开曼群岛公司法章程(15)

(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

(i)

至少提前20天，书面通知记录该等股息、配发或认购权利（并指定普通股持有者被赋予权利的日期）或确定与上述（c）和（d）有关的投票权的日期；并 (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).

(ii) 在发生上述(c)和(d)中所述事件的情况下，至少提前20天，书面

通知发生同样事件的日期（并指定普通股持有者被赋予权利将其

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的日期）。

普通股臵换为证券或在发生该等事件时可交付使用的其他资产

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.

每一该等书面通知应被亲自送达，或通过头等邮件、邮资先付、注明A系列优先股持有者地址，该地址为每位该等持有者在公司股东名册中列明的地址。

REDEMPTION 赎回

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\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.

18. (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

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生后的[90]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\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 \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\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) 另外，如果在A系列原始发行日的第四个周年日或根据投资人协

议（定义见股份买卖协议）第8.1条的规定予以延期的日期之前，

全部A系列优先股持有者合理认为公司能够实现有资格的首次

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