Masonglory Ltd F-3, filed Oct 23, 2026

the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

Masonglory Ltd (FFTT)

Masonglory Limited registered up to an aggregate $200,000,000 of Class A ordinary shares, debt securities, warrants, rights, and units for sale from time to time. Its Class A Ordinary Shares are listed on Nasdaq under “MSGY.” AI summary

F-3 2026-10-23

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Added on October 23, 2026

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Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

		Page
About this Prospectus		ii
Commonly Used Defined Terms		iii
Cautionary Note Regarding Forward-Looking Statements		iv
Prospectus Summary		1
Risk Factors		14
Offer Statistics and Expected Timetable		14
Capitalization and Indebtedness		14
Dilution		14
Use of Proceeds		15
Description of Share Capital		15
Description of Debt Securities		26
Description of Warrants		27
Description of Rights		29
Description of Units		30
Plan of Distribution		31
Taxation		33
Expenses		33
Material Contracts		33
Material Changes		33
Legal Matters		33
Experts		33
Interests of Experts and Counsel		33
Indemnification for Securities Act Liabilities		33
Incorporation of Documents by Reference		34
Where You Can Find Additional Information		35
Enforceability of Civil Liabilities		36

	●	We and the Operating Subsidiary are exposed to potential disruptions and risks from unforeseen disasters or crises.

	●	We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business.

	●	We hold only a minority, non-controlling interest in the Target and have limited ability to influence its business;

	●	Failure to realize synergy effects of the share swap transaction;

	●	Valuation decline and substantial asset impairment; and

	●	Potential cooling of the outdoor wellness products market impacting the Target’s business.

	(i)	if our Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the par value of the shares held by them respectively at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our Company for unpaid calls or otherwise; and

	(ii)	if our Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of the share capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the par value of the shares held by them, respectively.

	(i)	in the case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and

	(ii)	in the case of any other meeting, by holders of two-thirds (2/3) of our shareholders having a right to attend and vote at the meeting, present in person or, in the case of a corporation or other non-natural person, represented by its duly authorized representative or by proxy.

	(a)	increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;

	(b)	consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

	(c)	sub-divide our shares or any of them into our shares of smaller amount than is fixed by our Company’s memorandum of association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced our shares shall be the same as it was in case of the share from which the reduced our shares is derived;

	(d)	cancel any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled; and

	(e)	divide our shares into several classes and, without prejudice to any special rights previously conferred on the holders of existing shares, attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions as our board of directors may determine.

	Delaware	Cayman Islands
Title of Organizational Documents	Certificate of Incorporation and Bylaws	Certificate of Incorporation and Memorandum and Articles of Association

Duties of Directors	Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders.	As a matter of Cayman Islands law, a director of a Cayman Islands exempted company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless our Company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands exempted company owes to the company a duty to act with skill and care. It was previously considered that a director needs not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Limitations on Personal Liability of Directors	Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective.	The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

	Delaware	Cayman Islands
Indemnification of Directors, Officers, Agents, and Others	A corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably incurred.	Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles provide that that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Interested Directors	Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.	Declaration of director’s interest is mainly governed by the terms of a company’s memorandum and articles of association.

Voting Requirements	The certificate of incorporation may include a provision requiring supermajority approval by the directors or shareholders for any corporate action. In addition, under Delaware law, certain business combinations involving interested shareholders require approval by a supermajority of the non-interested shareholders.	For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including but not limited to, alteration of the memorandum or articles of association, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company. The Companies Act requires that a special resolution be passed by a majority of at least two-thirds of such members as, 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, except that a company may in its articles of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that any such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution.

	Delaware	Cayman Islands
Voting for Directors	Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.	Subject to our Amended and Restated Memorandum and Articles and the Companies Act, our Company may from time to time in general meeting by ordinary resolution elect any person to be a director either to fill a casual vacancy or as an additional director.

Cumulative Voting	No cumulative voting for the election of directors unless so provided in the certificate of incorporation.	As permitted under Cayman Islands law, our Amended and Restated Memorandum and Articles do not provide for cumulative voting.

Directors’ Powers Regarding Bylaws	The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws.	As permitted by Cayman Islands law, the memorandum and articles of association may only be amended by a special resolution of the shareholders.

Nomination and Removal of Directors and Filling Vacancies on Board	Shareholders may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws. Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies are filled by a majority of the directors elected or then in office.	Nomination and removal of directors filling a casual vacancy are governed by the terms of the memorandum and articles of association.

Mergers and Similar Arrangements	Under Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.	The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated

	Delaware	Cayman Islands
		The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of not less than ninety percent (90%) of the shares affected, the offeror may, within a two-month period after the approval by the said holders, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands. If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholder Suits	Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where: ● a company acts or proposes to act illegally or ultra vires; ● the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and ● those who control the company are perpetrating a “fraud on the minority”.

Inspection of Corporate Records	Under Delaware law, shareholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.	Holders of our Ordinary Shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. Under our Amended and Restated Memorandum and Articles , our shareholders (not being a director) or other person have no right to inspect our account or book or document except as conferred by the Companies Act or ordered by a court of competent jurisdiction or authorized by our board of directors or our Company in general meeting.

	Delaware	Cayman Islands
Shareholder Proposals	Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which shareholders may bring business before a meeting.	The Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. However, our Amended and Restated Memorandum and Articles provide that extraordinary general meetings shall be convened on the requisition of one or more members holding, at the date of deposit of the requisition, shares carrying in aggregate not less than one-third (1/3) of all votes attaching to all the issued and outstanding shares of our Company that carry the right to vote at general meetings.

Approval of Corporate Matters by Written Consent	Delaware law permits shareholders to take action by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders.	Our Amended and Restated Memorandum and Articles provide that any action required or permitted to be taken at general meetings of our Company may only be taken upon the vote of shareholders at general meeting and shareholders may approve corporate matters by way of a unanimous written resolution without a meeting being held.

Variation of rights of shares	Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.	Subject to the Companies Act and without prejudice to our Amended and Restated Memorandum and Articles, if at any time the share capital of our Company is divided into different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for by the terms of issue of the shares of that class) only be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class.

Amendment of governing documents	Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.	As permitted by Cayman Islands law, the memorandum and articles of association may only be amended by a special resolution of the shareholders.

Calling of Special Shareholders Meetings	Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.	Our Amended and Restated Memorandum and Articles provide that our chairman or our directors may call general meetings. Extraordinary general meetings shall also be convened on the requisition of one or more of our shareholders holding, at the date of deposit of the requisition, shares carrying in aggregate not less than one-third (1/3) of all votes attaching to all the issued and outstanding shares of our Company that carry the right to vote at general meetings.

Dissolution; Winding Up	Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.	Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our Amended and Restated Memorandum and Articles, our Company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

	●	the title of the debt securities;

	●	the total amount of the debt securities;

	●	the amount or amounts of the debt securities will be issued and interest rate;

	●	the conversion price at which the debt securities may be converted;

	●	the date on which the right to convert the debt securities will commence and the date on which the right will expire;

	●	if applicable, the minimum or maximum amount of debt securities that may be converted at any one time;

	●	if applicable, a discussion of material federal income tax consideration;

	●	if applicable, the terms of the payoff of the debt securities;

	●	the identity of the indenture agent, if any;

	●	the procedures and conditions relating to the conversion of the debt securities; and

	●	any other terms of the debt securities, including terms, procedure and limitation relating to the exchange or conversion of the debt securities.

	●	the title of the warrants;

	●	the total number of warrants;

	●	the price or prices at which the warrants will be issued;

	●	the price or prices at which the warrants may be exercised;

	●	the currency or currencies that investors may use to pay for the warrants;

	●	the date on which the right to exercise the warrants will commence and the date on which the right will expire;

	●	whether the warrants will be issued in registered form or bearer form;

	●	information with respect to book-entry procedures, if any;

	●	if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;

	●	if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

	●	if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;

	●	if applicable, a discussion of material federal income tax considerations;

	●	if applicable, the terms of redemption of the warrants;

	●	the identity of the warrant agent, if any;

	●	the procedures and conditions relating to the exercise of the warrants; and

	●	any other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.

	●	the date of determining the security holders entitled to the rights distribution;

	●	the aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;

	●	the exercise price;

	●	the conditions to completion of the rights offering;

	●	the date on which the right to exercise the rights will commence and the date on which the rights will expire; and

	●	any applicable federal income tax considerations.

	●	through agents;

	●	to or through underwriters;

	●	through broker-dealers (acting as agent or principal);

	●	directly by us to purchasers (including our affiliates and shareholders), through a specific bidding or auction process, a rights offering, or other method;

	●	through a combination of any such methods of sale; or

	●	through any other methods described in a prospectus supplement.

	●	block transactions (which may involve crosses) and transactions on Nasdaq or any other organized market where the securities may be traded;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;

	●	ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

	●	sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

	●	sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

SEC registration fee	$	17,400
FINRA fees	$	*
Legal fees and expenses	$	*
Accounting fees and expenses	$	*
Printing and postage expenses	$	*
Miscellaneous expenses	$	*
Total	$	*

	●	the description of the Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Exchange Act, on July 1, 2025, and all other amendments and reports filed for the purpose of updating such description, including the report of foreign private issuer on Form 6-K filed on August 6, 2026 in respect of the share consolidation and the reclassification of the Ordinary Shares into Class A Ordinary Shares and Class B Ordinary Shares.

	●	any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus; and

	●	any future reports of foreign private issuer on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference into the registration statement of which this prospectus forms a part.

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1**		Second Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the report of foreign private issuer on Form 6-K (File No. 001-42728) filed with the Securities and Exchange Commission on August 6, 2026)
4.1**		Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-283046), as amended, originally filed with the Securities and Exchange Commission on November 7, 2024)
4.2*		Form of Debt Security
4.3*		Form of Warrant Agreement and Warrant Certificate
4.4*		Form of Unit Agreement and Unit Certificate
4.5**		Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any
4.6**		Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any
5.1**		Opinion of Harney Westwood & Riegels regarding the validity of the Class A Ordinary Shares
21.1**		List of Subsidiaries
23.1**		Consent of J&S Associate PLT
23.2**		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
24.1**		Power of attorney (included on the signature page hereof)
25.1***		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Senior Debt Securities Indenture
25.2***		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Debt Securities Indenture
107**		Filing Fee Table

Masonglory Limited

By:	/s/ Jinyu Xie
	Name:	Jinyu Xie
	Title:	Chief Executive Officer, Co-Chairman of the Board and Director (Principal Executive Officer)

Signature	Title	Date

/s/ Tse Shing Fung	Co-Chairman of the Board and Director	October 23, 2026
Name: Tse Shing Fung

/s/ Jinyu Xie	Chief Executive Officer, Co-Chairman of the Board and Director (Principal Executive Officer)	October 23, 2026
Name: Jinyu Xie

/s/ Tsoi Chi Hei	Chief Financial Officer (Principal Financial and Accounting Officer)	October 23, 2026
Name: Tsoi Chi Hei

/s/ Lui Po Yuen	Independent Director	October 23, 2026
Name: Lui Po Yuen

/s/ Man Wing Wa	Independent Director	October 23, 2026
Name: Man Wing Wa

/s/ Cheng Shing Yan	Independent Director	October 23, 2026
Name: Cheng Shing Yan

Cogency Global Inc.

Authorized U.S. Representative

By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Sr. Vice President on behalf of Cogency Global Inc.

		Page

ARTICLE 1 DEFINITIONS		1

Section 1.01	Definitions of Terms	1

ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES		5

Section 2.01	Designation and Terms of Securities	5

Section 2.02	Form of Securities and Trustee’s Certificate	7

Section 2.03	Denominations: Provisions for Payment	7

Section 2.04	Execution and Authentication	9

Section 2.05	Registration of Transfer and Exchange	10

Section 2.06	Temporary Securities	11

Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	11

Section 2.08	Cancellation	12

Section 2.09	Benefits of Indenture	12

Section 2.10	Authenticating Agent	12

Section 2.11	Global Securities	13

ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		14

Section 3.01	Redemption	14

Section 3.02	Notice of Redemption	14

Section 3.03	Payment Upon Redemption	15

Section 3.04	Sinking Fund	16

Section 3.05	Satisfaction of Sinking Fund Payments with Securities	16

Section 3.06	Redemption of Securities for Sinking Fund	16

ARTICLE 4 COVENANTS		17

Section 4.01	Payment of Principal, Premium and Interest	17

		Page

Section 4.02	Maintenance of Office or Agency	17

Section 4.03	Paying Agents	17

Section 4.04	Appointment to Fill Vacancy in Office of Trustee	19

Section 4.05	Compliance with Consolidation Provisions	19

ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		19

Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	19

Section 5.02	Preservation of Information; Communications with Securityholders	19

Section 5.03	Reports by the Company	20

Section 5.04	Reports by the Trustee	20

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		20

Section 6.01	Events of Default	20

Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	22

Section 6.03	Application of Moneys or Property Collected	24

Section 6.04	Limitation on Suits	24

Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	25

Section 6.06	Control by Securityholders	25

Section 6.07	Undertaking to Pay Costs	26

ARTICLE 7 CONCERNING THE TRUSTEE		26

Section 7.01	Certain Duties and Responsibilities of Trustee	26

Section 7.02	Certain Rights of Trustee	27

Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	29

		Page

Section 7.04	May Hold Securities	29

Section 7.05	Moneys Held in Trust	29

Section 7.06	Compensation and Reimbursement	29

Section 7.07	Reliance on Officers’ Certificate	30

Section 7.08	Disqualification; Conflicting Interests	30

Section 7.09	Corporate Trustee Required; Eligibility	30

Section 7.10	Resignation and Removal; Appointment of Successor	31

Section 7.11	Acceptance of Appointment by Successor	32

Section 7.12	Merger, Conversion, Consolidation or Succession to Business	33

Section 7.13	Preferential Collection of Claims Against the Company	34

Section 7.14	Notice of Default	34

ARTICLE 8 CONCERNING THE SECURITYHOLDERS		34

Section 8.01	Evidence of Action by Securityholders	34

Section 8.02	Proof of Execution by Securityholders	35

Section 8.03	Who May be Deemed Owners	35

Section 8.04	Certain Securities Owned by Company Disregarded	35

Section 8.05	Actions Binding on Future Securityholders	36

ARTICLE 9 SUPPLEMENTAL INDENTURES		36

Section 9.01	Supplemental Indentures without the Consent of Securityholders	36

Section 9.02	Supplemental Indentures with Consent of Securityholders	38

Section 9.03	Effect of Supplemental Indentures	38

Section 9.04	Securities Affected by Supplemental Indentures	38

Section 9.05	Execution of Supplemental Indentures	39

		Page

ARTICLE 10 SUCCESSOR ENTITY		39

Section 10.01	Company May Consolidate, Etc.	39

Section 10.02	Successor Entity Substituted	40

Section 10.03	Evidence of Consolidation, Etc. to Trustee	40

ARTICLE 11 SATISFACTION AND DISCHARGE		40

Section 11.01	Satisfaction and Discharge of Indenture	40

Section 11.02	Discharge of Obligations	41

Section 11.03	Deposited Moneys to be Held in Trust	41

Section 11.04	Payment of Moneys Held by Paying Agents	41

Section 11.05	Repayment to Company	42

ARTICLE 12 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS		42

Section 12.01	No Recourse	42

ARTICLE 13 MISCELLANEOUS PROVISIONS		43

Section 13.01	Effect on Successors and Assigns	43

Section 13.02	Actions by Successor	43

Section 13.03	Surrender of Company Powers	43

Section 13.04	Notices	43

Section 13.05	Governing Law	43

Section 13.06	Treatment of Securities as Debt	44

Section 13.07	Certificates and Opinions as to Conditions Precedent	44

Section 13.08	Payments on Business Days	44

Section 13.09	Conflict with Trust Indenture Act	44

Section 13.10	Indenture and Securities Solely Corporate Obligations	45

Section 13.11	Counterparts	45

Section 13.12	Separability	45

Section 13.13	Compliance Certificates	45

Section of Trust Indenture Act of 1939, as Amended		Section of Indenture
310(a)		7.09
310(b)		7.08
		7.10
310(c)		Inapplicable
311(a)		7.13
311(b)		7.13

311(c)		Inapplicable
312(a)		5.01
		5.02(a)
312(b)		5.02(c)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a)
		5.04(b)
313(d)		5.04(c)
314(a)		5.03
		13.12
314(b)		Inapplicable
314(c)		13.07(a)
314(d)		Inapplicable
314(e)		13.07(b)
314(f)		Inapplicable
315(a)		7.01(a)
		7.01(b)
315(b)		7.14
315(c)		7.01
315(d)		7.01(b)

315(e)		6.07
316(a)		6.06
		8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.09

Section of Trust Indenture Act Of 1939, as Amended		Section of Indenture
310(a)		7.09
310(b)		7.08
		7.10
310(c)		Inapplicable
311(a)		7.13
311(b)		7.13
311(c)		Inapplicable
312(a)		5.01
		5.02(a)
312(b)		5.02(c)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a)
		5.04(b)
313(d)		5.04(c)
314(a)		5.03
		13.12
314(b)		Inapplicable
314(c)		13.07(a)
314(d)		Inapplicable
314(e)		13.07(b)
314(f)		Inapplicable
315(a)		7.01(a)
		7.01(b)
315(b)		7.14
315(c)		7.01
315(d)		7.01(b)
315(e)		6.07
316(a)		6.06
		8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.09

	Harney Westwood & Riegels
	14th Floor, Alexandra House
	18 Chater Road
	Central
	Hong Kong
	Tel: +852 5806 7800
	Fax: +852 5806 7810

	1	Existence. The Company is a company duly incorporated with limited liability, and is validly existing under the laws of the Cayman Islands. The Company is a separate legal entity and is subject to suit in its own name.

	2	Authorised Share Capital. Based on our review of the M&A, the authorised share capital of the Company is US$50,000 divided into 62,500,000 shares of a nominal or par value of US$0.0008 each, comprising (i) 60,000,000 class A ordinary shares of a par value of US$0.0008 each and (ii) 2,500,000 class B ordinary shares of a par value of US$0.0008 each.

	4	Valid Issuance of Debt Securities, Warrants, Rights and Units.

	(a)	With respect to each issue of debt securities, when (i) the Company's Board has taken all necessary corporate action to approve the creation and terms of the debt securities and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) an Indenture relating to the debt securities and the debt securities shall have been authorised and duly executed and unconditionally delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with all relevant laws; and (iii) when such debt securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the Indenture relating to such issue of debt securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such debt securities issued pursuant to the Indenture will have been duly executed, issued and delivered.