量的足额付款且无增缴义务的普通股，该数量由A系列优先股的转换价格除以[25,500,000]美元来确定，该转换价格应是在转换时由下述方法确定的有效价格。基于A系列优先股的转换，普通股的交付价格（“A系列优先股的转换价格”）最初应为每股[ ]美元。（比如，以[ ]美元除以根据股份买卖协议发行的A系列优先股的总数来计算）。这些最初的A系列优先股的转换价格应根据下文所述进行调整。本款的规定不应限制15（b）中规定的A系列优先股的自动转换权。
(b) Automatic Conversion. Each Series A Preferred Share shall automatically be converted into Common Shares at the then effective Series A Conversion Price upon the closing of a Qualified IPO. In the event of the automatic conversion of the Series A Preferred Shares upon a Qualified IPO, the person(s) entitled to receive the Common Shares issuable upon such conversion of Series A Preferred Shares shall not be deemed to have converted such Series A Preferred Shares until immediately prior to the closing of such sale of securities.
(c) Mechanics of Conversion. No fractional Common Share shall be issued upon conversion of the Series A Preferred Shares. All Common Shares (including any fractions thereof) issuable upon conversion of more than one Series A Preferred Share by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. Before any holder of Series A Preferred Shares shall be entitled to convert the same into full Common Shares and to receive certificates therefor, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal office of the Company or of any transfer agent for the Series A Preferred Shares to be converted and shall give written notice to the Company at such office that the holder elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Shares a certificate or certificates for the number of Common Shares to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Common Shares. Shares of Series A Preferred Shares converted into Common Shares shall be cancelled and shall not be reissued. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates for the Series A Preferred Shares to be converted, and the person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Shares on such date. For the avoidance of doubt, no conversion shall prejudice the right of a holder of Preferred Shares to receive dividends and other distributions declared but not paid as at the date of conversion on the Series A Preferred Shares being converted.
Subject to the Article 19 and other Articles, the Company may give effect to any conversion pursuant to this Agreement by one or more of the following methods:
(i) If the total nominal par value of the Series A Preferred Shares being converted is equal to the total nominal par value of the Common Shares into which such Series A Preferred Shares convert, the Company may, by resolution of the Board, redesignate the Series A Preferred Shares to Common Shares. On redesignation, each Series A Preferred Share to be converted shall become a Common Share with the rights, privileges, terms and obligations of the class of Common Shares and the converted Common Shares shall thenceforth form part of the class of the Common Shares (and shall cease to form part of the class of Preferred Shares for all purposes hereof).
(ii)The Board may by resolution resolve to redeem the Series A Preferred Shares for the purpose of this Article (and, for accounting and other purposes, may determine the value therefor) and in consideration therefor issue fully-paid Common Shares in relevant number.
(iii) The Board may by resolution adopt any other method permitted by Statute including capitalising reserves to pay up new Common Shares, or by making a fresh issue of Common Shares, except that if conversion is capable of being effected in the manner described in paragraph (i) above, the conversion shall be effected in that manner in preference to any other method permitted by law or the Articles.
(d) Availability of Shares Issuable Upon Conversion. The Company shall at all times keep available out of its authorised but unissued Common Shares, free of liens of any kind, solely for the purpose of effecting the conversion of the Series A Preferred Shares such number of its Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Shares, and if at any time the number of authorised but unissued Common Shares shall not be sufficient to effect the conversion of all then outstanding Series A Preferred Shares in addition to such other remedies as shall be available to the holder of such Series A Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorised but unissued Common Shares to such number of shares as shall be sufficient for such purposes.
(e) Cessation of Certain Rights on Conversion. Subject to Article 15(c), on the date of conversion of any Series A Preferred Share to a Common Share, the holder of the Series A Preferred Shares to be converted shall cease to be entitled to any rights in respect of that share and accordingly his name shall be removed from the Register of Members as the holder of such Series A Preferred Shares and shall correspondingly be inserted onto the Register of Members as the holder of the number of Common Shares into which such Series A Preferred Shares convert.
(f) Common Shares Resulting from Conversion. The Common Shares resulting from the conversion of Series A Preferred Shares:
(i) shall be credited as fully paid and non-assessable;
(ii) shall rank pari passu in all respects and form one class with the Common Shares then in issue and;
(ii) shall entitle the holder to all dividends payable on the Common Shares by reference to a record date after the date of conversion.
ADJUSTMENTS TO CONVERSION PRICE转换价格的调整
16. (a) Special Definitions. For purposes of this Article 16, the following definitions shall apply:
(i) "Options" mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Common Shares or Convertible Securities.
(ii) “Convertible Securities” means any notes, debentures, preferred shares or other securities or rights, which are ultimately convertible or exercisable into, or exchangeable for, Common Shares;
(iii) "Additional Common Shares" (each an "Additional Common Share") shall mean all Common Shares (including reissued shares) issued (or, pursuant to Article 16(c), deemed to be issued) by the Company after the Series A Original Issue Date, other than:
(A) Common Shares issued upon conversion of the Series A Preferred Shares authorized herein;
(B) in the aggregate up to [3,000,000] Common Shares (including any of such shares which are repurchased) issued to officers, directors, employees and consultants of the Company pursuant to any equity plans or incentive arrangements approved by the Company;
(C) as a dividend or distribution generally to members of the Company in proportion to their holdings of Common Shares (with all issued and outstanding Series A Preferred Shares counted as issued and outstanding Common Shares on an as-converted basis);
(D) issued or issuable as a result of any share split or share consolidation or the like which does not affect the total amount of issued share capital in the Company provided that the Series A Conversion Price, in effect prior to the issuance of such equity securities has already been adjusted as a result of and in accordance with Article 16(g);
(E) issued or issuable pursuant to an offer for subscription made by the Company upon a Qualified IPO; and
(F) upon exercise or conversion of outstanding Options issued and outstanding as of the Series A Original Issue Date.
(b) No Adjustment of Conversion Price. No adjustment in the Series A Conversion Price shall be made in respect of the issuance of Additional Common Shares unless the consideration per share for an Additional Common Share issued or deemed to be issued by the Company is less than the Series A Conversion Price in effect on the date of and immediately prior to such issue.
(c) Deemed Issue of Additional Common Shares. Subject to Article 16(b) above, in the event the Company at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number that would result in an adjustment pursuant to clause (ii) below) of Common Shares issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that:
(i) no further adjustment in the Series A Conversion Price shall be made upon the subsequent issue of Convertible Securities or Common Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities;
(ii) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or increase or decrease in the number of Common Shares issuable, upon the exercise, conversion or exchange thereof, the Series A Conversion Price computed upon the original issue of such Options or Convertible Securities (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;
(iii) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Series A Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:
(A) in the case of Convertible Securities or Options for Common Shares, the only Additional Common Shares issued were Common Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and
(B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the Additional Common Shares deemed to have been then issued was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issue of the Convertible Securities with respect to which such Options were actually exercised;
(iv) no readjustment pursuant to clause (ii) or (iii) above shall have the effect of increasing the Series A Conversion Price to an amount which exceeds the lower of (i) the Series A Conversion Price on the original adjustment date, or (ii) the Series A Conversion Price that would have resulted from any issuance of Additional Common Shares between the original adjustment date and such readjustment date; and
(v) in the case of any Options which expire by their terms not more than 30 days after the date of issue thereof, no adjustment of the Series A Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the manner provided in clause (iii) above.
(d) Adjustment of Conversion Price Upon Issuance of Additional Common Shares. In the event that after the Series A Original Issue Date this Company shall issue Additional Common Shares without consideration or for a consideration per share received by the Company (net of any selling concessions, discounts or commissions) less than the Series A Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Series A Conversion Price shall be reduced, concurrently with such issue, to a price equal to the consideration per share for which such Additional Common Shares are issued. If such Additional Common Shares are issued for no consideration, then the consideration per share shall be deemed to be the then current per share par value of Common Shares.
(e) Determination of Consideration. For purposes of this Article 16, the consideration received by the Company for the issue of any Additional Common Shares shall be computed as follows:
(i) Cash and Property. Except as provided in clause (ii) below, such consideration shall:
(A) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued dividends;
(B) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Directors; provided, however, that no value shall be attributed to any services performed by any employee, officer or director of the Company; and
(C) in the event Additional Common Shares are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received with respect to such Additional Common Shares, computed as provided in clauses (A) and (B) above, as determined in good faith by the Directors.
(ii) Options and Convertible Securities. The consideration per share received by the Company for Additional Common Shares deemed to have been issued pursuant to Article 16(c), relating to Options and Convertible Securities, shall be determined by dividing
(x) the total amount, if any, received or receivable by the Company (net of any selling concessions, discounts or commissions) as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by
(y) the maximum number of Common Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
(g) Adjustments for Shares Dividends, Subdivisions, Combinations or Consolidations of Common Shares. In the event the outstanding Common Shares shall be subdivided (by share dividend, share split, or otherwise), into a greater number of Common Shares, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Common Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Common Shares, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.
(h) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or files a record date for the determination of holders of Common Shares entitled to receive any distribution payable in securities or assets of the Company other than Common Shares then and in each such event provision shall be made so that the holders of the Series A Preferred Shares shall receive upon conversion thereof, in addition to the number of Common Shares receivable thereupon, the amount of securities or assets of the Company which they would have received had their Series A Preferred Shares been converted into Common Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or assets receivable by them as aforesaid during such period, subject to all other adjustment called for during such period under this Article 16 with respect to the rights of the holders of the Series A Preferred Shares.
(i) Adjustments for Reclassification, Exchange and Substitution. If the Common Shares issuable upon conversion of the Series A Preferred Shares shall be changed into the same or a different number of shares of any other class or classes of shares, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then and in each such event the holder of each Series A Preferred Shares shall have the right thereafter to convert such share into the kind and amount of shares and other securities and property receivable upon such reorganization or reclassification or other change by holders of the number of Common Shares that would have been subject to receipt by the holders upon conversion of the Series A Preferred Shares immediately before that change, all subject to further adjustment as provided herein.
(j) No Impairment. The Company will not, by amendment of these Articles or its Memorandum of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of Article 16 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Series A Preferred Shares against impairment.
(k) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Article 16, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Series A Preferred Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Series A Conversion Price, and (iii) the number of Common Shares and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Shares.
(i) All calculations under this Article 16 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be. Upon conversion of such number of Series A Preferred Shares, the resultant aggregate number of Common Shares to be issued to each holder of Series A Preferred Shares if not a whole number (but part or fraction of a Common Share), shall be rounded up to the nearest multiple of one (1) Common Share such that the resultant aggregate number of Common Shares to be issued to such holder of Series A Preferred Shares shall be a whole number.
(ii) The holders of at least [a majority] of any outstanding Series A Preferred Shares shall have the right to challenge any determination by the Directors of fair value pursuant to this Article 16 with respect to such series of Preferred Shares, in which case such determination of fair value shall be made by an independent appraiser selected jointly by the Directors and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.
(iii) No adjustment in the Series A Conversion Price need be made if such adjustment would result in a change in such conversion price of less than US$[0.01]. Any adjustment of less than US$[0.01] which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of US$[0.01] or more in such conversion price.
NOTICES OF RECORD DATE 登记日期的通知
17. In the event that the Company shall propose at any time:
(a) to declare any dividend or distribution upon its Common Shares, whether in cash, property, shares or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;
(b) to offer for subscription pro rata to the holders of any class or series of its shares any additional shares of shares of any class or series or other rights;
(c) to effect any reclassification or recapitalization of its Common Shares outstanding involving a change in the Common Shares; or
(d) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up,
then, in connection with each such event, the Company shall send to the holders of the Series A Preferred Shares:
(i) at least 20 days' prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (c) and (d) above; and
(ii) in the case of the matters referred to in (c) and (d) above, at least 20 days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Shares shall be entitled to exchange their Common Shares for securities or other property deliverable upon the occurrence of such event).
Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Series A Preferred Shares at the address for each such holder as shown on the books of the Company.
18. (a)(i) Each Series A Preferred Share shall be redeemable at the option of the holder thereof, out of funds legally available therefor including capital, at a redemption price providing 5% per annum return on the Series A Original Issue Price per share plus all declared but unpaid dividends thereon up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers (the "Series A Redemption Price"), upon the occurrence of any of the following events: (i) any breach of these Articles or the Memorandum of Association or any representation, warranties, agreements, undertakings or covenants of the Share Purchase Agreement or any of the Transaction Agreements (as defined in the Share Purchase Agreement) by any party thereto other than the holders of the relevant Series A Preferred Shares; or (ii) the Company fails to secure, by the 4th anniversary of the Series A Original Issue Date, a Qualified IPO.
1. (a) (i) 每一A系列的优先股均可依据其缺少合法可利用资金的持有者的选择权赎回，赎回价格（A系列赎回价格）是每股A系列原始发行价格的每年利润的5％，加上截至赎回日的所有公告的但未付的股息，该价格为股份拆分、分红利股、重组、重新分类、合并或兼并已按比例调整。赎回可发生于任何下列事件：（i）除相关A系列优先股的持有人外的任何协议方，实质性违背了其在股份购买协议或各交易协议（定义见股份购买协议）中所作的任何实质性陈述、保证、协议、承诺（且该等违背虽能够补救但在发生后的日内未予补救） (ii)到A系列原始发行日的第四个周年日，公司无法确保有资格的首次公开发行，但如果是因为任何投资人（定义见股份买卖协议）违反了投资人权利协议（定义见股份买卖协议）第8.1条而直接或间接导致的情形除外。
(ii) In addition, in the event prior to the fourth (4th) anniversary of the Series A Original Issue Date the holders of the Series A Preferred Shares come to believe the Company can achieve a Qualified IPO or the Company has received a bona fide offer for a merger or consolidation with another company where the Company is not the surviving entity, by capitalization, or through a sale of all or substantially all of the outstanding equity securities or the assets of the Company or otherwise for no less than US$160 million ("Company Sale"), and such Qualified IPO or Company Sale is not approved by the Members, the Series A Preferred Shares and Common Shares held by those Members who voted in favor for such Qualified IPO or Company Sale shall be redeemable as set forth in this Article 18. In this instance, the redemption price for the Series A Preferred Shares and the Common Shares shall be at the price offered by the prospective buyer in the Company Sale or at the market value as determined by an independent third party appraiser jointly appointed by the holders of the Series A Preferred Shares and the Members who voted against the Company Sale or the Qualified IPO, as if the Company were listed through a Qualified IPO. To the extent any Common Shares are elected to redeemed by holders of thereof pursuant to this Article 18(a)(ii), such Common Shares shall be treated as "Series A Preferred Shares" with respect to all provision relation to redemption set forth in this Article 18 (but, no other Article). Holders of Common Shares who vote against such Company Sale or Qualified IPO shall pay to the Company at least 10 days prior to the Redemption Date, on a pro rata basis, the amount of money necessary for the Company to redeem on the Redemption Date all of the Series A Preferred Shares and Common Shares requested to redeemed, provided (the "Redemption Funding"), however, the redemption rights of the Series A Preferred Shares and the Common Shares and the Company's obligation to redeem such shares pursuant to this Article 18(a)(ii) shall not be conditioned in any way to the Company receiving the Redemption Funding.
(ii) The Company shall redeem all of the Series A Preferred Shares requested to be redeemed at the Redemption Date (as defined below). If on the Redemption Date (as defined in Article 18(b) below) the number of Series A Preferred Shares that may then be legally redeemed by the Company is fewer than the number of Series A Preferred Shares requested to be redeemed, then (i) the number of such shares that the Company may legally redeem from the holders thereof shall be calculated ratably in proportion to the aggregate Series A Preferred Redemption Price for which redemption was requested, and (ii) any remaining Series A Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so.
(iii) 在本章程第18条(a)(i)项下所列任何事项发生时，公司应当在赎回日赎回所有被要求赎回的A系列优先股（定义如下）。如果在赎回日（如18(b)中所定义）当时可以被公司合法赎回的A系列优先股数量少于被要求赎回的A系列优先股数量，那么（i）公司可合法的从持有者处赎回的股份数量应按照被要求赎回的A系列优先赎回总价格的比例计算 (ii)任何将被赎回的剩余A系列优先股应被结转并在公司合法的具有可用资金时立刻赎回。
(b) Holder(s) of the Series A Preferred Shares requesting redemption shall furnish to the Company and the other holders of the Series A Preferred Shares, a notice of redemption (the "Initial Redemption Notice"), and such notice shall be given by hand or by mail to the registered office of the Company and the other holders of the Series A Preferred Shares at any time. Upon receipt of the Initial Redemption Notice, the other holders of the Series A Preferred Shares may also elect to redeem their Series A Preferred Shares by delivering a separate Redemption Notice to the Company (copying all other holders the Series A Preferred Shares) within fifteen (15) days of the receipt of the Initial Redemption Notice. Upon receipt of the Initial Redemption Notice, the Board of Directors shall determine the date on which the Series A Preferred Shares that is the subject of such notice shall be redeemed, which shall in any event be within 30 days from the date of the Initial Redemption Notice (the "Redemption Date"). The Company shall pay the Redemption Price based on a payment schedule mutually agreed by the Company and the redeeming holders of the Series A Preferred Shares provided that any portion of the Redemption Price not paid by the Company on the Redemption Date shall accrue interest at the rate of [●]% per annum from the Redemption Date.
(b) 如果本章程第18条(a)(i)项下所列任何事项发生，要求赎回的A系列优先股持有者应当向公司以及其他A系列优先股持有者发送一份赎回的通知（“首次赎回通知”），该通知应人工送达或通过信件在任何时候向公司或其他A系列优先股持有者的注册办事处送达。收到首次赎回通知后，其他A系列优先股持有者也可以于收到首次赎回通知后15天内通过向公司单独送达一份赎回通知选择赎回其A系列优先股。收到首次赎回通知后，董事会应决定作为该通知主题的A系列优先股赎回的日期（“赎回日期”），并且该日期应在首次赎回通知后的30天内。公司应根据一份公司于赎回A系列优先股持有人双方同意的付款时间表支付A系列赎回价格，除非A系列赎回价格中任何未由公司在赎回日支付的那部分款项可从赎回日开始产生利率为每年 ％的利息。
(c) From and after the Redemption Date, all dividends on the Series A the Series A Preferred Shares the Series A Preferred Share designated for redemption on the Redemption Date shall cease to accrue and all rights of the holders thereof, except the right to receive the Redemption Price thereof (including all accrued and unpaid dividend up to the Redemption Date), without interest, upon the surrender of the certificate or certificates representing the same, shall cease and terminate and such series of the Series A Preferred Shares shall cease to be issued shares of the Company, retired and shall not be reissued.
(d) mmon Shares as the case may be:
(e) (i) the nominal or par value of such Series A Preferred Shares or Common Shares shall be redeemed or paid out of profits of the Company or the proceeds of a fresh issue of Shares or at the discretion of the Board in such other manner (including out of the Company’s capital and otherwise than out of its profits or the proceeds of a fresh issue of Shares) subject to the applicable legal restrictions; and
(ii) the premium (if any) on such Series A Preferred Shares or Common Shares shall be paid from the share premium account or out of profits of the Company or the proceeds of a fresh issue of Shares or at the discretion of the Board in such other manner (including out of the Company’s capital and otherwise than out of its profits or the proceeds of a fresh issue of Shares) subject to the applicable legal restrictions.