| | On April 23, 2018 and June 7, 2018, Main Fund VIII entered into a Share Subscription Agreement with the Issuer to acquire an aggregate of 20,153,473 of Series B preferred shares for a purchase price of $0.1800 per share for an aggregate purchase price of $3,627,617.77 and 4,590,654 Series C preferred shares for a purchase price of $0.568621807 per share for an aggregate purchase price of $2,610,345.97. All of the preferred shares held by Main Fund VIII were converted, in connection with the Offering on January 24, 2023, as Ordinary Shares on the basis of one preferred share for each Ordinary Share.
On April 23, 2018 and June 7, 2018, Side Fund VIII entered into a Share Subscription Agreement with the Issuer to acquire an aggregate of 1,667,089 of Series B preferred shares for a purchase price of $0.1800 per share for an aggregate purchase price of $300,075.35 and 379,737 Series C preferred shares for a purchase price of $0.568621807 per share for an aggregate purchase price of $215,926.74. All of the preferred shares held by Side Fund VIII were converted, in connection with the Offering on January 24, 2023, as Ordinary Shares on the basis of one preferred share for each Ordinary Share.
On April 23, 2018 and June 7, 2018, Affiliates Fund VIII entered into a Share Subscription Agreement with the Issuer to acquire an aggregate of 496,556 of Series B preferred shares for a purchase price of $0.1800 per share for an aggregate purchase price of $89,379.88 and 113,108 Series C preferred shares for a purchase price of $0.568621807 per share for an aggregate purchase price of $64,315.68. All of the preferred shares held by Affiliates Fund VIII were converted, in connection with the Issuer's Offering on January 24, 2023, as Ordinary Shares on the basis of one preferred share for each Ordinary Share.
On January 24, 2023, each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII acquired an aggregate of 400,000 ADSs representing 1,200,000 Ordinary Shares in the aggregate for a purchase price of $12.50 per ADS for an aggregate purchase price of $5,000,000 with Main Fund VIII acquiring 1,083,660 Ordinary Shares, Side Fund VIII acquiring 89,640 Ordinary Shares and Affiliates Fund VIII acquiring 26,700 Ordinary Shares.
On March 26, 2024, Main Fund VIII purchased 22,754 ADSs representing 68,262 Ordinary Shares, Side Fund VIII purchased 1,882 ADSs representing 5,646 Ordinary Shares and Affiliates Fund VIII purchased 561 ADSs representing 1,683 Ordinary Shares at a price of $4.1396 per share, or $104,305.50 in the aggregate, in an open market purchase.
On March 27, 2024, Main Fund VIII purchased 16,499 ADSs representing 49,497 Ordinary Shares, Side Fund VIII purchased 1,365 ADSs representing 4,095 Ordinary Shares and Affiliates Fund VIII purchased 406 ADSs representing 1,218 Ordinary Shares at a price of $4.1539 per share, or $75,891.75 in the aggregate, in an open market purchase.
On March 28, 2024, Main Fund VIII purchased 41,863 ADSs representing 125,589 Ordinary Shares, Side Fund VIII purchased 3,463 ADSs representing 10,389 Ordinary Shares and Affiliates Fund VIII purchased 1,031 ADSs representing 3,093 Ordinary Shares at a price of $4.0974 per share, or $189,943.17 in the aggregate, in an open market purchase.
On June 25, 2025, Main Fund VIII sold 71,641 ADSs representing 214,923 Ordinary Shares, Side Fund VIII sold 5,926 ADSs representing 17,778 Ordinary Shares and Affiliates Fund VIII sold 1,765 ADSs representing 5,295 Ordinary Shares at a price of $9.2065 per share, or $730,370.06 in the aggregate, in an open market sale.
On June 26, 2025, Main Fund VIII sold 98,199 ADSs representing 294,597 Ordinary Shares, Side Fund VIII sold 8,123 ADSs representing 24,369 Ordinary Shares and Affiliates Fund VIII sold 2,420 ADSs representing 7,260 Ordinary Shares at a price of $8.6348 per share, or $938,965.42 in the aggregate, in an open market sale.
On June 27, 2025, Main Fund VIII sold 1,184,735 ADSs representing 3,554,205 Ordinary Shares, Side Fund VIII sold 98,001 ADSs representing 294,003 Ordinary Shares and Affiliates Fund VIII sold 29,190 ADSs representing 87,570 Ordinary Shares at a weighted average price of $8.0597 per share, or $10,573,682,34 in the aggregate, in an open market sale. Such shares of ADS were sold in multiple transactions at prices ranging from $8.0511 to $8.1872. Each of Main Fund VIII, Side Fund VIII and Affiliates Fund III undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.
The source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital.
No part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3. |
| | The Reporting Persons consummated the transactions described herein in order to acquire an interest in the Issuer for investment purposes. The Reporting Persons expect to evaluate the Issuer's financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, on an on-going basis, which review may be based on various factors, including the Issuer's business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase or decrease its holdings in the Issuer that the Reporting Persons now own or may hereafter acquire, including sales pursuant to the exercise of the registration rights provided by the Amended and Restated Shareholders' Agreement, dated as of January 24, 2023, by and among the Issuer, Main Fund VIII, Side Fund VIII and Affiliates Fund VIII and certain other parties thereto.
Frank Hurst Lin is an Issuer director named by one or more Reporting Persons.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements. |
| | The information set forth and/or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6.
In connection with acquisition of the preferred shares of the Issuer, Main Fund VIII, Side Fund VIII and Affiliates Fund VIII and certain other investors entered into an Amended and Restated Shareholder's Agreement dated as of December 20, 2022, entitling such parties to the registration of their shares, including demand registration rights, Form F-3 or Form S-3 registration rights, deferral of registration, and piggyback registration. The Amended and Restated Shareholder's Agreement also provides information and inspection rights, preemptive rights and rights related to appointment of directors to certain shareholders, but such rights automatically terminated upon the closing of Issuer's initial public offering. This summary description does not purport to be complete, and is qualified in its entirety by the Amended and Restated Shareholder's Agreement, a copy of which is filed as Exhibit 10.3 of the Issuer's F-1 filed with the SEC on December 20, 2022, which is incorporated herein by reference.
Frank Hurst Lin, in his capacity as a director of the Issuer, and along with the other directors of the Issuer, entered into an indemnification agreement with the Issuer providing for indemnification to the fullest extent permitted by applicable law and the Issuer's articles of association, from and against all costs, charges, expenses, liabilities and losses incurred in connection with any litigation, suit or proceeding to which such director is or is threatened to be made a party, witness or other participant, as more fully described in the Prospectus and incorporated herein by reference. This summary description does not purport to be complete, and is qualified in its entirety by the Form of Indemnification Agreement filed with the SEC as Exhibit 10.3 to the Issuer's Registration Statement on Form F-1 and is incorporated herein by reference.
In connection with the Issuer's initial public offering, Reporting Persons, together with other existing shareholders and executive officers and directors of the Issuer, entered into Lock-Up Letters and a Lock-Up Side Letter, as more fully described in the Prospectus and incorporated herein by reference. Pursuant to such Lock-Up Letters and Lock-Up Side Letter, the Reporting Persons agreed that they will not sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ADSs or ordinary shares for a period of 180 days after the public offering date set forth on the final prospectus of the Issuer. |
