Lixiang Education Holding Co. Ltd 6-K, filed Aug 19, 2026
Lixiang Education Holding Co. Ltd. (LXEH)
About this 6-K
Lixiang Education Holding Co. Ltd filed this 6-K on August 19, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-39559
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Lixiang Education Holding Co., Ltd.
(Exact name of registrant as specified in its charter)
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No. 818 Hua Yuan Street
Liandu District, Lishui City, Zhejiang Province, 323000
People’s Republic of China
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Lixiang Education Holding Co., Ltd. |
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By: |
/s/ Biao Wei |
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Biao Wei |
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Director and Chief Executive Officer |
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Date: August 19, 2026 |
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EXHIBIT INDEX
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Exhibit No. |
Description |
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Exhibit 99.1 |
Notice of the Annual General Meeting and Proxy Statement for the Annual General Meeting |
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Exhibit 99.2 |
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Exhibit 99.3 |
Fourth Amended and Restated Memorandum and Articles of Association |
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Exhibit 99.4 |
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Exhibit 99.5 |
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Exhibit 99.1
Lixiang Education Holding Co., Ltd.
No. 818 Hua Yuan Street
Liandu District, Lishui City, Zhejiang Province, 323000
People’s Republic of China
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON SEPTEMBER 18, 2026
Dear shareholders,
Notice is hereby given that Lixiang Education Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), will hold its annual general meeting (the “AGM”) at No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China at 10:00 a.m. (Beijing Time) on September 18, 2026 (the “Notice”).
At the AGM, you will be asked to consider and vote upon the following resolutions:
As an ordinary resolution:
THAT the appointment of Audit Alliance LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, be ratified.
As an ordinary resolution:
THAT the report of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the three-year period ended December 31, 2025, be approved and ratified.
IT IS NOTED THAT (i) the Company intends to raise capital through issuing 20,000,000,000 Class A ordinary shares of the Company, par value of US$0.0001 per share (the “Class A Ordinary Shares”) to certain investors (the “Investors”) and 5,000,000,000 Class B ordinary shares of the Company, par value of US$0.0001 per share (the “Class B Ordinary Shares”) to Biao Wei, a director and the chief executive officer of the Company (collectively with the Investors, the “Purchasers”), in the aggregate consideration of US$12,500,000, pursuant to the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), (ii) the Purchasers of Class A Ordinary Shares will deposit such ordinary shares with Citibank, N.A. for 20,000,000 American depositary shares (the “ADSs”) of the Company, (iii) the Company will submit to the United States Securities and Exchange Commission (“SEC”) a registration statement on Form F-1 to enable the resale of the ADSs held by such Purchasers, and (iv) the Company will submit to the China Securities Regulatory Commission (“CSRC Filing”) any and all documents required in connection with the matters contemplated under (i), (ii) and (iii) (matters contemplated under (i) through (iii) are collectively referred to as, the “Share Issuance”).
As an ordinary resolution:
THAT the Share Issuance, and any documents related to the Share Issuance, including but not limited to the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), be and are hereby approved and ratified.
As a special resolution:
THAT, conditional upon the registration by the Registrar of Companies of the Cayman Islands of the Solvency Statement and the minute containing the particulars required under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”):
(i) the par value of each authorized and issued share in the share capital of the Company be reduced from US$0.0001 per share to US$0.0000001 per share such that the issued share capital be reduced by cancelling the paid-up capital of the Company to the extent of US$0.0000999 on each of the then issued shares of the Company (the “Capital Reduction”);
(ii) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the directors of the Company may deem fit and permitted under the Companies Act, the memorandum and articles of association of the Company as currently in effect and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;
(iii) immediately following the Capital Reduction, each of the authorized but unissued shares of a par value of US$0.0001 each in the share capital of the Company be sub-divided into 1,000 shares of a par value of US$0.0000001 each (the “Share Sub-Division”);
(iv) immediately following the Capital Reduction and the Share Sub-Division, the authorized share capital of the Company shall be changed:
FROM: US$2,000,000 divided into 20,000,000,000 shares of a par value of US$0.0001 each, comprising (i) 19,700,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 100,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, and (iii) 200,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Articles of Association of the Company,
TO: US$2,000,000 divided into 20,000,000,000,000 shares of a par value of US$0.0000001 each comprising (i) 19,700,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each (the “New Class A Ordinary Shares”), (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each (the “New Class B Ordinary Shares”), and (iii) 200,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Articles of Association of the Company (the “New Undesignated Shares”), by cancelling the excess authorized but unissued shares in the authorized share capital of the Company and of which 21,871,667,000 New Class A Ordinary Shares and 5,045,000,000 New Class B Ordinary Shares are issued and are fully paid up and the remainder are unissued; and
(v) each of the New Class A Ordinary Shares, the New Class B Ordinary Shares, and the New Undesignated Shares arising from the Capital Reduction shall rank pari passu in all respects with each other respectively and shall have the rights and privileges and be subject to the restrictions as contained in the Fourth Amended and Restated Memorandum and Articles of Association of the Company.
As a special resolution:
THAT subject to and immediately following the Capital Reduction and Share Sub-Division, the adoption of the Fourth Amended and Restated Memorandum and Articles of Association of the Company (as set forth in Exhibit 99.3 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), in substitution for, and to the exclusion of, the Company’s existing third amended and restated memorandum and articles of association, to reflect the Capital Reduction and Share Sub-Division be approved.
You can find more information about the agenda in the proxy statement accompanying this Notice. We are not aware of any other business to come before the AGM.
The board of directors of the Company has fixed the close of business (Cayman Islands Time) on August 20, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof. Accordingly, only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the Company’s American Depositary Shares (“ADSs”) at the close of business (New York Time) on August 20, 2026 who wish to exercise their voting rights for the Class A ordinary shares of the Company that are represented by their ADSs must act through Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly. ADS holders are not permitted to attend or vote in person at the AGM.
Your vote is important. Whether or not you plan to attend the AGM, we hope that you will vote as soon as possible.
A shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the AGM. A proxy need not be a shareholder of the Company. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the authorization to represent such shareholder to the Company.
If you plan to attend the AGM, please notify us of your intentions. This will assist us with meeting preparations.
Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. To be valid, the Proxy Card must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of Ms. Siyi Ye, Lixiang Education Holding Co., Ltd., No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China, +86-0578-2267142, as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any adjourned meeting. Returning the Proxy Card will not preclude you from attending the AGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Annual General Meeting, the Proxy Statement and the Proxy Card are available, through our website at www.lixiangeh.com.
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By Order of the Board of Directors, |
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/s/ Fen Ye |
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Fen Ye |
LIXIANG EDUCATION HOLDING CO., LTD.
PROXY STATEMENT
General
The board of directors of the Company (the “Board of Directors”) is soliciting proxies for an annual general meeting (the “AGM”) to be held at No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China at 10:00 a.m. (Beijing Time) on September 18, 2026.
Purpose of the AGM
The purpose of the AGM is to seek shareholders’ approval of (i) the proposal to ratify the appointment of Audit Alliance LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 (“Proposal 1”); (ii) the proposal to approve and ratify the report of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the three-year period ended December 31, 2025 (“Proposal 2”); (iii) the proposal to approve the Share Issuance and any documents related to the Share Issuance, including but not limited to the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026) (“Proposal 3”); (iv) the proposal to approve the Capital Reduction, Share Sub-Division and the change of authorized share capital of the Company (“Proposal 4”); and (v) the proposal to approve and adopt the Fourth Amended and Restated Memorandum and Articles of Association of the Company (“Proposal 5”) (collectively, the “Proposals”).
Record Date
Our Board of Directors has fixed the close of business on August 20, 2026 (Cayman Islands Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof.
Accordingly, only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed.
Holders of the Company’s American Depositary Shares (“ADSs”) at the close of business (New York Time) on August 20, 2026 (the “ADS Record Date”) are entitled to exercise their voting rights for the Class A ordinary shares represented by their ADSs and must act through Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Quorum
The quorum required for the AGM consists of one or more shareholders who together hold shares which carry in aggregate not less than one-third of all issued and outstanding shares that carry the right to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative.
Voting Required
Each Class A ordinary share of the Company in issue on the Record Date is entitled to one (1) vote per share. Each Class B ordinary share of the Company in issue on the Record Date is entitled to two hundred (200) votes per share. Proposals 1 through 3 are ordinary resolutions requiring the affirmative vote of a simple majority of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the AGM. Proposals 4 and 5 are special resolutions requiring the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the AGM.
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The voting results will be announced at the AGM and published in the Company’s report on Form 6-K to be furnished to the SEC after the AGM.
Solicitation
The costs of soliciting proxies will be borne by the Company. Proxies may be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names the ordinary shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed, and returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM in accordance with the instructions of the relevant shareholders. If no specific instructions are given by such holders, or in the case of broker’s non-votes, the ordinary shares will be voted at the discretion of the holder of such proxies.
Abstentions by holders of ordinary shares are included in the determination of the number of ordinary shares present for the purpose of quorum but are not counted as votes for or against a proposal. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the authorization to represent such shareholder to the Company.
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date, or by attending the AGM and voting in person. A written notice of revocation or a duly executed proxy bearing a later date must be delivered to the attention of the Company no later than 48 hours prior to the AGM.
Voting by Holders of ADSs
We have requested Citibank, N.A., as depositary of the ADSs, to deliver to all ADS holders as of the ADS Record Date the ADS voting instruction card. Upon timely receiving a duly completed ADS voting instruction card from an ADS holder, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the Class A ordinary shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the voting instructions from an ADS holder on or before the date set forth in the ADS voting instruction card, such ADS holders, under the terms of the deposit agreement, dated as of September 30, 2020, as amended, by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by the Company to vote the amount of Class A ordinary shares represented by such ADSs unless voting at the meeting is by show of hands and unless the Company informs Citibank, N.A. that (x) it does not wish such proxy to be given, (y) substantial opposition exists to the matters to be voted on at the AGM or (z) such matters would have a material adverse impact on the holders of the ordinary shares.
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PROPOSAL 1 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR
Our Board of Directors proposes to ratify the appointment of Audit Alliance LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.
We are asking our shareholders to ratify the appointment of Audit Alliance LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2025. If such appointment is not ratified, our audit committee of the Board of Directors will consider whether it is appropriate to select another registered accounting firm. Even if the appointment is ratified, our audit committee of the Board of Directors in its discretion may select another registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our shareholders.
The ratification of the appointment of Audit Alliance LLP as our independent registered accounting firm for the fiscal year ended December 31, 2025 requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR the ratification of the appointment of Audit Alliance LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2025.
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PROPOSAL 2 — RATIFICATION OF REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
We are asking our shareholders to approve and ratify the report of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the three-year period ended December 31, 2025. The approval and ratification of the report of Audit Alliance LLP relating to the Company’s consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the three-year period ended December 31, 2025, require the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR the approval and ratification of the report of Audit Alliance LLP relating to the Company’s consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the three-year period ended December 31, 2025.
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PROPOSAL 3 — APPROVAL OF THE SHARE ISSUANCE
The Company intends to raise capital through issuing 20,000,000,000 Class A ordinary shares of the Company, par value of US$0.0001 per share (the “Class A Ordinary Shares”) to certain investors (the “Investors”) and 5,000,000,000 Class B ordinary shares of the Company, par value of US$0.0001 per share (the “Class B Ordinary Shares”) to Biao Wei, a director and the chief executive officer of the Company (collectively with the Investors, the “Purchasers”), in the aggregate consideration of US$12,500,000, pursuant to the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026). The Purchasers of Class A Ordinary Shares will deposit such ordinary shares with Citibank, N.A. for 20,000,000 American depositary shares (the “ADSs”) of the Company. The Company will submit to the SEC a registration statement on Form F-1 to enable the resale of the ADSs held by such Purchasers, and the Company will submit to the China Securities Regulatory Commission any and all documents required in connection therewith (the “CSRC Filing”). All foregoing matters contemplated, except the CSRC Filing, are collectively referred to as, the “Share Issuance”.
We are asking our shareholders to approve and ratify the Share Issuance, and any documents related to the Share Issuance, including but not limited to, the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026) (the “SSAs”).
The approval of the Share Issuance and the SSAs requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR the approval of the Share Issuance and the SSAs.
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PROPOSAL 4 — APPROVAL OF THE CAPITAL REDUCTION AND SHARE SUB-DIVISION
Our Board of Directors proposes, conditional upon the registration by the Registrar of Companies of the Cayman Islands of the Solvency Statement and the minute containing the particulars required under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), to (i) reduce the par value of each authorized and issued share in the share capital of the Company from US$0.0001 per share to US$0.0000001 per share such that the issued share capital be reduced by cancelling the paid-up capital of the Company to the extent of US$0.0000999 on each of the then issued shares of the Company (the “Capital Reduction”); (ii) transfer the credit arising from the Capital Reduction to a distributable reserve account of the Company; (iii) immediately following the Capital Reduction, sub-divide each of the authorized but unissued shares of a par value of US$0.0001 each into 1,000 shares of a par value of US$0.0000001 each (the “Share Sub-Division”); and (iv) immediately following the Capital Reduction and the Share Sub-Division, change the authorized share capital of the Company as described in the Notice; and (v) each of the New Class A Ordinary Shares, the New Class B Ordinary Shares, and the New Undesignated Shares arising from the Capital Reduction shall rank pari passu in all respects with each other respectively and shall have the rights and privileges and be subject to the restrictions as contained in the Fourth Amended and Restated Memorandum and Articles of Association of the Company.
The approval of the Capital Reduction and Share Sub-Division requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR the approval of the Capital Reduction and Share Sub-Division.
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PROPOSAL 5 — APPROVAL AND ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Our Board of Directors proposes to approve and adopt the Fourth Amended and Restated Memorandum and Articles of Association of the Company (as set forth in Exhibit 99.3 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), in substitution for, and to the exclusion of, the Company’s existing third amended and restated memorandum and articles of association, to reflect the Capital Reduction and Share Sub-Division.
The approval and adoption of the Fourth Amended and Restated Memorandum and Articles of Association requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM, as a special resolution.
The Board of Directors recommends a vote FOR the approval and adoption of the Fourth Amended and Restated Memorandum and Articles of Association.
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OTHER MATTERS
The Board of Directors is not aware of any business to come before the AGM other than the Proposals described above in this Proxy Statement. However, if any other matters should properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
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By Order of the Board of Directors, |
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/s/ Fen Ye |
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Fen Ye |
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Chairlady of the Board of Directors |
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Exhibit 99.2
LIXIANG EDUCATION HOLDING CO., LTD.
PROXY CARD
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LIXIANG EDUCATION HOLDING CO., LTD. FOR AN ANNUAL GENERAL MEETING TO BE HELD ON SEPTEMBER 18, 2026.
The undersigned, a holder of Class A ordinary shares*/Class B ordinary shares* of Lixiang Education Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the notice of this annual general meeting of the Company (the “AGM”) (the “Notice”) and proxy statement, and hereby appoints (insert name) or failing him/her, Ms. Fen Ye, the chairlady of the board of directors of the Company, (the “Proxy”) with full power of substitution to each, as our duly authorized proxy with full power to attend the AGM on behalf and in the name of the undersigned, to represent the undersigned at the AGM to be held at No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China at 10:00 a.m. (Beijing Time) on September 18, 2026 and at any adjournment thereof, and to vote all the aforesaid ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below (or if no voting instructions are specified by the undersigned below, at the discretion of the Proxy) and (ii) in the discretion of the Proxy upon such other business as may properly come before the AGM, all as set forth in the Notice and in the proxy statement furnished therewith.
This Proxy Card must be signed by the person registered in the register of members of the Company at the close of business (Cayman Islands Time) on August 20, 2026. In the case of a corporation, this Proxy Card must be executed by a duly authorized officer or attorney.
The Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, the Proxy will exercise his/her discretion as to whether he/she votes and if so how, on the following proposals:
As an ordinary resolution, THAT the appointment of Audit Alliance LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, be ratified.
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For |
Against |
Abstain |
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As an ordinary resolution, THAT the report of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the three-year period ended December 31, 2025, be approved and ratified.
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For |
Against |
Abstain |
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☐ |
☐ |
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IT IS NOTED THAT (i) the Company intends to raise capital through issuing 20,000,000,000 Class A ordinary shares of the Company, par value of US$0.0001 per share (the “Class A Ordinary Shares”) to certain investors (the “Investors”) and 5,000,000,000 Class B ordinary shares of the Company, par value of US$0.0001 per share (the “Class B Ordinary Shares”) to Biao Wei, a director and the chief executive officer of the Company (collectively with the Investors, the “Purchasers”), in the aggregate consideration of US$12,500,000, pursuant to the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), (ii) the Purchasers of Class A Ordinary Shares will deposit such ordinary shares with Citibank, N.A. for 20,000,000 American depositary shares (the “ADSs”) of the Company, (iii) the Company will submit to the United States Securities and Exchange Commission (“SEC”) a registration statement on Form F-1 to enable the resale of the ADSs held by such Purchasers, and (iv) the Company will submit to the China Securities Regulatory Commission (“CSRC Filing”) any and all documents required in connection with the matters contemplated under (i), (ii) and (iii) (matters contemplated under (i) through (iii) are collectively referred to as, the “Share Issuance”).
As an ordinary resolution, THAT the Share Issuance, and any documents related to the Share Issuance, including but not limited to the share subscription agreements (as set forth in Exhibit 99.4 and Exhibit 99.5 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), be and are hereby approved and ratified.
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For |
Against |
Abstain |
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☐ |
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As a special resolution, THAT, conditional upon the registration by the Registrar of Companies of the Cayman Islands of the Solvency Statement and the minute containing the particulars required under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”):
(i) the par value of each authorized and issued share in the share capital of the Company be reduced from US$0.0001 per share to US$0.0000001 per share such that the issued share capital be reduced by cancelling the paid-up capital of the Company to the extent of US$0.0000999 on each of the then issued shares of the Company (the “Capital Reduction”);
(ii) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the directors of the Company may deem fit and permitted under the Companies Act, the memorandum and articles of association of the Company as currently in effect and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;
(iii) immediately following the Capital Reduction, each of the authorized but unissued shares of a par value of US$0.0001 each in the share capital of the Company be sub-divided into 1,000 shares of a par value of US$0.0000001 each (the “Share Sub-Division”);
(iv) immediately following the Capital Reduction and the Share Sub-Division, the authorized share capital of the Company shall be changed:
FROM: US$2,000,000 divided into 20,000,000,000 shares of a par value of US$0.0001 each, comprising (i) 19,700,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 100,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, and (iii) 200,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Articles of Association of the Company,
TO: US$2,000,000 divided into 20,000,000,000,000 shares of a par value of US$0.0000001 each comprising (i) 19,700,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each (the “New Class A Ordinary Shares”), (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each (the “New Class B Ordinary Shares”), and (iii) 200,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Articles of Association of the Company (the “New Undesignated Shares”), by cancelling the excess authorized but unissued shares in the authorized share capital of the Company and of which 21,871,667,000 New Class A Ordinary Shares and 5,045,000,000 New Class B Ordinary Shares are issued and are fully paid up and the remainder are unissued; and
(v) each of the New Class A Ordinary Shares, the New Class B Ordinary Shares, and the New Undesignated Shares arising from the Capital Reduction shall rank pari passu in all respects with each other respectively and shall have the rights and privileges and be subject to the restrictions as contained in the Fourth Amended and Restated Memorandum and Articles of Association of the Company.
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For |
Against |
Abstain |
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☐ |
As a special resolution, THAT subject to and immediately following the Capital Reduction and Share Sub-Division, the Fourth Amended and Restated Memorandum and Articles of Association of the Company (as set forth in Exhibit 99.3 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 19, 2026), in substitution for, and to the exclusion of, the Company’s existing third amended and restated memorandum and articles of association, to reflect the Capital Reduction and Share Sub-Division be approved and adopted.
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For |
Against |
Abstain |
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☐ |
☐ |
☐ |
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Dated: _______, 2026 |
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Shareholder Name: |
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Signature |
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NOTES:
1. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to appoint proxy in the space provided, failing which Ms. Fen Ye, the chairlady of the board of directors of the Company, will be appointed as your proxy.
2. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of Ms. Siyi Ye, Lixiang Education Holding Co., Ltd., No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China, +86-0578-2267142, as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any adjourned meeting.
3. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.
4. This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose.
5. If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.
6. Returning this completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked. If you plan to attend the AGM, please notify us of your intentions. This will assist us with meeting preparations.
7. Any alterations made to this form must be initialed by you.
Exhibit 99.3
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
Lixiang Education Holding Co., Ltd.
丽翔教育控股有限公司
(adopted by a Special Resolution passed on [ ] 2026)
1. The name of the Company is Lixiang Education Holding Co., Ltd. 丽翔教育控股有限公司.
2. The Registered Office of the Company will be situated at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.
3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.
4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act.
5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
6. The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.
7. The authorised share capital of the Company is US$2,000,000 divided into 20,000,000,000,000 shares of a par value of US$0.0000001 each, comprising (i) 19,700,000,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each, (ii) 100,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each, and (iii) 200,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Articles.
Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
8. The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.
9. Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.
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THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
Lixiang Education Holding Co., Ltd.
丽翔教育控股有限公司
(adopted by a Special Resolution passed on [ ] 2026)
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:
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“ADS” |
means an American Depositary Share representing Ordinary Shares; |
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“Affiliate” |
means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; |
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“Articles” |
means these articles of association of the Company, as amended or substituted from time to time; |
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“Board” and “Board of Directors” |
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; |
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“Chairman” |
means the chairman of the Board of Directors; |
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“Class” or “Classes” |
means any class or classes of Shares as may from time to time be issued by the Company; |
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“Class A Ordinary Share” |
means an Ordinary Share of a par value of US$0.0000001 in the capital of the Company, designated as a Class A Ordinary Share and having the rights provided for in these Articles; |
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“Class B Ordinary Share” |
means an Ordinary Share of a par value of US$0.0000001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles; |
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“Commission” |
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
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“Company” |
means Lixiang Education Holding Co., Ltd. 丽翔教育控股有限公司, a Cayman Islands exempted company; |
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“Companies Act” |
means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
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“Company’s Website” |
means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders; |
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“Designated Stock Exchange” |
means the stock exchange in the United States on which any Shares and ADSs are listed for trading; |
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“Designated Stock Exchange Rules” |
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange; |
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“electronic” |
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
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“electronic communication” |
means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
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“Electronic Transactions Act” |
means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
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“electronic record” |
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
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“Memorandum of Association” |
means the memorandum of association of the Company, as amended or substituted from time to time; |
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“Ordinary Resolution” |
means a resolution: (a) passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or |
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(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; |
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“Ordinary Share” |
means a Class A Ordinary Share or a Class B Ordinary Share; |
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“paid up” |
means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
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“Person” |
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; |
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“Register” |
means the register of Members of the Company maintained in accordance with the Companies Act; |
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“Registered Office” |
means the registered office of the Company as required by the Companies Act; |
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“Seal” |
means the common seal of the Company (if adopted) including any facsimile thereof; |
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“Secretary” |
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; |
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“Securities Act” |
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
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“Share” |
means a share in the capital of the Company, and includes an Ordinary Share. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share; |
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“Shareholder” or “Member” |
means a Person who is registered as the holder of one or more Shares in the Register; |
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“Share Premium Account” |
means the share premium account established in accordance with these Articles and the Companies Act; |
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“signed” |
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication; |
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“Special Resolution” |
means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: (a) passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or |
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(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; |
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“Treasury Share” |
means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; and |
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“United States” |
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. |
2. In these Articles, save where the context requires otherwise:
(a) words importing the singular number shall include the plural number and vice versa;
(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c) the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
(d) reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;
(e) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;
(f) reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;
(g) reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another;
(h) any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication;
(i) any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
(j) Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
3. Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
PRELIMINARY
4. The business of the Company may be conducted as the Directors see fit.
5. The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
6. The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
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7. The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.
SHARES
8. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to:
(a) issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;
(b) grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and
(c) grant options with respect to Shares and issue warrants or similar instruments with respect thereto.
9. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue from time to time, out of the authorised share capital of the Company, preferred shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:
(a) the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof;
(b) whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;
(d) whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;
(e) whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;
(f) whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
(g) whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
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(h) the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;
(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and
(j) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof;
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
10. The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
11. The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES
12. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to two hundred (200) votes on all matters subject to vote at general meetings of the Company.
13. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.
14. Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective (i) in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt by the Company of the written notice delivered to the Company as described in Article 13 (or at such later date as may be specified in such notice), or (ii) in the case of any automatic conversion effected pursuant to Article 15, forthwith upon occurrence of the event specified in Article 15 which triggers such automatic conversion, and the Company shall make entries in the Register to record the conversion of the relevant Class B Ordinary Shares as Class A Ordinary Shares at the relevant time.
15. Any number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:
(a) any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person that is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another holder;
for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (a) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party, which is neither an Affiliate of such holder nor another holder of Class B Ordinary
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Shares or an Affiliate of such another holder, holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares; or
(b) any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B Ordinary Shares that is an entity to any person that is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such holder;
for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on the issued and outstanding voting securities or the assets of a holder of Class B Ordinary Shares that is an entity to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (b) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party, which is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another holder, holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related issued and outstanding voting securities or the assets.
16. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
17. Save and except for voting rights and conversion rights as set out in Articles 12 to 16 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.
MODIFICATION OF RIGHTS
18. If at any time the capital of the Company is divided into different Classes, all or any of the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, be varied with the consent in writing of two thirds of the holders of the issued Shares of that Class or with the sanction of a special resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.
19. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressed provided by the terms of issue of the Shares of that Class, be deemed to be varied by the creation or issue of further Shares ranking pari passu with or subsequent to the Shares of that Class or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.
CERTIFICATES
20. Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that person, 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,
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and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register.
21. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
22. Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine.
23. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
24. In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.
FRACTIONAL SHARES
25. The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.
LIEN
26. The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.
27. The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
28. For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
29. The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.
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CALLS ON SHARES
30. Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
31. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
32. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
33. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
34. The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.
35. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
FORFEITURE OF SHARES
36. If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
37. The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.
38. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
39. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
40. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.
41. A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
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42. The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.
43. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
TRANSFER OF SHARES
44. The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.
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45. |
(a) |
The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien. |
(b) The Directors may also decline to register any transfer of any Share unless:
(i) the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(ii) the instrument of transfer is in respect of only one Class of Shares;
(iii) the instrument of transfer is properly stamped, if required;
(iv) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; and
(v) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.
46. The registration of transfers may, after compliance with any notice required by the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any calendar year.
47. All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within two calendar months after the date on which the instrument of transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.
TRANSMISSION OF SHARES
48. The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.
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49. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
50. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
REGISTRATION OF EMPOWERING INSTRUMENTS
51. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.
ALTERATION OF SHARE CAPITAL
52. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
53. The Company may by Ordinary Resolution:
(a) increase its share capital by new Shares of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(c) subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum of Association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
(d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
54. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
55. Subject to the provisions of the Companies Act and these Articles, the Company may:
(a) issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Special Resolution;
(b) purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Shareholders by Ordinary Resolution, or are otherwise authorised by these Articles; and
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(c) make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of capital.
56. The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.
57. The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.
58. The Directors may accept the surrender for no consideration of any fully paid Share.
TREASURY SHARES
59. The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
60. The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
GENERAL MEETINGS
61. All general meetings other than annual general meetings shall be called extraordinary general meetings.
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62. |
(a) |
The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors. |
(b) At these meetings the report of the Directors (if any) shall be presented.
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63. |
(a) |
The Chairman or the Directors (acting by a resolution of the Board) may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company. |
(b) A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company.
(c) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
(d) If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one calendar days.
(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.
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NOTICE OF GENERAL MEETINGS
64. At least ten (10) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a) in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and
(b) in the case of an extraordinary general meeting, by holders of two-thirds (2/3rd ) of the Shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy.
65. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
66. No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more Shareholders who together hold Shares which carry in aggregate not less than one-third (1/3rd) of all issued and outstanding Shares that carry the right to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall be a quorum for all purposes.
67. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
68. If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
69. The Chairman, if any, shall preside as chairman at every general meeting of the Company.
70. If there is no such Chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.
71. The chairman of any general meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
72. The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
73. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or any Shareholder present in person or by proxy, and unless a poll is so demanded, a declaration by
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the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
74. If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
75. All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
76. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.
VOTES OF SHAREHOLDERS
77. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one vote for each Class A Ordinary Share and two hundred votes for each Class B Ordinary Share of which he is the holder.
78. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.
79. Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.
80. No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
81. On a poll votes may be given either personally or by proxy.
82. Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.
83. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
84. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:
(a) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
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(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director;
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
85. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
86. A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
87. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.
DEPOSITARY AND CLEARING HOUSES
88. If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation, including the right to vote individually on a show of hands.
DIRECTORS
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89. |
(a) |
Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors. |
(b) The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting.
(c) The Company may by Ordinary Resolution appoint any person to be a Director.
(d) The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board.
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(e) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.
(f) A Director may be removed from office by Ordinary Resolution, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).
(g) A vacancy on the Board created by the removal of a Director under the previous clause may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal.
90. The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time.
91. A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings.
92. The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
93. The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.
ALTERNATE DIRECTOR OR PROXY
94. Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
95. Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.
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POWERS AND DUTIES OF DIRECTORS
96. Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
97. Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
98. The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.
99. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
100. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.
101. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
102. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.
103. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
104. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.
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BORROWING POWERS OF DIRECTORS
105. The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
THE SEAL
106. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
107. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.
108. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.
DISQUALIFICATION OF DIRECTORS
109. The office of Director shall be vacated, if the Director:
(a) becomes bankrupt or makes any arrangement or composition with his creditors;
(b) dies or is found to be or becomes of unsound mind;
(c) resigns his office by notice in writing to the Company;
(d) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or
(e) is removed from office pursuant to any other provision of these Articles.
PROCEEDINGS OF DIRECTORS
110. The Directors may meet together (either within or outside of the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
111. A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
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112. The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
113. A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. A Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.
114. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.
115. Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.
116. The Directors shall cause minutes to be made for the purpose of recording:
(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
117. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
118. A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.
119. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
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120. Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.
121. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.
122. All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
PRESUMPTION OF ASSENT
123. A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.
DIVIDENDS
124. Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
125. Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
126. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.
127. Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.
128. The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.
129. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.
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130. If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.
131. No dividend shall bear interest against the Company.
132. Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
133. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.
134. The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
135. The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.
136. The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.
137. The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.
138. Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
139. The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.
140. The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.
CAPITALISATION OF RESERVES
141. Subject to the Companies Act, the Directors may:
(a) resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution;
(b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
(i) paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
(ii) paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
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(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;
(d) authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:
(i) the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or
(ii) the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,
and any such agreement made under this authority being effective and binding on all those Shareholders; and
(e) generally do all acts and things required to give effect to the resolution.
142. Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to:
(a) employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members;
(b) any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members; or
(c) any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members.
SHARE PREMIUM ACCOUNT
143. The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
144. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
NOTICES
145. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website
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should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
146. Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised courier service.
147. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
148. Any notice or other document, if served by:
(a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;
(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or
(d) electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website.
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
149. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
150. Notice of every general meeting of the Company shall be given to:
(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.
No other Person shall be entitled to receive notices of general meetings.
INFORMATION
151. Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.
152. Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.
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INDEMNITY
153. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conduct of the 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 Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
154. No Indemnified Person shall be liable:
(a) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or
(b) for any loss on account of defect of title to any property of the Company; or
(c) on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
(d) for any loss incurred through any bank, broker or other similar Person; or
(e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or
(f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;
unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL YEAR
155. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year.
NON-RECOGNITION OF TRUSTS
156. No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.
WINDING UP
157. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.
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158. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed 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. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them 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 the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
AMENDMENT OF ARTICLES OF ASSOCIATION
159. Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.
CLOSING OF REGISTER OR FIXING RECORD DATE
160. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year.
161. In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.
162. If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.
REGISTRATION BY WAY OF CONTINUATION
163. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
DISCLOSURE
164. The Directors, or any service providers (including the officers, the Secretary and the Registered Office provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.
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DISPUTE RESOLUTION
165. For the avoidance of doubt and without limiting the jurisdiction of the Cayman Courts to hear, settle and/or determine disputes related to the Company, the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Members, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or these Articles including but not limited to any purchase or acquisition of Shares, security or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognised under the laws of the United States of America from time to time).
166. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum within the United States of America for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. This forum selection clause does not apply to claims under the Securities Exchange Act of 1934, which are subject to the exclusive jurisdiction of U.S. federal district courts, and it does not require investors to waive the requirements of the U.S. federal securities laws. Any person or entity purchasing or otherwise acquiring any share or other securities in the Company shall be deemed to have notice of and irrevocably agreed and consented to the provisions of this Article.
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Exhibit 99.4
SHARE SUBSCRIPTION AGREEMENT
August 19, 2026
By and Among
[Purchaser]
and
Lixiang Education Holding Co., Ltd.
【买方】
关于
丽翔教育控股有限公司
之
股份认购协议
2026 年 8 月 19 日
目录
Contents
|
Clause |
Page |
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Article 1 DEFINITIONS |
2 |
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第 1 条 释义 |
2 |
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Article 2 ISSUANCE OF SHARES |
3 |
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第 2 条 股份发行 |
3 |
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Article 3 CONDITIONS PRECEDENT |
4 |
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第 3 条 先决条件 |
4 |
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Article 4 PAYMENT METHOD |
5 |
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第 4 条 支付方式 |
5 |
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Article 5 REPRESENTATIONS AND WARRANTIES |
5 |
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第 5 条 陈述和保证 |
5 |
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Article 6 DEFAULT |
10 |
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第 6 条 违约责任 |
10 |
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Article 7 CONFIDENTIALITY |
11 |
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第 7 条 保密 |
11 |
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Article 8 GOVERNING LAW |
12 |
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第 8 条 适用法律 |
12 |
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Article 9 FORCE MAJEURE |
12 |
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第 9 条 不可抗力 |
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Article 10 EFFECTIVENESS, AMENDMENT AND TERMINATION |
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第 10 条 协议生效、变更及终止 |
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Article 11 SERVICE OF NOTICES AND SERVICE OF PROCESS |
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第 11 条 通知及送达 |
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Article 12 FEES |
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第 12 条 费用 |
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Article 13 MISCELLANEOUS |
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第 13 条 其他 |
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SHARE SUBSCRIPTION AGREEMENT
股份认购协议
This Agreement is made and entered into on August 19, 2026 by and between:
本协议于 2026 年 8月 19 日由以下各方签订：
(1) [Purchaser] (“Purchaser”)/【买方】（以下简称“买方”）
Registered Address: [Address]
住所：【地址】
(2) Lixiang Education Holding Co., Ltd. (“Lixiang” or the “Company”)/丽翔教育控股有限公司（以下简称“丽翔教育”或“公司”）
Registered Address: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.
住所：4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.
WHEREAS:
鉴于：
1、 Lixiang is an exempted company with limited liability validly incorporated and existing under the laws of the Cayman Islands. As of the date of this Agreement, the authorized share capital of Lixiang is US$2,000,000 divided into 20,000,000,000 ordinary shares with a par value of US$0.0001 each (the “Ordinary Shares”), consisting of (i) 19,700,000,000 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”), (ii) 100,000,000 Class B ordinary shares of a par value of US$0.0001 each (the “Class B Ordinary Shares”), and (iii) 200,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors of Lixiang may determine in accordance with the Amended M&A. As of the date of this Agreement, there are 1,916,667,000 Ordinary Shares issued and outstanding, consisting of 1,871,667,000 Class A Ordinary Shares, including 1,866,667,000 Class A Ordinary Shares represented by 1,866,667 American depositary shares (“ADSs”) that Lixiang has publicly issued, and 45,000,000 Class B Ordinary Shares. As of the date of this Agreement, each ADS represents 1000 Class A Ordinary Shares, subject to share division, share consolidation, adjustment of conversion ratio between Class A Ordinary Share and ADS, recapitalization or other similar events.
丽翔教育系一家依据开曼群岛法律有效设立和存续的豁免有限责任公司。截至本协议签署之日，丽翔教育的法定股本为2,000,000美元，分为20,000,000,000股普通股，每股面值0.0001美元（“普通股”），其中包括：（1）19,700,000,000 A类普通股，每股面值0.0001美元（“A类普通股”），（2）100,000,000 B类普通股，每股面值0.0001美元（“B类普通股”），以及（3）200,000,000 股公司董事会根据修订版章程决定的股份类别（一类或多类），每股面值0.0001美元。截至本协议签署之日，丽翔教育已发行在外的普通股数量为1,916,667,000股，其中包括1,871,667,000股A类普通股（包括由1,866,667股美国存托股（“ADSs”）代表1,866,667,000股已公开发行的A类普通股）以及45,000,000股B类普通股。截至本协议签署之日，每股ADS代表1000股普通股, 并会基于股份分割、股份合并、普通股与ADS之间转换比例的调整、资本重组或其他类似事件而进行相应调整。
2、 Purchaser intends to make an strategic investment, to subscribe for and purchase Class A Ordinary Shares (“Shares”), from Lixiang, in accordance with the terms and conditions set forth in this Agreement.
买方有意按照本协议约定的条款和条件，战略投资认购丽翔教育的 A 类普通股（“目标股份”）。
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NOW, THEREFORE, on the basis of the principle of equality, mutual assent and good faith, in accordance with relevant laws, regulations and regulatory legal documents, the Parties have reached this Agreement through friendly negotiations:
现各方在平等、自愿、诚信的基础上，依据相关法律、法规及规范性法律文件，经友好协商，达成本协议，以兹共同遵守：
The foregoing parties are referred to herein individually as a “Party” and collectively as the “Parties”.
在本协议中，以上各方单独称为“一方”，合并称为“各方”。
Article 1 DEFINITIONS
第 1 条 释义
1.1 Unless otherwise specified in specific terms, the following terms used herein shall have the following meanings:
除非具体条款另有约定，下列词语在本协议中使用时具有以下含义：
1.1.1 “Affiliate” means, with respect to any Person, any circumstance that one or more Persons directly or indirectly Controlling or Controlled by or under common Control with such Person. For the purpose of this section, “Control” (including the terms “Controlling”, “Controlled by” and “under common Control with”) means the possession of the power to determine/adjust the operation and policies of a party or the possession, directly or indirectly, of the power to make such determination or adjustment possible, whether through the ownership of voting equity interests, shares, other securities, contracts, agreements or otherwise.
关联方，指就任何主体而言，一个或一个以上的主体直接或间接控制该主体或受到该主体的控制或与该主体共同受其他主体的控制的情形。本款之“控制” (包括“控制”、“被控制”及“被共同控制”)是指通过持有具有表决权的股权、股份、其他有价证券、合同、协议或其他方式，可决定/调整某一方的经营及政策或直接/间接拥有使该等决定或调整成为可能的权利。
1.1.2 “Agreement” means this Share Subscription Agreement among the Parties, including any change, revision, amendment or supplement to this Share Subscription Agreement.
本协议，指各方签署的本股份认购协议，包括对本股份认购协议的任何修改、变更、修订或补充。
1.1.3 “Amended M&A” means the third amended and restated memorandum and articles of association of the Company, adopted by a special resolution passed on November 18, 2024, and as may be amended from time to time.
修订版章程，指公司在2024年11月18日经由特别决议通过的第三版经修订并重述的公司章程（经不时修订）。
1.1.4 “Applicable Law” means, in respect of any Party, public, valid and applicable laws, regulations, decisions, orders, relevant governmental rules and local government regulations and regulatory documents in other forms legally binding as applicable to such Party or binding upon such Party or any of its properties.
适用法律，对于任何一方而言，指适用于该方或对该方或其任何财产有约束力的、公开、有效并且适用的法律、法规、决定、命令、相关政府部门规章和地方政府规章以及其他形式的具有法律约束力的规范性文件。
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1.1.5 “Business Day” means a day (other than a Saturday, a Sunday or a public holiday) that the banks in the United States and the People’s Republic of China are generally open for business
工作日，指除周六、周日以及公休日以外，中华人民共和国或美国银行营业之日。
1.1.6 “Constitutional Documents” means, in respect of any Party, the articles of association, business license, approval certificate, shareholders’ agreement, or any equivalent governing or constitutional documents of such Party.
组织文件，对于任何一方而言，指该方的公司章程、营业执照、批准证书、股东协议、或与此相当的管理或组织文件。
1.1.7 “CSRC” means China Securities Regulatory Commission of the People’s Republic of China.
中国证监会，指中国证券监督管理委员会。
1.1.8 “NASDAQ” means the US National Association of Securities Dealers Automated Quotations.
纳斯达克，指美国全国证券交易商协会自动报价表。
1.1.9 “SEC” means the United States Securities and Exchange Commission.
美国证券交易委员会，指 U.S. Securities and Exchange Commission。
1.1.10 “Subscription” means the subscription by Purchaser for the newly issued Shares of Lixiang pursuant to the terms and conditions of this Agreement and under the relevant NASDAQ rules.
本次认购，指买方根据本协议约定的条款和条件及纳斯达克相关规则认购丽翔教育新发行目标股份的行为。
1.2 In this Agreement, unless otherwise expressly provided therein: (i) any reference to “this Agreement” shall include any documents that modify or supplement this Agreement; (ii) any reference to “Articles” or “Sections” means a reference to a “Section” or “Sections” of this Agreement; (iii) the table of contents and headings to Articles are inserted for ease of reference only and shall not be construed as interpreting this Agreement or limiting the matters under such headings or the scope thereof; (iv) unless otherwise agreed, any reference to a “ day” in this Agreement means a natural day.
在本协议中除非上下文另有规定：(i) 凡提及本协议应包括对本协议的任何修订或补充的文件；(ii) 凡提及条款是指本协议的条款；(iii) 本协议的目录和条款的标题仅为查阅方便而设置，不应构成对本协议的任何解释，不对标题之下的内容及其范围有任何限定；(iv) 除另有约定外，本协议提及的日、天均为自然日。
Article 2 ISSUANCE OF SHARES
第 2 条 股份发行
2.1 The Parties agree that, upon satisfaction of all the conditions precedent set forth in Article 3.1 hereof, Purchaser shall subscribe for _______ newly issued Shares (equivalent to _______ ADSs), subject to any share split, share division, share consolidation, share recapitalization and other similar changes (the “Adjustments”), for an aggregate purchase price of US$_______ (the “Subscription Price”), being US$___ per ADS subject to Adjustments.
各方同意，在本协议第 3.1 条规定的先决条件全部获得满足的情况下，买方将认购丽翔教育新增发行的_______股目标股份（等同于_______股 ADS）——根据任何股份拆细、股份分拆、股份合并、股份资本重组及其他类似变更（统称“调整”）而定，认购总价为_______美元（“认购价款”），即每股 ADS ___美元（取决于调整）。
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2.2 The Parties agree that this Subscription shall be in compliance with relevant laws and regulations and relevant rules of the SEC, NASDAQ and CSRC, and the Parties shall timely provide necessary cooperation for the satisfaction of such rules.
各方同意，本次认购应符合相关法律、法规和美国证券交易委员会、纳斯达克、中国证监会的相关规定，各方应就满足该等规定及时提供必要的配合。
2.3 Purchaser warrants that, as of the date of this Agreement, it, as the investor of this Subscription, is not required or has already obtained relevant filing and there is no procedural obstacle that may affect the progress of this Subscription.
买方保证其作为本次认购的投资主体，在签署本协议日已确定无需或已取得相关备案，不存在影响本次认购交易进程的程序障碍。
2.4 The Company shall file with the SEC, within twenty (20) days of the date hereof, a registration statement on Form F-1 (the “Registration Statement”) covering the resale of ADSs representing _______Shares to be issued pursuant to this Agreement.
公司应在本协议签署之日起二十 (20) 天内向 SEC 提交表格 F-1 注册声明（“注册声明”），该注册声明涵盖代表_______股根据本协议发行的目标股份的 ADS 之转售。
Article 3 CONDITIONS PRECEDENT
第 3 条 先决条件
3.1 This Subscription shall be subject to the fulfillment of the following conditions precedent:
本次认购发行应以下述先决条件的成就为前提：
3.1.1 This Subscription has been approved by Purchaser’s investment committee, as applicable.
本次认购获得买方投资委员会的批准，如适用。
3.1.2 In accordance with relevant laws, regulations, organizational documents, and the relevant provisions of the SEC and NASDAQ, the matters related to this Subscription have obtained the effective approvals of the board of directors and the audit committee.
根据相关法律、法规，组织文件和美国证券交易委员会、纳斯达克的相关规定，本次认购有关事宜获得了公司董事会和审计委员会的有效批准。
3.1.3 The Subscription and the transactions contemplated hereunder shall have been approved by the shareholders of Lixiang at an annual general meeting of the Company duly convened and held in accordance with the Amended M&A and applicable laws.
本次认购及本协议项下拟进行的交易应已获得丽翔教育根据修订版章程及适用法律正式召集并举行的年度股东大会上股东的批准。
3.1.4 The matters relating to this Subscription have obtained/completed approval/ filing, as required, from/with the SEC and other external regulatory agencies in accordance with relevant laws, regulations, and the relevant provisions of the SEC and NASDAQ.
本次认购有关事宜已根据相关法律、法规和美国证券交易委员会、纳斯达克的相关规定获得或完成了美国证券交易委员会等外部监管部门就本次认购所要求的批准或备案。
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Article 4 PAYMENT METHOD
第 4 条 支付方式
4.1 Purchaser agrees that, subject to the satisfaction of all conditions precedent set forth in Section 3.1 hereof, Purchaser shall make full payment of the Subscription Price to the designated account of Lixiang on the payment date determined by Lixiang (“Closing Date”).
买方同意，在本协议第 3.1 条规定的先决条件全部获得满足的前提下，买方应按照公司确定的具体缴款日期将本次认购价款足额缴付至公司的指定账户(“交割日”)。
Article 5 REPRESENTATIONS AND WARRANTIES
第 5 条 陈述和保证
5.1 Each of the Parties to this Agreement hereby represents and warrants to each other that, as of the date of this Agreement:
于本协议签署日，本协议各方相互做出如下陈述和保证：
5.1.1 Organization and Status. Each of the Parties to this Agreement has been duly incorporated and validly existing under applicable laws/ has full capacity for civil rights and capacity for civil conduct to enter into this Agreement and to exercise its rights and perform its obligations in accordance herewith.
组织和状况。协议各方已根据适用法律合法设立、有效存续/具有完全的民事权利能力及民事行为能力订立本协议，并按本协议行使权利及履行义务。
5.1.2 Authorization. Except as otherwise provided in this Agreement, each of the Parties to this Agreement has the power and authority to enter into and perform this Agreement, and to consummate this Subscription, and such actions have been duly authorized, constitute valid and legally binding obligations of the Parties and are enforceable.
授权。除本协议另有规定外，协议各方有权力和授权签署和履行本协议并完成本次认购，且前述行为已经获得所有必要的授权，对其构成有效和具有法律约束力的义务并具有强制执行力。
5.1.3 No Conflicts. The execution and performance of this Agreement by each of the Parties to this Agreement will not (i) result in a breach of any of its constitutional documents, if any; (ii) result in a breach of or be in conflict with any term or provision of any other contract, agreement or legally binding arrangement to which it is a party or constitute a default under any such agreement or arrangement; or (iii) result in a breach of any applicable Laws.
无冲突。协议各方签署和履行本协议不会 (i) 导致违反其组织文件的任何条款（如有）；(ii)导致违反或抵触其为一方当事人而签署的其他合同、协议或具有法律约束力的安排的任何条款或规定，或者构成该等协议或安排项下的违约；(iii) 导致其违反任何适用法律。
5.1.4 No Further Requirements. Except as otherwise required in this Agreement, the consummation by it of the transactions contemplated hereby shall not be required to obtain/finish any consent, approval, authorization or order of, registration or filings with any third party or competent authority.
无进一步要求。除本协议另有规定外，其完成本协议所述的交易无需获取来自任何第三方或相关主管部门的同意、批准、授权、命令、登记、备案。
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5.1.5 No Legal Proceedings. There are no material unresolved legal disputes which could (i) attempt to limit or prohibit the execution and performance of this Agreement and completion of this Subscription, or (ii) reasonably be expected to have a material adverse effect on any Party’s ability to perform its obligations under this Agreement or complete this Subscription.
无法律程序。不存在下述情况的重大未决法律纠纷：(i) 试图限制或禁止其签署和履行本协议并完成本次认购，或(ii) 经合理预期可能对其履行本协议项下义务的能力或完成本次认购的能力造成重大不利影响。
5.1.6 Good Faith Cooperation. Each Party warrants that it shall use its best efforts to obtain/complete, on its own and in cooperation with the other Party, the approvals, consents, filings, registrations, permits, authorizations and other third-party agreements required for the performance of this Agreement from the relevant government or regulatory authorities, as well as to sign the relevant transaction documents required under the regulations of the SEC for the successful implementation of this Subscription (if required).
尽力配合。协议各方保证尽力自行及配合其他方获得或完成本协议项下所须的政府或有关主管部门的审批、核准、备案、登记、同意、许可及其他第三方文件以及为顺利实施本次认购根据美国证券交易委员会的规定签署相关交易文件（如须）。
5.2 Representations and Warranties of Purchaser
买方陈述和保证
Purchaser hereby represents and warrants to Lixiang, as of the signing date and as of the Closing Date, as follows:
买方就截至签字日和交割日现况，对公司做出以下陈述和保证：
5.2.1 Business and Financial Experience. Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in business and financial matters that Purchaser is capable of evaluating the merits and risks of Purchaser’s purchase of Shares as contemplated by this Agreement. Purchaser’s financial situation is such that it can afford to bear the economic risk of holding the Shares for an indefinite period of time and suffer complete loss of such Purchaser’s investment.
商业和财务经验。买方属于证券法的D规则第501条规定定义下的合格投资者，并具备相应的商业和财务知识和经验来审核此目标股份购买交易的内容和风险。买方的财务状况允许其去承担在不定期间内持有该目标股份和损失全部投资的经济风险。
5.2.2 Purchase for Own Account. Purchaser (a) is purchasing the Shares for its own account (not as a nominee or agent) for investment purposes only and not with an intent or view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, (b) has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares, and (c) does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person, or to any third person, with respect to any of the Shares.
自有账户购买。买方 a)以投资目的而非名义人或代理人的身份购买股票，且无意或预期去转售、派发、分销部分或全部目标股份份额，(b) 目前没有出售或分销股份或授予股份参与权的安排或意图，并且 (c) 没有与任何人签订任何出售、转让或授予股份的合同、承诺、协议或安排该人或任何第三方参与任何股份。
5.2.3 No Advertisement or General Solicitation. Purchaser is not purchasing the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in
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connection with investments in securities generally. In connection with the offer and sale of Shares to Purchaser, neither the Company nor Purchaser has engaged in any “directed selling efforts” (as defined in Regulation S under the Securities Act).
没有广告或公众游说。买方购买该目标股份不是基于任何报纸、杂志或类似媒体上的广告、文章、通知或其他通讯，或在电视或广播中播出、或在任何研讨会或会议中呈现的内容，或任何买方之前未知的人在证券投资方面的游说。就此目标股份出售购买，公司和买方均没有从事任何 “引导性销售行为”（证券法S规则定义）。
5.2.4 Not an Underwriter. Purchaser is not an underwriter or dealer in the Shares and it is not participating, pursuant to a contractual agreement, in a distribution of the Shares.
非承销商。买方不属于承销商或目标股份中介，且并不是在按某种合同协议来参与分销目标股份。
5.2.5 No Affiliates of the Company. Purchaser is not or has not been, an Affiliate of the Company, its directors, supervisors (if applicable) and senior executives, and is not or has not been an Affiliate /a concert party of/with any of the Company’s existing shareholders.
非公司的关联方。买方与公司及其董事、监事(如适用)、高级管理人员之间不存在关联关系，与公司现有股东之间不存在关联关系、一致行动关系。
5.2.6 No Affiliates of Other Purchasers. Purchaser is not or has not been, a concert party or under common Control or in any other form affiliated with any other Purchaser(s) that may result in consolidation of their shareholding ratio.
非其他买方的关联方。买方之间不存在一致行动或受共同控制等可能导致对公司的持股比例合并计算的关系。
5.2.7 Non-U.S. Person. Purchaser is not a “U.S. Person” as defined by Regulation S and is not acquiring the Shares for the account or benefit of a U.S. Person. Purchaser acknowledges that the it was not in the United States at the time the offer to purchase the Shares was received from the Company and that all substantive negotiations and communications between Purchaser and Lixiang have occurred outside the United States. Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
非美国人。买方非S规则定义下的 “美国人”，且不是代理“美国人”来购买该目标股份。买方确认在收到公司发出的购买目标股份的要约时，其并没有在美国境内，且买方和公司之间实质性的谈判和沟通没有发生在美国境内。买方同意不使用该目标股份来进行对冲交易，除非符合证券法规定。
5.2.8 Foreign Investor. Purchaser is not a “U.S. Person” (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), and Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any offer and sale of the Shares or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Shares, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Purchaser’s purchase and payment for, its beneficial ownership of the Shares, will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
外国投资人。买方不是 “美国人”（美国税法1986年法案的7701(a)(30)条规定定义下），且买方现陈述其满足了所在的管辖地有关该协议规定下的目标股份交易的相关法律要求，包括 (a) 所在管辖地的有关股份购买的相关法律规定, (b) 任何与该交易相关的外汇管制规定， (c) 任何必须获得的政府和其他许可，以及 (d) 如有，与该股份购买，持有，兑换，出售或转移相关的收入税或其他税收影响。买方的股份购买和支付对价给与其对股份的所有权，不会违反买方所在管辖地的证券法和其他适用法律法规。
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5.2.9 Investment Intent; Blue Sky. Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof. Purchaser understands that the issuance of the Shares has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable Blue Sky laws.
投资意向；蓝天法。买方为自己账户购买该目标股份，而非代持或受托人，且不是意向于分销转售。买方了解，因其依赖于证券法相关规定下豁免注册的要求，该股份的发行没有也不会按证券法要求注册。该豁免情形将决定于，包括其他因素，买方的真实和准确的居住地，公司将依赖此陈述来满足蓝天法的法规要求。
5.2.10 Transfer Restrictions. Purchaser or any person acting on the Purchaser’s behalf has not engaged, or will not engage, in any “directed selling efforts” (as defined under Regulation S) to U.S. Persons or in the U.S. with respect to the Shares and Purchaser and any person acting on its behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act. Purchaser will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the U.S., or to a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. Purchaser has not in the U.S., engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap. Purchaser will, after expiration of the Restricted Period in compliance with Regulation S, offer, sell, pledge or otherwise transfer the Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and federal securities laws, and agrees not to engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act.
转售限制。买方或代理买方的任何人，未曾参与或不会参与任何针对“美国人”或在美国境内的针对该股份进行的“引导性销售行为”（S规则定义），且买方及其代表已经并将会遵守证券法S规则的相关限制性发行要求。在从股份发行日其到该日期一周年的期间内，或者S规则或其他相应证券法规定允许的更短期间内（“限制期”），买方不得进行要约，出售，质押或者转售这些目标股份给“美国人”，或者在美国本土内进行交易，或者进行其他违反S规则的行为。买方没有在美国进行，且不会在限制期内对该股份进行任何做空，或对冲交易行为，包括任何期权，卖权及其他选择权交易，期权合同或股权交换等。买方在限制期结束后的出售要约，质押或者转移该股权必须按照S规则要求进行交易，按照证券法注册要求或其合规的豁免，遵守联邦或适当的州法，并承诺不对此股份进行对冲交易，除非符合证券法规定除外。
5.2.11 Restricted Shares. Purchaser understands that the Shares it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Lixiang in a transaction not involving a public offering and that such securities may be resold without registration under the Securities Act only in certain limited circumstances under such laws and regulations. Purchaser is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
限制性股份。买方明白，其购买的股份根据联邦证券法规定性质为“限制性目标股份”，即从公司购买该目标股份不涉及公开发行的交易，且该目标股份在没有按证券法注册的前提下仅能在某种有限的情形按照证券法相应的法规才能进行转售。买方熟悉目前生效的144规则，并明白其以及证券法对转售的相关限制。
(i) Restrictive Legend. Purchaser covenants not to dispose of any of the Shares other than in conjunction with an effective registration statement under the Securities Act or pursuant to another exemption from registration and in compliance with the applicable federal and states securities laws.
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Purchaser acknowledges and agrees that the certificate representing the Shares shall be endorsed with a Rule 144 legend or the following legends, as well as any other legend required to be placed thereon by applicable federal or state securities laws.
(i) 限制性标记。买方同意不处置该目标股份，除非按照生效的符合证券法规定的注册文本，或者按照相关联邦和州证券法规定的豁免注册来进行交易。买方确认和同意股份凭证应印有144规则要求标记或以下标识，以及其他联邦和州证券法要求的印记。
“THE SHARES ARE BEING OFFERED TO PURCHASERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
“该股份出售给非美国人的购买者（按《1933年证券法及其修正案》（“证券法”）下的S规则），且依据证券法S规则没有在美国证监会注册。”
“TRANSFER OF THE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
“该股份的转售是被禁止的，除非根据S规则的相关要求，或证券法的注册要求，或其他合规的豁免要求。此股份不得进行对冲交易，除非遵守证券法的相关规定进行交易除外。”
“THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SHARES IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.”
“该股份没有按《1933年证券法及其修正案》（“证券法”）或者按美国各州证券法进行注册。该股份不得被转售、出售、要约出售、质押或抵押 (A)如果没有 (1) 根据证券法来进行有效的注册， (2) 证券法或其他适用证券法的豁免资格，或 (3) 给公司提供合理满足的法律意见来说明不需要注册；以及 (B) 根据证券法S规则定义，在购买交割后的 40 天内，于美国人或于美国境内发生该等转售、出售、要约出售、质押或抵押。任何违反这些限制要求的试图转售、出售、质押或抵押该股份的行为均为无效的。”
(ii) Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Shares.
(ii) 买方同意公司对此记录做标识，或给与证券交易操作中介指令来执行对目标股份的限制性。
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5.2.12 Offshore Transaction. Purchaser has been advised and acknowledges that in issuing Shares to it pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S and/or Section 4(a)(2) promulgated under the Securities Act. Purchaser is acquiring its Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S and/or Section 4(a)(2) promulgated under the Securities Act.
境外交易。买方已被告知并确认，公司依赖证券法颁布的S规则以及/或证券法第4(a)(2)条提供的的注册豁免来进行该目标股份的出售。买方购买该股份属依赖证券法颁布的S规则以及/或证券法第4(a)(2)条提供的注册豁免的境外交易。
5.2.13 Independent Review. Purchaser in making the decision to purchase the Shares subscribed for: (a) has received, reviewed and understood this Agreement; (b) has, prior to any sale, been given access and the opportunity to ask any and all questions it had, and to receive answers from the Company or any person acting on its behalf concerning the Company, its business plan, management and current financial condition, and/or the terms and conditions of the offer and sale of the Shares, and Purchaser has received complete and satisfactory answers to any such inquiries; (c) has relied solely upon the information contained within this Agreement or upon information obtained in its own investigation; (d) understands that the attorneys, accountants or other professionals who have been employed to perform services on Lixiang’s behalf have NOT been employed to represent the interests of Purchaser, represents and acknowledges that it has consulted with and is relying on its own counsel or advisors for independent legal, accounting, financial and tax advice concerning this investment in Lixiang, including but not limited to advice as to the legality of any resale of the Shares, tax or other consequences of such investment in Lixiang, and the suitability of the investment for Purchaser; (e) acknowledges that the books and records of Lixiang have been available for inspection upon reasonable notice and during reasonable business hours at Lixiang’s principal place of business and that the appropriate officers of Lixiang have been available to answer any questions concerning this investment; and (f) acknowledges that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the Shares, including the total loss of its investment.
独立审核。买方在决定购买该目标股份时，a)已经获得，审阅，并理解该协议内容; b)在交易前已被提供公司信息，并且有机会询问有关公司及其业务计划、管理层和财务状况及有关该股份交易的条件相关问题，得到公司或任何代表公司的个人的答复，且买方已得到完整满意的回复；c)仅依赖此协议提供的信息或通过自行调查得到的信息；d) 理解律师，会计师或其他聘请来代表公司提供服务的专业人士并不是被聘请来代表买方的利益，并陈述确认其已经就此股份交易进行咨询并依赖其自己的律师或顾问来做出独立的法律，会计，财务和税收意见，包括但不限于有关股份的转售性，税收以及该投资的影响，以及买方进行该投资的适当性；e)确认公司的账本已经在合理通知前提下在公司主要运营地和工作时间被提供予以审查，且公司的管理层对该交易的相关问题提供回复; 且f) 确认该股份的购买涉及高风险，并进一步确认其能够承担购买股份的经济风险，包括承担其投资的全部损失。
5.2.14 Brokers or Finders. Purchaser has not and will not incur, directly or indirectly, as a result of any action taken by it, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the transactions contemplated hereby.
中介或中间人。买方目前和将来均不会因其采取的任何行动而直接或间接地发生与本协议或本协议拟议交易相关的经纪费、中介费或代理费或任何类似收费的任何负债。
Article 6 DEFAULT
第 6 条 违约责任
6.1 Except for the cause of Force Majeure, the failure or inadequate performance by either Party under this Agreement, or the breach of any representation and/or warranty made by such party under this agreement, shall be deemed a default, except for circumstances beyond their control. The Party in default (hereinafter referred to as the “Defaulting Party”) shall correct its default within 30 days (hereinafter referred to as the “Cure Period”) from the date the other Party (hereinafter referred to as the “Non-defaulting Party”) delivers
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a notice requesting correction of the default, unless otherwise provided in this Agreement. If the Defaulting Party fails to correct its default within the Cure Period, the Non-defaulting Party shall be entitled to demand the Defaulting Party to assume its liability for the default and to compensate for all the losses incurred as a result.
除不可抗力因素外，本协议任何一方未履行或未适当履行其在本协议项下承担的任何义务，或违反其在协议项下作出的任何陈述和/或保证，均视为违约，该方（以下简称“违约方”）应在未违反本协议一方（以下简称“守约方”）向其送达要求纠正的通知之日起 30 日内（以下简称“纠正期限”）纠正其违约行为；如纠正期限届满后，违约方仍未纠正其违约行为，则守约方有权要求违约方承担违约责任，并赔偿由此给守约方造成的全部损失。
6.2 For the avoidance of doubt, after the execution of this Agreement, if this Agreement fails to become effective due to the dissatisfaction of the conditions precedent as set forth in Article 3.1 of this Agreement, the relevant Party shall not be deemed to have breached this Agreement.
为避免疑义，本协议签署后，因本协议第 3.1 条的先决条件未成就而导致本协议未生效，不应视为相关方违反本协议。
6.3 Purchaser agrees to indemnify and hold Lixiang and any person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act, and Lixiang’s officers, managers, members, directors, agents, attorneys and affiliates harmless from and against all damages, losses, costs and expenses, including reasonable attorneys’ fees and expenses reasonably incurred in the investigation or preparation in defense of any litigation commenced or threatened or any claim whatsoever, which they may incur by reason of any misrepresentation or breach of any warranty made by Purchaser herein, or in any document provided by Purchaser to the Company in connection with Purchaser’s investment in Lixiang.
买方同意赔偿并保护公司及公司的控制人（按证券法15条的规定），以及公司的高管、经理、成员、董事、代理人、律师和关联方免受由于买方在本协议中的任何虚假陈述或违反任何保证，或在与其在公司投资相关的任何文件中向公司提供的信息而引起的任何损害、损失、费用和支出的责任，包括合理的律师费用和调查或筹备任何已开始或可能面临的诉讼或任何索赔所需的合理费用。
6.4 This Article 6 shall survive rescission or termination of this Agreement.
本第6条在本协议解除或终止后持续有效。
Article 7 CONFIDENTIALITY
第 7 条 保密
7.1 Except as otherwise provided under Applicable Laws, regulations or regulatory documents, or unless otherwise required by the SEC, NASDAQ or CSRC, each Party shall, and shall cause its agents and employees and consultants to maintain in strict confidence of the other Party’s Confidential Information. Without obtaining the other Party’s prior written consent, neither Party shall disclose such Confidential Information (including without limitation, by accepting interviews, answering questions or surveys, news releases or otherwise). For the purposes of this Agreement: Confidential Information means the existence of this Agreement and its contents, the transactions, arrangements or other ancillary matters contemplated by this Agreement, and all information relating to this Subscription. The Confidential Information shall not include information which (i) was already in the possession of the Receiving Party at the time of such disclosure by the Disclosing Party, (ii) general public knowledge, otherwise than as a result of improper conduct by the Receiving Party; (iii) properly obtained by the Receiving Party through a third party; (iv) is required to be disclosed under provisions of law, regulation, regulatory document or rules of the SEC, NASDAQ or CSRC; or (v) is disclosed to professional advisors of the Disclosing Party, provided that such advisors bear the duty of confidentiality towards the Disclosing Party, regarding any information disclosed to them.
除相关法律、法规或规范性文件另有规定，或美国证券交易委员会、纳斯达克、中国证监会提出任何要求外，本协议任何一方均应当，并应当促使其代理人、员工和顾问，对另一方的保密信息予以严格保密，未经对方事先书面同意，任何一方均不得将上述保密信息予以披露（包括但不限于通过接受采访、回答问题或接受调查、举行新闻发布或者其他方式）。在本协议中，“保密信息”是指本协议的存在及其内容，本协议项下的交易、
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安排或任何其他附属事项及本次认购所涉及的所有资料。保密信息不包括 (i) 在披露方作出披露的时候已经被接受方所掌握的信息； (ii) 并非由于接受方的不当行为而众所周知的信息； (iii) 由接受方通过第三方正当获取的信息； (iv) 任何根据法律、法规、规范性文件或美国证券交易委员会、纳斯达克、中国证监会的规定而被要求披露的信息；或 (v) 向披露方的专业顾问披露，但该等专业顾问就披露给其的任何信息对披露方负有保密义务。
7.2 This Article 7 shall survive rescission or termination of this Agreement.
本条款在本协议解除或终止后仍然有效。
Article 8 GOVERNING LAW
第 8 条 适用法律
The execution, performance and interpretation of this Agreement and all matters related hereto shall be governed by the laws of Hong Kong Special Administrative Region of the People’s Republic of China.
本协议的订立、履行、解释及与本协议相关的一切事宜适用中国香港特别行政区法律。
Article 9 FORCE MAJEURE
第 9 条 不可抗力
9.1 “Force Majeure” means any objective event which is unforeseeable, or unavoidable and insurmountable even if foreseeable, including but not limited to wars, earthquakes, floods, fires, wars and strikes.
不可抗力是指各方或者一方不可预见，或即使可预见也不可避免并不可克服的客观事件，包括但不限于战争、地震、洪水、火灾、战争、罢工等。
9.2 If a Party is unable to perform any of its obligations because of an event of Force Majeure, the time for performance of the obligations under this Agreement of such prevention shall be extended by a period equal to the delay caused by the event of Force Majeure. The Party claiming inability to perform its obligations due to an event of Force Majeure shall take appropriate means to minimize or remove the effects of the event of Force Majeure, and shall use reasonable efforts to resume performance of the obligation affected by the event of Force Majeure as soon as possible.
如果一方因不可抗力事件而不能履行其任何义务，因不可抗力事件而不能履行的本协议项下义务的履行时间应予延长，延长的时间等于不可抗力事件所导致的延误时间。声称遭遇不可抗力事件而不能履行义务的一方应采取适当措施减少或消除不可抗力事件的影响，并应尽合理努力尽快恢复履行受不可抗力事件影响的义务。
9.3 The affected Party shall notify the other Party and provide available evidences within five (5) Business Days after the occurrence of the event of Force Majeure.
受不可抗力事件影响的一方应在不可抗力事件发生后的 5 个工作日内通知另一方并提供其所能得到的证据。
9.4 Should any Party be prevented from performing all or any part of its obligations under this Agreement as a result of an event of Force Majeure, such Party shall not be deemed to be in breach of this Agreement, and shall not be liable for breach of this Agreement.
如任何一方因不可抗力事件而无法全部或部分履行其在本协议项下的任何义务，则该方不视为违约，不承担违约责任。
9.5 If such event of Force Majeure and its effect continue for thirty (30) days or more and, as a result, forfeiture of any Party’s ability to continue performance of this Agreement, either Party shall have the right to terminate this Agreement by written notice.
如不可抗力事件及其影响持续 30 日或以上并且致使任何一方丧失继续履行本协议的能力，则本协议任何一方有权以书面通知的方式解除本协议。
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9.6 During the occurrence of an event of Force Majeure, the Parties shall in all other respects continue their performance of this Agreement except to the extent such non-performance is due to such event of Force Majeure. The obligations suspended during the occurrence of an event of Force Majeure shall be resumed as soon as the event of Force Majeure or the effect thereof has been cured or removed.
在发生不可抗力事件期间，除因不可抗力事件导致不能履行的方面外，各方应在其他各个方面继续履行本协议。在不可抗力发生期间中止履行的义务应于不可抗力事件或其影响终止或消除后立即恢复履行。
Article 10 EFFECTIVENESS, AMENDMENT AND TERMINATION
第 10 条 协议生效、变更及终止
10.1 This Agreement shall come into effect from the date when it is signed by the authorized representatives.
本协议经授权代表签字之日起生效。
10.2 Any amendment of this Agreement shall be agreed upon by the Parties through negotiations and a written supplemental agreement shall be separately executed.
本协议的变更需经各方协商一致并另行签署书面补充协议。
10.3 This Agreement may be terminated in any of the following circumstances:
本协议可依据下列情况之一而终止：
10.3.1 If the conditions precedent set forth in Article 3.1 of this Agreement are not fulfilled, either Party shall have the right to terminate this Agreement by written notice.
如本协议第 3.1 条所述先决条件未能完成，任何一方均有权以书面通知方式终止本协议。
10.3.2 If permanent injunctions, regulations, rules and orders issued by the regulatory authorities or exchanges to restrict, prohibit or cancel the completion of this Subscription are final and non-appealable, either Party shall have the right to terminate this Agreement by written notice.
如果有关主管部门、证券交易所作出的限制、禁止和废止完成本次认购的永久禁令、法规、规则和命令已属终局且不可上诉，任何一方均有权以书面通知方式终止本协议。
10.3.3 This Agreement may be terminated by the Parties upon the mutual agreement and execution of a written agreement.
经各方协商一致并签署书面协议，可终止本协议。
10.3.4 If any Party is in material breach of this Agreement, the non-breaching Party shall serve a written notice on the breaching Party requiring the breaching Party to take immediate measures to remedy such breach. If such breach remains unremedied within 30 days from the date of delivery of the notice, the non-breaching Party shall have the right to terminate this Agreement unilaterally by written notice.
如任何一方严重违反本协议规定，在守约方向违约方送达书面通知要求违约方对此等违约行为立即采取补救措施之日起 30 日内，此等违约行为仍未获得补救，守约方有权单方以书面通知方式终止本协议。
10.3.5 Arising out of Force Majeure, either Party can terminate this Agreement in accordance with Article 9.5.
受不可抗力影响，任何一方可依据本协议第 9.5 条规定终止本协议。
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Article 11 SERVICE OF NOTICES AND SERVICE OF PROCESS
第 11 条 通知及送达
11.1 All notices or written communications to be given by any Party to the other hereunder shall be made in a manner that both Parties could receive such communications. All notices and other communications made pursuant to this Agreement shall be conclusively deemed to have been duly given: (a) at the date of receipt upon signature by the recipient after deposit with an overnight delivery service; or (b) at the next Business Day when sent via Wechat or E-mail.
本协议项下任何一方向另一方发出的所有通知或书面通讯应以双方可以接收的方式发送。根据本协议发出的通知或通讯，如以快递的方式发出，通知信件交给快递服务公司后收件人的签收日期视为送达日期；如以微信或电子邮件的方式发出，则在发送后的第 1 个工作日为送达日期。
11.2 All notices and communications shall be sent to the actual business addresses of the Parties or other mailing address notified by any Party to the other Party. If a Party fails to notify the other Party of a change of address in a timely manner after such change of address, documents delivered to the original address of such Party before formal notice to the other Party shall be deemed served to such Party.
所有通知和通讯应发往双方实际办公地址，或者任何一方以书面方式通知另一方的其他收件地址。如一方变更地址后未及时通知另一方，则另一方在未得到正式通知之前，将有关文件送达该方原地址即视为已送达该方。
Article 12 FEES
第 12 条 费用
12.1 Any and all of the costs and expenses to be incurred in connection with this Agreement and this Subscription shall be paid by the Party incurring such costs and expenses, whether or not the transactions contemplated by this Agreement are completed.
无论本协议所述交易是否完成，因本协议和本次认购而发生的全部成本和开支，均应由发生该等成本和开支的一方自行支付。
12.2 The Parties agree that all the taxes payable as a result of this Subscription shall be respectively borne by the Parties in accordance with the relevant laws and regulations.
各方同意，因本次认购所应缴纳的各项税费，由各方按照相关法律、法规的规定各自承担。
Article 13 MISCELLANEOUS
第 13 条 其他
13.1 No Party shall be subject to succession or assignment restrictions.
继受及转让，任何一方均不受限。
13.2 Severability. The illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, but would be valid and enforceable if deleted or modified in part, the provision shall be deemed to be modified or partially deleted as necessary and shall continue to be in effect as modified or partially deleted.
可分割性。本协议任何条款不合法、无效或不能强制执行，均不影响本协议任何其他条款的合法性、效力或可强制执行性。如果本协议任何条款被裁定为无效或不具有可强制执行性，但若进行部分删除或修改仍可使之成为有效或具有可强制执行性，该等条款可在进行必要的部分删除或修改后继续实施。
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13.3 Amendment. Any amendment or supplement to this Agreement shall be agreed upon by the Parties, and a written amendment or supplement document shall be executed by the Parties through mutual assent. Any amendment or supplement document shall be an integral part of this Agreement and shall have equal force and effect as this Agreement. In the event that there is any conflict between the amendment or supplement document and this Agreement, the amendment or supplement document shall prevail.
修订。任何对本协议的修改或补充，必须经各方协商一致并签订书面修改或补充文件。任何对本协议的修改或补充文件均是本协议不可分割的一部分，与本协议具有同等效力。修改或补充文件与本协议发生冲突时，以修改或补充文件为准。
13.4 Waiver. If any Party to this Agreement waives any breach of this Agreement by the other Party, such waiver shall be made in a written instrument signed by the waiving Party, which shall not be deemed as a waiver of any other breach of this Agreement by the other Party.
放弃。如本协议任何一方放弃追究其他方在本协议项下的任何违约责任，则该项放弃应当由放弃追究的一方以经其签署的书面方式作出，且该项放弃不应被视为放弃追究其他方在本协议项下的其他违约责任。
13.5 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereunder and supersedes all prior written and oral agreements and all prior other communications and arrangements among the Parties with respect to the subject matter hereunder.
完整协议。本协议构成了各方就本协议项下标的事项的全部协议，并取代此前各方就本协议项下标的事项的所有书面和口头的协议及此前的所有其他通信及安排。
13.6 This Agreement is written in English and Chinese and shall become effective upon signature by the Parties. This Agreement is made in two originals, with each Party holding one original, with each original having the same legal effect. In case there is any conflict between the English version and the Chinese version, the English version shall prevail.
本协议采用中英文书写，各方签字即生效。正本一式贰份，各方各执壹份，各份具有同等的法律效力。如英文版本和中文版本有任何冲突，以英文版本为准。
(The remainder of this page is intentionally left blank.) /（以下无正文）
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(Intentionally Left Blank. Signature Page to the Share Subscription Agreement)
（本页无正文，为《股份认购协议》之签署页）
[Purchaser]
【买方】
Signature: ________________
签字：________________
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(Intentionally Left Blank. Signature Page to the Share Subscription Agreement)
（本页无正文，为《股份认购协议》之签署页）
Lixiang Education Holding Co., Ltd.
丽翔教育控股有限公司
Authorized Representative (Signature):
授权代表（签字）：________________
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Exhibit 99.5
SHARE SUBSCRIPTION AGREEMENT
August 19, 2026
By and Among
Biao Wei
and
Lixiang Education Holding Co., Ltd.
魏彪
关于
丽翔教育控股有限公司
之
股份认购协议
2026 年 8 月 19 日
目录
Contents
|
Clause |
Page |
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Article 1 DEFINITIONS |
2 |
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第 1 条 释义 |
2 |
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Article 2 ISSUANCE OF SHARES |
3 |
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第 2 条 股份发行 |
3 |
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Article 3 CONDITIONS PRECEDENT |
4 |
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第 3 条 先决条件 |
4 |
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Article 4 PAYMENT METHOD |
5 |
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第 4 条 支付方式 |
5 |
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Article 5 REPRESENTATIONS AND WARRANTIES |
5 |
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第 5 条 陈述和保证 |
5 |
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Article 6 DEFAULT |
10 |
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第 6 条 违约责任 |
10 |
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Article 7 CONFIDENTIALITY |
11 |
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第 7 条 保密 |
11 |
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Article 8 GOVERNING LAW |
12 |
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第 8 条 适用法律 |
12 |
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Article 9 FORCE MAJEURE |
12 |
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第 9 条 不可抗力 |
12 |
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Article 10 EFFECTIVENESS, AMENDMENT AND TERMINATION |
13 |
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第 10 条 协议生效、变更及终止 |
13 |
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Article 11 SERVICE OF NOTICES AND SERVICE OF PROCESS |
14 |
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第 11 条 通知及送达 |
14 |
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Article 12 FEES |
14 |
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第 12 条 费用 |
14 |
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Article 13 MISCELLANEOUS |
14 |
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第 13 条 其他 |
14 |
i
SHARE SUBSCRIPTION AGREEMENT
股份认购协议
This Agreement is made and entered into on August 19, 2026 by and between:
本协议于 2026 年 8月 19 日由以下各方签订：
(1) Biao Wei (“Purchaser”)/魏彪 （以下简称“买方”）
ID Card No.: ______________________________
身份证号：_______________________________
(2) Lixiang Education Holding Co., Ltd. (“Lixiang” or the “Company”)/丽翔教育控股有限公司 (以下简称 “丽翔教育”或“公司”)
Registered Address: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.
住所：4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.
WHEREAS:
鉴于：
1、 Lixiang is an exempted company with limited liability validly incorporated and existing under the laws of the Cayman Islands. As of the date of this Agreement, the authorized share capital of Lixiang is US$2,000,000 divided into 20,000,000,000 ordinary shares with a par value of US$0.0001 each (the “Ordinary Shares”), consisting of (i) 19,700,000,000 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”), (ii) 100,000,000 Class B ordinary shares of a par value of US$0.0001 each (the “Class B Ordinary Shares”), and (iii) 200,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors of Lixiang may determine in accordance with the Amended M&A. As of the date of this Agreement, there are 1,916,667,000 Ordinary Shares issued and outstanding, consisting of 1,871,667,000 Class A Ordinary Shares, including 1,866,667,000 Class A Ordinary Shares represented by 1,866,667 American depositary shares (“ADSs”) that Lixiang has publicly issued, and 45,000,000 Class B Ordinary Shares. As of the date of this Agreement, each ADS represents 1000 Class A Ordinary Shares, subject to share division, share consolidation, adjustment of conversion ratio between Class A Ordinary Share and ADS, recapitalization or other similar events.
丽翔教育系一家依据开曼群岛法律有效设立和存续的豁免有限责任公司。截至本协议签署之日，丽翔教育的法定股本为2,000,000美元，分为20,000,000,000股普通股，每股面值0.0001美元（“普通股”），其中包括：（1）19,700,000,000 A类普通股，每股面值0.0001美元（“A类普通股”），（2）100,000,000 B类普通股，每股面值0.0001美元（“B类普通股”），以及（3）200,000,000 股公司董事会根据修订版章程决定的股份类别（一类或多类），每股面值0.0001美元。截至本协议签署之日，丽翔教育已发行在外的普通股数量为1,916,667,000股，其中包括1,871,667,000股A类普通股（包括由1,866,667股美国存托股（“ADSs”）代表1,866,667,000股已公开发行的A类普通股）以及45,000,000股B类普通股。截至本协议签署之日，每股ADS代表1000股普通股, 并会基于股份分割、股份合并、普通股与ADS之间转换比例的调整、资本重组或其他类似事件而进行相应调整。
2、 Purchaser intends to make an strategic investment, to subscribe for and purchase Class B Ordinary Shares (“Shares”), from Lixiang, in accordance with the terms and conditions set forth in this Agreement.
买方有意按照本协议约定的条款和条件，战略投资认购丽翔教育的B类普通股（“目标股份”）。
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NOW, THEREFORE, on the basis of the principle of equality, mutual assent and good faith, in accordance with relevant laws, regulations and regulatory legal documents, the Parties have reached this Agreement through friendly negotiations:
现各方在平等、自愿、诚信的基础上，依据相关法律、法规及规范性法律文件，经友好协商，达成本协议，以兹共同遵守：
The foregoing parties are referred to herein individually as a “Party” and collectively as the “Parties”.
在本协议中，以上各方单独称为“一方”，合并称为“各方”。
Article 1 DEFINITIONS
第 1 条 释义
1.1 Unless otherwise specified in specific terms, the following terms used herein shall have the following meanings:
除非具体条款另有约定，下列词语在本协议中使用时具有以下含义：
1.1.1 “Affiliate” means, with respect to any Person, any circumstance that one or more Persons directly or indirectly Controlling or Controlled by or under common Control with such Person. For the purpose of this section, “Control” (including the terms “Controlling”, “Controlled by” and “under common Control with”) means the possession of the power to determine/adjust the operation and policies of a party or the possession, directly or indirectly, of the power to make such determination or adjustment possible, whether through the ownership of voting equity interests, shares, other securities, contracts, agreements or otherwise.
关联方，指就任何主体而言，一个或一个以上的主体直接或间接控制该主体或受到该主体的控制或与该主体共同受其他主体的控制的情形。本款之“控制” (包括“控制”、“被控制”及“被共同控制”)是指通过持有具有表决权的股权、股份、其他有价证券、合同、协议或其他方式，可决定/调整某一方的经营及政策或直接/间接拥有使该等决定或调整成为可能的权利。
1.1.2 “Agreement” means this Share Subscription Agreement among the Parties, including any change, revision, amendment or supplement to this Share Subscription Agreement.
本协议，指各方签署的本股份认购协议，包括对本股份认购协议的任何修改、变更、修订或补充。
1.1.3 “Amended M&A” means the third amended and restated memorandum and articles of association of the Company, adopted by a special resolution passed on November 18, 2024, and as may be amended from time to time.
修订版章程，指公司在2024年11月18日经由特别决议通过的第三版经修订并重述的公司章程（经不时修订）。
1.1.4 “Applicable Law” means, in respect of any Party, public, valid and applicable laws, regulations, decisions, orders, relevant governmental rules and local government regulations and regulatory documents in other forms legally binding as applicable to such Party or binding upon such Party or any of its properties.
适用法律，对于任何一方而言，指适用于该方或对该方或其任何财产有约束力的、公开、有效并且适用的法律、法规、决定、命令、相关政府部门规章和地方政府规章以及其他形式的具有法律约束力的规范性文件。
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1.1.5 “Business Day” means a day (other than a Saturday, a Sunday or a public holiday) that the banks in the United States and the People’s Republic of China are generally open for business
工作日，指除周六、周日以及公休日以外，中华人民共和国或美国银行营业之日。
1.1.6 “Constitutional Documents” means, in respect of any Party, the articles of association, business license, approval certificate, shareholders’ agreement, or any equivalent governing or constitutional documents of such Party.
组织文件，对于任何一方而言，指该方的公司章程、营业执照、批准证书、股东协议、或与此相当的管理或组织文件。
1.1.7 “CSRC” means China Securities Regulatory Commission of the People’s Republic of China.
中国证监会，指中国证券监督管理委员会。
1.1.8 “NASDAQ” means the US National Association of Securities Dealers Automated Quotations.
纳斯达克，指美国全国证券交易商协会自动报价表。
1.1.9 “SEC” means the United States Securities and Exchange Commission.
美国证券交易委员会，指 U.S. Securities and Exchange Commission。
1.1.10 “Subscription” means the subscription by Purchaser for the newly issued Shares of Lixiang pursuant to the terms and conditions of this Agreement and under the relevant NASDAQ rules.
本次认购，指买方根据本协议约定的条款和条件及纳斯达克相关规则认购丽翔教育新发行目标股份的行为。
1.2 In this Agreement, unless otherwise expressly provided therein: (i) any reference to “this Agreement” shall include any documents that modify or supplement this Agreement; (ii) any reference to “Articles” or “Sections” means a reference to a “Section” or “Sections” of this Agreement; (iii) the table of contents and headings to Articles are inserted for ease of reference only and shall not be construed as interpreting this Agreement or limiting the matters under such headings or the scope thereof; (iv) unless otherwise agreed, any reference to a “ day” in this Agreement means a natural day.
在本协议中除非上下文另有规定：(i) 凡提及本协议应包括对本协议的任何修订或补充的文件；(ii) 凡提及条款是指本协议的条款；(iii) 本协议的目录和条款的标题仅为查阅方便而设置，不应构成对本协议的任何解释，不对标题之下的内容及其范围有任何限定；(iv) 除另有约定外，本协议提及的日、天均为自然日。
Article 2 ISSUANCE OF SHARES
第 2 条 股份发行
2.1 The Parties agree that, upon satisfaction of all the conditions precedent set forth in Article 3.1 hereof, Purchaser shall subscribe for 5,000,000,000 newly issued Shares, subject to any share split, share division, share consolidation, share recapitalization and other similar changes (the “Adjustments”), for an aggregate purchase price of US$2,500,000 (the “Subscription Price”), being US$0.0005 per Share subject to Adjustments.
各方同意，在本协议第3.1条规定的先决条件全部获得满足的情况下，买方将认购丽翔教育新增发行的5,000,000,000股目标股份——根据任何股份拆细、股份分拆、股份合并、股份资本重组及其他类似变更（统称“调整”）而定，认购总价为2,500,000美元（“认购价款”），即每股 0.0005美元（取决于调整）。
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2.2 The Parties agree that this Subscription shall be in compliance with relevant laws and regulations and relevant rules of the SEC, NASDAQ and CSRC, and the Parties shall timely provide necessary cooperation for the satisfaction of such rules.
各方同意，本次认购应符合相关法律、法规和美国证券交易委员会、纳斯达克、中国证监会的相关规定，各方应就满足该等规定及时提供必要的配合。
2.3 Purchaser warrants that, as of the date of this Agreement, it, as the investor of this Subscription, is not required or has already obtained relevant filing and there is no procedural obstacle that may affect the progress of this Subscription.
买方保证其作为本次认购的投资主体，在签署本协议日已确定无需或已取得相关备案，不存在影响本次认购交易进程的程序障碍。
2.4 Purchaser agrees that, for a period of five (5) years from the Closing Date (see the definition below) (the “Lock-Up Period”), Purchaser shall not, directly or indirectly, sell, transfer, pledge, encumber or otherwise dispose of any of the Shares acquired pursuant to this Agreement; provided, however, that Purchaser may transfer all or any portion of such Shares to any Affiliate of Purchaser, so long as such Affiliate agrees in writing to be bound by the terms of this lock-up restriction for the remainder of the Lock-Up Period.
买方同意，自交割日（见下文定义）起五（5）年内（“锁定期”），买方不得直接或间接出售、转让、质押、设置负担或以其他方式处置根据本协议取得的任何目标股份；但买方可将全部或部分该等目标股份转让给买方的关联方，前提是该关联方书面同意在锁定期剩余期间内受本锁定限制条款的约束。
Article 3 CONDITIONS PRECEDENT
第 3 条 先决条件
3.1 This Subscription shall be subject to the fulfillment of the following conditions precedent:
本次认购发行应以下述先决条件的成就为前提：
3.1.1 This Subscription has been approved by Purchaser’s investment committee, as applicable.
本次认购获得买方投资委员会的批准，如适用。
3.1.2 In accordance with relevant laws, regulations, organizational documents, and the relevant provisions of the SEC and NASDAQ, the matters related to this Subscription have obtained the effective approvals of the board of directors and the audit committee.
根据相关法律、法规，组织文件和美国证券交易委员会、纳斯达克的相关规定，本次认购有关事宜获得了公司董事会和审计委员会的有效批准。
3.1.3 The Subscription and the transactions contemplated hereunder shall have been approved by the shareholders of Lixiang at an annual general meeting of the Company duly convened and held in accordance with the Amended M&A and applicable laws.
本次认购及本协议项下拟进行的交易应已获得丽翔教育根据修订版章程及适用法律正式召集并举行的年度股东大会上股东的批准。
3.1.4 The matters relating to this Subscription have obtained/completed approval/ filing, as required, from/with the SEC and other external regulatory agencies in accordance with relevant laws, regulations, and the relevant provisions of the SEC and NASDAQ.
本次认购有关事宜已根据相关法律、法规和美国证券交易委员会、纳斯达克的相关规定获得或完成了美国证券交易委员会等外部监管部门就本次认购所要求的批准或备案。
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Article 4 PAYMENT METHOD
第 4 条 支付方式
4.1 Purchaser agrees that, subject to the satisfaction of all conditions precedent set forth in Section 3.1 hereof, Purchaser shall make full payment of the Subscription Price to the designated account of Lixiang on the payment date determined by Lixiang (“Closing Date”).
买方同意，在本协议第 3.1 条规定的先决条件全部获得满足的前提下，买方应按照公司确定的具体缴款日期将本次认购价款足额缴付至公司的指定账户(“交割日”)。
Article 5 REPRESENTATIONS AND WARRANTIES
第 5 条 陈述和保证
5.1 Each of the Parties to this Agreement hereby represents and warrants to each other that, as of the date of this Agreement:
于本协议签署日，本协议各方相互做出如下陈述和保证：
5.1.1 Organization and Status. Each of the Parties to this Agreement has been duly incorporated and validly existing under applicable laws/ has full capacity for civil rights and capacity for civil conduct to enter into this Agreement and to exercise its rights and perform its obligations in accordance herewith.
组织和状况。协议各方已根据适用法律合法设立、有效存续/具有完全的民事权利能力及民事行为能力订立本协议，并按本协议行使权利及履行义务。
5.1.2 Authorization. Except as otherwise provided in this Agreement, each of the Parties to this Agreement has the power and authority to enter into and perform this Agreement, and to consummate this Subscription, and such actions have been duly authorized, constitute valid and legally binding obligations of the Parties and are enforceable.
授权。除本协议另有规定外，协议各方有权力和授权签署和履行本协议并完成本次认购，且前述行为已经获得所有必要的授权，对其构成有效和具有法律约束力的义务并具有强制执行力。
5.1.3 No Conflicts. The execution and performance of this Agreement by each of the Parties to this Agreement will not (i) result in a breach of any of its constitutional documents, if any; (ii) result in a breach of or be in conflict with any term or provision of any other contract, agreement or legally binding arrangement to which it is a party or constitute a default under any such agreement or arrangement; or (iii) result in a breach of any applicable Laws.
无冲突。协议各方签署和履行本协议不会(i) 导致违反其组织文件的任何条款（如有）；(ii)导致违反或抵触其为一方当事人而签署的其他合同、协议或具有法律约束力的安排的任何条款或规定，或者构成该等协议或安排项下的违约；(iii) 导致其违反任何适用法律。
5.1.4 No Further Requirements. Except as otherwise required in this Agreement, the consummation by it of the transactions contemplated hereby shall not be required to obtain/finish any consent, approval, authorization or order of, registration or filings with any third party or competent authority.
无进一步要求。除本协议另有规定外，其完成本协议所述的交易无需获取来自任何第三方或相关主管部门的同意、批准、授权、命令、登记、备案。
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5.1.5 No Legal Proceedings. There are no material unresolved legal disputes which could (i) attempt to limit or prohibit the execution and performance of this Agreement and completion of this Subscription, or (ii) reasonably be expected to have a material adverse effect on any Party’s ability to perform its obligations under this Agreement or complete this Subscription.
无法律程序。不存在下述情况的重大未决法律纠纷：(i) 试图限制或禁止其签署和履行本协议并完成本次认购，或(ii) 经合理预期可能对其履行本协议项下义务的能力或完成本次认购的能力造成重大不利影响。
5.1.6 Good Faith Cooperation. Each Party warrants that it shall use its best efforts to obtain/complete, on its own and in cooperation with the other Party, the approvals, consents, filings, registrations, permits, authorizations and other third-party agreements required for the performance of this Agreement from the relevant government or regulatory authorities, as well as to sign the relevant transaction documents required under the regulations of the SEC for the successful implementation of this Subscription (if required).
尽力配合。协议各方保证尽力自行及配合其他方获得或完成本协议项下所须的政府或有关主管部门的审批、核准、备案、登记、同意、许可及其他第三方文件以及为顺利实施本次认购根据美国证券交易委员会的规定签署相关交易文件（如须）。
5.2 Representations and Warranties of Purchaser
买方陈述和保证
Purchaser hereby represents and warrants to Lixiang, as of the signing date and as of the Closing Date, as follows:
买方就截至签字日和交割日现况，对公司做出以下陈述和保证：
5.2.1 Business and Financial Experience. Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in business and financial matters that Purchaser is capable of evaluating the merits and risks of Purchaser’s purchase of Shares as contemplated by this Agreement. Purchaser’s financial situation is such that it can afford to bear the economic risk of holding the Shares for an indefinite period of time and suffer complete loss of such Purchaser’s investment.
商业和财务经验。买方属于证券法的D规则第501条规定定义下的合格投资者，并具备相应的商业和财务知识和经验来审核此目标股份购买交易的内容和风险。买方的财务状况允许其去承担在不定期间内持有该目标股份和损失全部投资的经济风险。
5.2.2 Purchase for Own Account. Purchaser (a) is purchasing the Shares for its own account (not as a nominee or agent) for investment purposes only and not with an intent or view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, (b) has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares, and (c) does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person, or to any third person, with respect to any of the Shares.
自有账户购买。买方 a)以投资目的而非名义人或代理人的身份购买股票，且无意或预期去转售、派发、分销部分或全部目标股份份额，(b) 目前没有出售或分销股份或授予股份参与权的安排或意图，并且 (c) 没有与任何人签订任何出售、转让或授予股份的合同、承诺、协议或安排该人或任何第三方参与任何股份。
5.2.3 No Advertisement or General Solicitation. Purchaser is not purchasing the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in
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connection with investments in securities generally. In connection with the offer and sale of Shares to Purchaser, neither the Company nor Purchaser has engaged in any “directed selling efforts” (as defined in Regulation S under the Securities Act).
没有广告或公众游说。买方购买该目标股份不是基于任何报纸、杂志或类似媒体上的广告、文章、通知或其他通讯，或在电视或广播中播出、或在任何研讨会或会议中呈现的内容，或任何买方之前未知的人在证券投资方面的游说。就此目标股份出售购买，公司和买方均没有从事任何 “引导性销售行为”（证券法S规则定义）。
5.2.4 Not an Underwriter. Purchaser is not an underwriter or dealer in the Shares and it is not participating, pursuant to a contractual agreement, in a distribution of the Shares.
非承销商。买方不属于承销商或目标股份中介，且并不是在按某种合同协议来参与分销目标股份。
5.2.5 [Reserved.]
5.2.6 No Affiliates of Other Purchasers. Purchaser is not or has not been, a concert party or under common Control or in any other form affiliated with any other Purchaser(s) that may result in consolidation of their shareholding ratio.
非其他买方的关联方。买方之间不存在一致行动或受共同控制等可能导致对公司的持股比例合并计算的关系。
5.2.7 Non-U.S. Person. Purchaser is not a “U.S. Person” as defined by Regulation S and is not acquiring the Shares for the account or benefit of a U.S. Person. Purchaser acknowledges that the it was not in the United States at the time the offer to purchase the Shares was received from the Company and that all substantive negotiations and communications between Purchaser and Lixiang have occurred outside the United States. Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
非美国人。买方非S规则定义下的 “美国人”，且不是代理“美国人”来购买该目标股份。买方确认在收到公司发出的购买目标股份的要约时，其并没有在美国境内，且买方和公司之间实质性的谈判和沟通没有发生在美国境内。买方同意不使用该目标股份来进行对冲交易，除非符合证券法规定。
5.2.8 Foreign Investor. Purchaser is not a “U.S. Person” (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), and Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any offer and sale of the Shares or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Shares, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Purchaser’s purchase and payment for, its beneficial ownership of the Shares, will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
外国投资人。买方不是 “美国人”（美国税法1986年法案的7701(a)(30)条规定定义下），且买方现陈述其满足了所在的管辖地有关该协议规定下的目标股份交易的相关法律要求，包括（a）所在管辖地的有关股份购买的相关法律规定, (b)任何与该交易相关的外汇管制规定，(c)任何必须获得的政府和其他许可，以及（d）如有，与该股份购买，持有，兑换，出售或转移相关的收入税或其他税收影响。买方的股份购买和支付对价给与其对股份的所有权，不会违反买方所在管辖地的证券法和其他适用法律法规。
5.2.9 Investment Intent; Blue Sky. Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof. Purchaser understands that the issuance of the Shares has not been, and will not be, registered
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under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of Purchaser’s true and correct state of domicile, upon which the Company may rely for the purpose of complying with applicable Blue Sky laws.
投资意向；蓝天法。买方为自己账户购买该目标股份，而非代持或受托人，且不是意向于分销转售。买方了解，因其依赖于证券法相关规定下豁免注册的要求，该股份的发行没有也不会按证券法要求注册。该豁免情形将决定于，包括其他因素，买方的真实和准确的居住地，公司将依赖此陈述来满足蓝天法的法规要求。
5.2.10 Transfer Restrictions. Purchaser or any person acting on the Purchaser’s behalf has not engaged, or will not engage, in any “directed selling efforts” (as defined under Regulation S) to U.S. Persons or in the U.S. with respect to the Shares and Purchaser and any person acting on its behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act. Purchaser will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the U.S., or to a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. Purchaser has not in the U.S., engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap. Purchaser will, after expiration of the Restricted Period in compliance with Regulation S, offer, sell, pledge or otherwise transfer the Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and federal securities laws, and agrees not to engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act.
转售限制。买方或代理买方的任何人，未曾参与或不会参与任何针对“美国人”或在美国境内的针对该股份进行的“引导性销售行为”（S规则定义），且买方及其代表已经并将会遵守证券法S规则的相关限制性发行要求。在从股份发行日其到该日期一周年的期间内，或者S规则或其他相应证券法规定允许的更短期间内（“限制期”），买方不得进行要约，出售，质押或者转售这些目标股份给“美国人”，或者在美国本土内进行交易，或者进行其他违反S规则的行为。买方没有在美国进行，且不会在限制期内对该股份进行任何做空，或对冲交易行为，包括任何期权，卖权及其他选择权交易，期权合同或股权交换等。买方在限制期结束后的出售要约，质押或者转移该股权必须按照S规则要求进行交易，按照证券法注册要求或其合规的豁免，遵守联邦或适当的州法，并承诺不对此股份进行对冲交易，除非符合证券法规定除外。
5.2.11 Restricted Shares. Purchaser understands that the Shares it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Lixiang in a transaction not involving a public offering and that such securities may be resold without registration under the Securities Act only in certain limited circumstances under such laws and regulations. Purchaser is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
限制性股份。买方明白，其购买的股份根据联邦证券法规定性质为“限制性目标股份”，即从公司购买该目标股份不涉及公开发行的交易，且该目标股份在没有按证券法注册的前提下仅能在某种有限的情形按照证券法相应的法规才能进行转售。买方熟悉目前生效的144规则，并明白其以及证券法对转售的相关限制。
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(i) Restrictive Legend. Purchaser covenants not to dispose of any of the Shares other than in conjunction with an effective registration statement under the Securities Act or pursuant to another exemption from registration and in compliance with the applicable federal and states securities laws. Purchaser acknowledges and agrees that the certificate representing the Shares shall be endorsed with a Rule 144 legend or the following legends, as well as any other legend required to be placed thereon by applicable federal or state securities laws.
(i) 限制性标记。买方同意不处置该目标股份，除非按照生效的符合证券法规定的注册文本，或者按照相关联邦和州证券法规定的豁免注册来进行交易。买方确认和同意股份凭证应印有144规则要求标记或以下标识，以及其他联邦和州证券法要求的印记。
“THE SHARES ARE BEING OFFERED TO PURCHASERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
“该股份出售给非美国人的购买者（按《1933年证券法及其修正案》（“证券法”）下的S规则），且依据证券法S规则没有在美国证监会注册。”
“TRANSFER OF THE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
“该股份的转售是被禁止的，除非根据S规则的相关要求，或证券法的注册要求，或其他合规的豁免要求。此股份不得进行对冲交易，除非遵守证券法的相关规定进行交易除外。”
“THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SHARES IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.”
“该股份没有按《1933年证券法及其修正案》（“证券法”）或者按美国各州证券法进行注册。该股份不得被转售、出售、要约出售、质押或抵押 (A)如果没有(1)根据证券法来进行有效的注册，（2）证券法或其他适用证券法的豁免资格，或（3）给公司提供合理满足的法律意见来说明不需要注册；以及（B）根据证券法S规则定义，在购买交割后的40天内，于美国人或于美国境内发生该等转售、出售、要约出售、质押或抵押。任何违反这些限制要求的试图转售、出售、质押或抵押该股份的行为均为无效的。”
(ii) Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Shares.
(ii) 买方同意公司对此记录做标识，或给与证券交易操作中介指令来执行对目标股份的限制性。
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5.2.12 Offshore Transaction. Purchaser has been advised and acknowledges that in issuing Shares to it pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S and/or Section 4(a)(2) promulgated under the Securities Act. Purchaser is acquiring its Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S and/or Section 4(a)(2) promulgated under the Securities Act.
境外交易。买方已被告知并确认，公司依赖证券法颁布的S规则以及/或证券法第4(a)(2)条提供的的注册豁免来进行该目标股份的出售。买方购买该股份属依赖证券法颁布的S规则以及/或证券法第4(a)(2)条提供的注册豁免的境外交易。
5.2.13 Independent Review. Purchaser in making the decision to purchase the Shares subscribed for: (a) has received, reviewed and understood this Agreement; (b) has, prior to any sale, been given access and the opportunity to ask any and all questions it had, and to receive answers from the Company or any person acting on its behalf concerning the Company, its business plan, management and current financial condition, and/or the terms and conditions of the offer and sale of the Shares, and Purchaser has received complete and satisfactory answers to any such inquiries; (c) has relied solely upon the information contained within this Agreement or upon information obtained in its own investigation; (d) understands that the attorneys, accountants or other professionals who have been employed to perform services on Lixiang’s behalf have NOT been employed to represent the interests of Purchaser, represents and acknowledges that it has consulted with and is relying on its own counsel or advisors for independent legal, accounting, financial and tax advice concerning this investment in Lixiang, including but not limited to advice as to the legality of any resale of the Shares, tax or other consequences of such investment in Lixiang, and the suitability of the investment for Purchaser; (e) acknowledges that the books and records of Lixiang have been available for inspection upon reasonable notice and during reasonable business hours at Lixiang’s principal place of business and that the appropriate officers of Lixiang have been available to answer any questions concerning this investment; and (f) acknowledges that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the Shares, including the total loss of its investment.
独立审核。买方在决定购买该目标股份时，a)已经获得，审阅，并理解该协议内容; b)在交易前已被提供公司信息，并且有机会询问有关公司及其业务计划、管理层和财务状况及有关该股份交易的条件相关问题，得到公司或任何代表公司的个人的答复，且买方已得到完整满意的回复；c)仅依赖此协议提供的信息或通过自行调查得到的信息；d) 理解律师，会计师或其他聘请来代表公司提供服务的专业人士并不是被聘请来代表买方的利益，并陈述确认其已经就此股份交易进行咨询并依赖其自己的律师或顾问来做出独立的法律，会计，财务和税收意见，包括但不限于有关股份的转售性，税收以及该投资的影响，以及买方进行该投资的适当性；e)确认公司的账本已经在合理通知前提下在公司主要运营地和工作时间被提供予以审查，且公司的管理层对该交易的相关问题提供回复; 且f) 确认该股份的购买涉及高风险，并进一步确认其能够承担购买股份的经济风险，包括承担其投资的全部损失。
5.2.14 Brokers or Finders. Purchaser has not and will not incur, directly or indirectly, as a result of any action taken by it, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the transactions contemplated hereby.
中介或中间人。买方目前和将来均不会因其采取的任何行动而直接或间接地发生与本协议或本协议拟议交易相关的经纪费、中介费或代理费或任何类似收费的任何负债。
Article 6 DEFAULT
第 6 条 违约责任
6.1 Except for the cause of Force Majeure, the failure or inadequate performance by either Party under this Agreement, or the breach of any representation and/or warranty made by such party under this agreement, shall be deemed a default, except for circumstances beyond their control. The Party in default (hereinafter referred to as the “Defaulting Party”) shall correct its default within 30 days (hereinafter referred to as the “Cure Period”) from the date the other Party (hereinafter referred to as the “Non-defaulting Party”) delivers
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a notice requesting correction of the default, unless otherwise provided in this Agreement. If the Defaulting Party fails to correct its default within the Cure Period, the Non-defaulting Party shall be entitled to demand the Defaulting Party to assume its liability for the default and to compensate for all the losses incurred as a result.
除不可抗力因素外，本协议任何一方未履行或未适当履行其在本协议项下承担的任何义务，或违反其在协议项下作出的任何陈述和/或保证，均视为违约，该方（以下简称“违约方”）应在未违反本协议一方（以下简称“守约方”）向其送达要求纠正的通知之日起 30 日内（以下简称“纠正期限”）纠正其违约行为；如纠正期限届满后，违约方仍未纠正其违约行为，则守约方有权要求违约方承担违约责任，并赔偿由此给守约方造成的全部损失。
6.2 For the avoidance of doubt, after the execution of this Agreement, if this Agreement fails to become effective due to the dissatisfaction of the conditions precedent as set forth in Article 3.1 of this Agreement, the relevant Party shall not be deemed to have breached this Agreement.
为避免疑义，本协议签署后，因本协议第 3.1 条的先决条件未成就而导致本协议未生效，不应视为相关方违反本协议。
6.3 Purchaser agrees to indemnify and hold Lixiang and any person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act, and Lixiang’s officers, managers, members, directors, agents, attorneys and affiliates harmless from and against all damages, losses, costs and expenses, including reasonable attorneys’ fees and expenses reasonably incurred in the investigation or preparation in defense of any litigation commenced or threatened or any claim whatsoever, which they may incur by reason of any misrepresentation or breach of any warranty made by Purchaser herein, or in any document provided by Purchaser to the Company in connection with Purchaser’s investment in Lixiang.
买方同意赔偿并保护公司及公司的控制人（按证券法15条的规定），以及公司的高管、经理、成员、董事、代理人、律师和关联方免受由于买方在本协议中的任何虚假陈述或违反任何保证，或在与其在公司投资相关的任何文件中向公司提供的信息而引起的任何损害、损失、费用和支出的责任，包括合理的律师费用和调查或筹备任何已开始或可能面临的诉讼或任何索赔所需的合理费用。
6.4 This Article 6 shall survive rescission or termination of this Agreement.
本第6条在本协议解除或终止后持续有效。
Article 7 CONFIDENTIALITY
第 7 条 保密
7.1 Except as otherwise provided under Applicable Laws, regulations or regulatory documents, or unless otherwise required by the SEC, NASDAQ or CSRC, each Party shall, and shall cause its agents and employees and consultants to maintain in strict confidence of the other Party’s Confidential Information. Without obtaining the other Party’s prior written consent, neither Party shall disclose such Confidential Information (including without limitation, by accepting interviews, answering questions or surveys, news releases or otherwise). For the purposes of this Agreement: Confidential Information means the existence of this Agreement and its contents, the transactions, arrangements or other ancillary matters contemplated by this Agreement, and all information relating to this Subscription. The Confidential Information shall not include information which (i) was already in the possession of the Receiving Party at the time of such disclosure by the Disclosing Party, (ii) general public knowledge, otherwise than as a result of improper conduct by the Receiving Party; (iii) properly obtained by the Receiving Party through a third party; (iv) is required to be disclosed under provisions of law, regulation, regulatory document or rules of the SEC, NASDAQ or CSRC; or (v) is disclosed to professional advisors of the Disclosing Party, provided that such advisors bear the duty of confidentiality towards the Disclosing Party, regarding any information disclosed to them.
除相关法律、法规或规范性文件另有规定，或美国证券交易委员会、纳斯达克、中国证监会提出任何要求外，本协议任何一方均应当，并应当促使其代理人、员工和顾问，对另一方的保密信息予以严格保密，未经对方事先书面同意，任何一方均不得将上述保密信息予以披露（包括但不限于通过接受采访、回答问题或接受调查、举行新闻发布或者其他方式）。在本协议中，“保密信息”是指本
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协议的存在及其内容，本协议项下的交易、安排或任何其他附属事项及本次认购所涉及的所有资料。保密信息不包括(i) 在披露方作出披露的时候已经被接受方所掌握的信息；(ii) 并非由于接受方的不当行为而众所周知的信息；(iii) 由接受方通过第三方正当获取的信息；(iv) 任何根据法律、法规、规范性文件或美国证券交易委员会、纳斯达克、中国证监会的规定而被要求披露的信息；或(v) 向披露方的专业顾问披露，但该等专业顾问就披露给其的任何信息对披露方负有保密义务。
7.2 This Article 7 shall survive rescission or termination of this Agreement.
本条款在本协议解除或终止后仍然有效。
Article 8 GOVERNING LAW
第 8 条 适用法律
The execution, performance and interpretation of this Agreement and all matters related hereto shall be governed by the laws of Hong Kong Special Administrative Region of the People’s Republic of China.
本协议的订立、履行、解释及与本协议相关的一切事宜适用中国香港特别行政区法律。
Article 9 FORCE MAJEURE
第 9 条 不可抗力
9.1 “Force Majeure” means any objective event which is unforeseeable, or unavoidable and insurmountable even if foreseeable, including but not limited to wars, earthquakes, floods, fires, wars and strikes.
不可抗力是指各方或者一方不可预见，或即使可预见也不可避免并不可克服的客观事件，包括但不限于战争、地震、洪水、火灾、战争、罢工等。
9.2 If a Party is unable to perform any of its obligations because of an event of Force Majeure, the time for performance of the obligations under this Agreement of such prevention shall be extended by a period equal to the delay caused by the event of Force Majeure. The Party claiming inability to perform its obligations due to an event of Force Majeure shall take appropriate means to minimize or remove the effects of the event of Force Majeure, and shall use reasonable efforts to resume performance of the obligation affected by the event of Force Majeure as soon as possible.
如果一方因不可抗力事件而不能履行其任何义务，因不可抗力事件而不能履行的本协议项下义务的履行时间应予延长，延长的时间等于不可抗力事件所导致的延误时间。声称遭遇不可抗力事件而不能履行义务的一方应采取适当措施减少或消除不可抗力事件的影响，并应尽合理努力尽快恢复履行受不可抗力事件影响的义务。
9.3 The affected Party shall notify the other Party and provide available evidences within five (5) Business Days after the occurrence of the event of Force Majeure.
受不可抗力事件影响的一方应在不可抗力事件发生后的 5 个工作日内通知另一方并提供其所能得到的证据。
9.4 Should any Party be prevented from performing all or any part of its obligations under this Agreement as a result of an event of Force Majeure, such Party shall not be deemed to be in breach of this Agreement, and shall not be liable for breach of this Agreement.
如任何一方因不可抗力事件而无法全部或部分履行其在本协议项下的任何义务，则该方不视为违约，不承担违约责任。
9.5 If such event of Force Majeure and its effect continue for thirty (30) days or more and, as a result, forfeiture of any Party’s ability to continue performance of this Agreement, either Party shall have the right to terminate this Agreement by written notice.
如不可抗力事件及其影响持续 30 日或以上并且致使任何一方丧失继续履行本协议的能力，则本协议任何一方有权以书面通知的方式解除本协议。
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9.6 During the occurrence of an event of Force Majeure, the Parties shall in all other respects continue their performance of this Agreement except to the extent such non-performance is due to such event of Force Majeure. The obligations suspended during the occurrence of an event of Force Majeure shall be resumed as soon as the event of Force Majeure or the effect thereof has been cured or removed.
在发生不可抗力事件期间，除因不可抗力事件导致不能履行的方面外，各方应在其他各个方面继续履行本协议。在不可抗力发生期间中止履行的义务应于不可抗力事件或其影响终止或消除后立即恢复履行。
ARTICLE 10 EFFECTIVENESS, AMENDMENT AND TERMINATION
第 10 条 协议生效、变更及终止
10.1 This Agreement shall come into effect from the date when it is signed by the authorized representatives.
本协议经授权代表签字之日起生效。
10.2 Any amendment of this Agreement shall be agreed upon by the Parties through negotiations and a written supplemental agreement shall be separately executed.
本协议的变更需经各方协商一致并另行签署书面补充协议。
10.3 This Agreement may be terminated in any of the following circumstances:
本协议可依据下列情况之一而终止：
10.3.1 If the conditions precedent set forth in Article 3.1 of this Agreement are not fulfilled, either Party shall have the right to terminate this Agreement by written notice.
如本协议第 3.1 条所述先决条件未能完成，任何一方均有权以书面通知方式终止本协议。
10.3.2 If permanent injunctions, regulations, rules and orders issued by the regulatory authorities or exchanges to restrict, prohibit or cancel the completion of this Subscription are final and non-appealable, either Party shall have the right to terminate this Agreement by written notice.
如果有关主管部门、证券交易所作出的限制、禁止和废止完成本次认购的永久禁令、法规、规则和命令已属终局且不可上诉，任何一方均有权以书面通知方式终止本协议。
10.3.3 This Agreement may be terminated by the Parties upon the mutual agreement and execution of a written agreement.
经各方协商一致并签署书面协议，可终止本协议。
10.3.4 If any Party is in material breach of this Agreement, the non-breaching Party shall serve a written notice on the breaching Party requiring the breaching Party to take immediate measures to remedy such breach. If such breach remains unremedied within 30 days from the date of delivery of the notice, the non-breaching Party shall have the right to terminate this Agreement unilaterally by written notice.
如任何一方严重违反本协议规定，在守约方向违约方送达书面通知要求违约方对此等违约行为立即采取补救措施之日起 30 日内，此等违约行为仍未获得补救，守约方有权单方以书面通知方式终止本协议。
10.3.5 Arising out of Force Majeure, either Party can terminate this Agreement in accordance with Article 9.5.
受不可抗力影响，任何一方可依据本协议第 9.5 条规定终止本协议。
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ARTICLE 11 SERVICE OF NOTICES AND SERVICE OF PROCESS
第 11 条 通知及送达
11.1 All notices or written communications to be given by any Party to the other hereunder shall be made in a manner that both Parties could receive such communications. All notices and other communications made pursuant to this Agreement shall be conclusively deemed to have been duly given: (a) at the date of receipt upon signature by the recipient after deposit with an overnight delivery service; or (b) at the next Business Day when sent via Wechat or E-mail.
本协议项下任何一方向另一方发出的所有通知或书面通讯应以双方可以接收的方式发送。根据本协议发出的通知或通讯，如以快递的方式发出，通知信件交给快递服务公司后收件人的签收日期视为送达日期；如以微信或电子邮件的方式发出，则在发送后的第 1 个工作日为送达日期。
11.2 All notices and communications shall be sent to the actual business addresses of the Parties or other mailing address notified by any Party to the other Party. If a Party fails to notify the other Party of a change of address in a timely manner after such change of address, documents delivered to the original address of such Party before formal notice to the other Party shall be deemed served to such Party.
所有通知和通讯应发往双方实际办公地址，或者任何一方以书面方式通知另一方的其他收件地址。如一方变更地址后未及时通知另一方，则另一方在未得到正式通知之前，将有关文件送达该方原地址即视为已送达该方。
Article 12 FEES
第 12 条 费用
12.1 Any and all of the costs and expenses to be incurred in connection with this Agreement and this Subscription shall be paid by the Party incurring such costs and expenses, whether or not the transactions contemplated by this Agreement are completed.
无论本协议所述交易是否完成，因本协议和本次认购而发生的全部成本和开支，均应由发生该等成本和开支的一方自行支付。
12.2 The Parties agree that all the taxes payable as a result of this Subscription shall be respectively borne by the Parties in accordance with the relevant laws and regulations.
各方同意，因本次认购所应缴纳的各项税费，由各方按照相关法律、法规的规定各自承担。
Article 13 MISCELLANEOUS
第 13 条 其他
13.1 No Party shall be subject to succession or assignment restrictions.
继受及转让，任何一方均不受限。
13.2 Severability. The illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, but would be valid and enforceable if deleted or modified in part, the provision shall be deemed to be modified or partially deleted as necessary and shall continue to be in effect as modified or partially deleted.
可分割性。本协议任何条款不合法、无效或不能强制执行，均不影响本协议任何其他条款的合法性、效力或可强制执行性。如果本协议任何条款被裁定为无效或不具有可强制执行性，但若进行部分删除或修改仍可使之成为有效或具有可强制执行性，该等条款可在进行必要的部分删除或修改后继续实施。
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13.3 Amendment. Any amendment or supplement to this Agreement shall be agreed upon by the Parties, and a written amendment or supplement document shall be executed by the Parties through mutual assent. Any amendment or supplement document shall be an integral part of this Agreement and shall have equal force and effect as this Agreement. In the event that there is any conflict between the amendment or supplement document and this Agreement, the amendment or supplement document shall prevail.
修订。任何对本协议的修改或补充，必须经各方协商一致并签订书面修改或补充文件。任何对本协议的修改或补充文件均是本协议不可分割的一部分，与本协议具有同等效力。修改或补充文件与本协议发生冲突时，以修改或补充文件为准。
13.4 Waiver. If any Party to this Agreement waives any breach of this Agreement by the other Party, such waiver shall be made in a written instrument signed by the waiving Party, which shall not be deemed as a waiver of any other breach of this Agreement by the other Party.
放弃。如本协议任何一方放弃追究其他方在本协议项下的任何违约责任，则该项放弃应当由放弃追究的一方以经其签署的书面方式作出，且该项放弃不应被视为放弃追究其他方在本协议项下的其他违约责任。
13.5 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereunder and supersedes all prior written and oral agreements and all prior other communications and arrangements among the Parties with respect to the subject matter hereunder.
完整协议。本协议构成了各方就本协议项下标的事项的全部协议，并取代此前各方就本协议项下标的事项的所有书面和口头的协议及此前的所有其他通信及安排。
13.6 This Agreement is written in English and Chinese and shall become effective upon signature by the Parties. This Agreement is made in two originals, with each Party holding one original, with each original having the same legal effect. In case there is any conflict between the English version and the Chinese version, the English version shall prevail.
本协议采用中英文书写，各方签字即生效。正本一式贰份，各方各执壹份，各份具有同等的法律效力。如英文版本和中文版本有任何冲突，以英文版本为准。
(The remainder of this page is intentionally left blank.) /（以下无正文）
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(Intentionally Left Blank. Signature Page to the Share Subscription Agreement)
（本页无正文，为《股份认购协议》之签署页）
Biao Wei
魏彪
Signature:
签字：________________
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(Intentionally Left Blank. Signature Page to the Share Subscription Agreement)
（本页无正文，为《股份认购协议》之签署页）
Lixiang Education Holding Co., Ltd.
丽翔教育控股有限公司
Authorized Representative (Signature):
授权代表（签字）：________________
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